Venue Terms and Conditions

Last updated 10^th Feb 2024

1. Disclaimer and Services

This page sets out our Terms and Conditions on which you (the “Service Provider” or any of your representatives) agree to be bound by making use of Hire Space Website Ltd (“Hire Space”) services.

YOUR ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSE 4, WHICH ENTITLES US TO CHARGE COMMISSION ON ANY BOOKINGS YOU RECEIVE AS A RESULT OF USING SERVICES PROVIDED BY US.

YOUR ATTENTION IS ALSