1.1 HeadBox Solutions Ltd, Company Registration Number 09410663 and registered address: 3rd Floor, 24 Chiswell Street, London EC1Y 4YX hereinafter referred to as "HeadBox", "we", "us", or "our") provides an online Site that connects individuals and companies who have venues and spaces to rent ("Hosts") with guests seeking to rent such spaces and venues ("Guests") (the "Services"). The Services are accessible at www.headbox.com and any other website through which HeadBox makes the Services available (collectively, the "Site").
1.2 By accessing or using the Site, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use the Site.
1.3 If you register to use the Site, submit any material or use any part of the Site, we will ask you to expressly agree to these terms and conditions.
1.4 You must be at least 18 years of age to use our Site. By using our Site or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age.
1.5 Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided at https://www.headbox.com/policies/privacy and it is important that you read that information.
1.6 If you accept or agree to these terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
2.1 The Site and Services can be used to facilitate the searching, listing, booking and payment for business spaces and venues ("Spaces"). Such Spaces are included in listings on the Site by Hosts. You may view listings as an unregistered visitor to the Site, however, if you wish to book a Space or create a listing, you must first register to create a HeadBox Account and become a member.
2.2 You will need to provide your name, email, mobile number and a password to register.
2.3 We will create your HeadBox Account and your HeadBox Account profile page for your use of the Site based upon the information you provide to us. You may not have more than one (1) active HeadBox Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. HeadBox reserves the right to suspend or terminate your HeadBox Account and your access to the Site and Services if you create more than one (1) HeadBox Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your HeadBox Account, whether or not you have authorized such activities or actions. You will immediately notify HeadBox of any unauthorized use of your HeadBox Account.
2.4 Once registered a Guest may make contact with a Host through the Site by submitting their personal contact details via a form on the Site, in respect of using a Space.
2.5 The Host and the Guest may deal directly with one another for the purpose of hiring a Venue and HeadBox shall have no liability whatsoever to either the Host or the Guest in relation to any contractual dealings between the Host and the Guest. All bookings are made directly between the Host and the Guest and at the Host's and Guest's own risk.
2.6 Whilst HeadBox makes certain tools available to a Host to help them make informed decisions about which Guests it chooses to confirm a booking with, the Host acknowledges and agrees that HeadBox has no liability in relation to the decision to enter into an agreement with a Guest or the subsequent conduct of that Guest or the other users of the Space invited by the Guest. Further the Host is responsible for its own acts and omissions and remains responsible for the acts and omissions of any individuals who use or are otherwise present at the Space at the Host's request, invitation or with the Host's agreement.
3.1 If you register as a Host, you will be able to submit listings.
3.2 You will be asked a variety of questions about the Space to be listed, including, but not limited to, the location, capacity, size, features, and availability of the Space, additional terms, pricing, related rules and financial terms including any additional Taxes not included in your pricing. In order to be featured in Listings via the Site, all Spaces must have valid physical addresses. Listings will be made publicly available via the Site and Services. Other Members will be able to book your Space via the Site and Services based upon the information provided in your listing. You understand and agree that once a Guest sends a booking request for your Space, you may not alter the pricing shown on your listing as their booking request constitutes their offer to rent the Space which Hosts may accept or reject.
3.3 Without prejudice to our other rights under these terms and conditions, we reserve the right to reject, unpublish and/or delete any listings that breach these terms and conditions or that do not meet any additional guidelines for listings published.
3.4 If we permit the publication of a listing, it will remain published for the relevant period set out on our Site from time to time, subject to these terms and conditions.
3.5 Listings submitted must be true, fair, complete and accurate in all respects.
3.6 You as the Host acknowledge and agree that you are responsible for any and all listings you post. Accordingly, you represent and warrant that any listing you post and the booking of, or a Guest's use of, a Space in a listing you post (i) will not breach any agreements you have entered into with any third parties, such as property owners, property managers, lessors or landlords, and (ii) will (a) be in compliance with all applicable laws, rules and regulations that may apply to any Space included in a Listing you post (including having all required permits, licenses and registrations), and (b) not conflict with the rights of third parties. Please note that HeadBox assumes no responsibility for a Host's compliance with any agreements with or duties to third parties, applicable laws, rules and regulations.
3.7 The quality of the photographs and 3D photography used to display a Space on a listing are of paramount importance to HeadBox and so it reserves the right to remove or request the removal of any photographs or to request new photographs at any time. HeadBox may offer Hosts the option of using a HeadBox approved photographer to take photographs including 3D Photography of their Spaces. If you as a Host choose to have a HeadBox approved photographer you will be asked to sign some separate terms governing their use.
3.8 You must keep your listings up to date; in particular, you must remove any listings in respect of venues that have ceased to be available.
3.9 You must not (by act or omission) do anything that may adversely affect the reputation of the HeadBox brand.
4.1 In this clause 4, "Agreed Total Costs" means the total final price (exclusive of VAT) agreed to be payable from the Guest to the Host.
4.2 In consideration of HeadBox facilitating the making of enquiries to the Host, the Host agrees to, and shall be liable to pay commission to HeadBox of 10% of the Agreed Total Costs where the booking is made by a Guest who is a Headbox corporate customer.
4.2 All payments due to HeadBox will be subject to VAT at the prevailing rate in force at such time as payment becomes due.
4.3 HeadBox reserves the right to charge a different rate of commission to that set out in section 4.2 on a case by case basis at its absolute discretion.
4.4 The Host will be invoiced for the payment of commission once a booking has been made between the Guest and the Host.
4.5 The due date for all invoices raised by HeadBox will be 28 days from the date on which any such invoice is raised.
4.6 The Host agrees that in return for using the Site, it shall not enter into any arrangement with Guest (either directly or indirectly) for the purposes of circumventing HeadBox, the result of which prevents HeadBox from receiving the commission calculated in accordance with this clause 4, without the specific prior written consent of HeadBox.
4.7 If the Host breaches clause 4.6, the Host agrees to pay HeadBox an amount equal to the commission that HeadBox should have received in accordance with these terms and conditions.
4.8 You agree to pay all amounts due under these terms and conditions in full without any deduction or withholding unless you are entitled to do so by law. You agree not to claim any credit, set-off or counterclaim against HeadBox in order to justify withholding payment of any such amount in whole or in part.
4.9 If you fail to make payment to HeadBox of any undisputed sum by the due date, as specified in these terms and conditions, we reserve the right to:
5.1 We may:
(a) suspend your account;
(b) cancel your account; and/or
(c) edit your account details,
at any time in our sole discretion without notice or explanation.
6.1 The only services that may be the subject of a listing on our Site are services for the purpose of booking venues or the provision of services related to venues.
6.2 You must not use our Site to advertise, buy, sell or supply physical products, intangible products or downloadable products.
6.3 You must not advertise, buy, sell or supply through or in relation to our Site any service that:
(a) breaches any law, regulations or code, or infringes any person's intellectual property rights or other rights, or gives rise to a cause of action against any person, in each case in any jurisdiction and under any applicable law; or
(b) relates to drugs, narcotics, steroids or controlled substances; relates to pornography or obscene, indecent or sexually explicit materials; encourages or facilitates criminal acts or civil wrongs; or encourages or facilitates the infringement of any intellectual property right.
6.4 You must comply with HeadBox policies that we make available, as amended from time to time.
7.1 You must not:
(a) use the Site in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the Site;
(b) use the Site in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
(c) use the Site to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
(d) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;
(e) access or otherwise interact with the Site using any robot, spider or other automated means, except for the purpose of search engine indexing; or
(f) use data collected from our Site for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).
7.2 You must ensure that all the information you supply to us through our Site, or in relation to our Site, is true, accurate, current, complete and non-misleading.
8.1 In these terms and conditions, "your content" means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our Site for storage or publication on, processing by, or transmission via, our Site.
8.2 You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media.
8.3 You grant to us the right to sub-license the rights licensed under Section 8.2.
8.4 You grant to us the right to bring an action for infringement of the rights licensed under Section 8.2.
8.5 You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.
8.6 Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.
9.1 You warrant and represent that your content will comply with these terms and conditions.
9.2 Your content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
9.3 Your content, and the use of your content by us in accordance with these terms and conditions, must not:
(a) be libellous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
(d) infringe any right of confidence, right of privacy or right under data protection legislation;
(e) constitute negligent advice or contain any negligent statement;
(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g) be in contempt of any court, or in breach of any court order;
(h) be in breach of racial or religious hatred or discrimination legislation;
(i) be blasphemous;
(j) be in breach of official secrets legislation;
(k) be in breach of any contractual obligation owed to any person;
(l) depict violence in an explicit, graphic or gratuitous manner;
(m) be pornographic, lewd, suggestive or sexually explicit;
(n) be untrue, false, inaccurate or misleading;
(o) consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
(p) constitute spam;
(q) be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or
(r) cause annoyance, inconvenience or needless anxiety to any person.
9.4 Your content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.
9.5 You must not use our Site to link to any website or web page consisting of or containing material that would breach the provisions of these terms and conditions.
9.6 You must not submit any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
10 Intellectual Property
Subject to the express provisions of these terms and conditions:
(a) we, together with our licensors, own and control all the copyright and other intellectual property rights in our Site and the material on the Site; and
(b) all the copyright and other intellectual property rights in our Site and the material on the Site are reserved.
11.1 You may:
(a) view pages from our Site in a web browser;
(b) download pages from our Site for caching in a web browser;
(c) print pages from our Site; and
(d) use our Site by means of a web browser,
subject to the other provisions of these terms and conditions.
11.2 Except as expressly permitted by Section 11.1 or the other provisions of these terms and conditions, you must not download any material from our Site or save any such material to your computer.
11.3 You may only use our Site for your own personal and business purposes, and you must not use our Site for any other purposes.
11.4 Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our Site.
11.5 Unless you own or control the relevant rights in the material, you must not:
(a) republish material from our Site (including republication on another Site/website);
(b) sell, rent or sub-license material from our Site;
(c) show any material from our Site in public;
(d) exploit material from our Site for a commercial purpose; or
(e) redistribute material from our Site.
11.6 The Site may include information, materials and external links to other sites, uploaded by other users of the Site. This information and these materials have not been verified or approved by us. The views expressed by other users on our Site do not represent our views or values. We have no control over these materials or the contents of those external sites.
11.7 We reserve the right to restrict access to areas of our Site, or indeed our whole Site, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our Site.
12 Limited warranties
12.1 We do not warrant or represent:
(a) the completeness or accuracy of the information published on our Site;
(b) that the material on the Site is up to date; or
(c) that the Site or any service will remain available.
12.2 We reserve the right to discontinue or alter any or all of our Site, and to stop publishing our Site, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any Services, or if we stop publishing the Site.
12.3 To the maximum extent permitted by applicable law we exclude all representations and warranties relating to the subject matter of these terms and conditions and the use of our Site.
13.1 Nothing in these terms and conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law,
and, if you are a consumer, your statutory rights will not be excluded or limited by these terms and conditions, except to the extent permitted by law.
13.2 The limitations and exclusions of liability set out in this Section 13 and elsewhere in these terms and conditions:
(a) are subject to Section 13.1; and
(b) govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.
13.3 To the extent that our Site and the information displayed thereon are provided free of charge, we will not be liable for any loss or damage of any nature.
13.4 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
13.5 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
13.6 We will not be liable to you in respect of any loss or corruption of any data, database or software, providing that if you contract with us under these terms and conditions as a consumer, this Section 13.6 shall not apply.
13.7 We will not be liable to you in respect of any special, indirect or consequential loss or damage, providing that if you contract with us under these terms and conditions as a consumer, this Section 13.7 shall not apply.
13.8 Our aggregate liability to you in respect of any contract to provide services to you under these terms and conditions shall not exceed the total amount paid to us under the contract.
You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our Site or any breach by you of any provision of these terms and conditions.
15.1 Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:
(a) send you one or more formal warnings;
(b) temporarily suspend your access to the Site;
(c) permanently prohibit you from accessing the Site;
(d) block computers using your IP address from accessing the Site;
(e) contact any or all of your internet service providers and request that they block your access to the Site;
(f) commence legal action against you, whether for breach of contract or otherwise; and/or
(g) suspend or delete your account.
15.2 Where we suspend or prohibit or block your access to the Site, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).
16.1 Our logos and our other registered and unregistered trade marks are trade marks belonging to us; we give no permission for the use of these trade marks, and such use may constitute an infringement of our rights.
16.2 The third party registered and unregistered trade marks or service marks on our Site are the property of their respective owners and, unless stated otherwise in these terms and conditions, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.
17.1 We may revise these terms and conditions from time to time.
17.2 The revised terms and conditions shall apply to the use of the Site from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.
17.3 If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the Site, and you must stop using the Site.
18.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions - providing, if you are a consumer, that such action does not serve to reduce the guarantees benefiting you under these terms and conditions.
18.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.
19.1 If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
19.2 If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
20.1 A contract under these terms and conditions is for our benefit and your benefit and is not intended to benefit or be enforceable by any third party.
21.2 The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party.
22.1 These terms and conditions and any supplemental agreement entered into with HeadBox for corporate services together with our privacy and cookies policy, shall constitute the entire agreement between you and us in relation to your use of our Site and shall supersede all previous agreements between you and us in relation to your use of our Site.
23.1 These terms and conditions shall be governed by and construed in accordance with English law.
23.2 Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.
24.1 We will specify on the Site or elsewhere in these terms and conditions the different technical steps you must follow to conclude a contract under these terms and conditions, and also the technical means for identifying and correcting input errors prior to the placing of your order.
24.2 We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our Site. We recommend that you consider saving a copy of these terms and conditions for future reference.
24.3 These terms and conditions are available in the English language only.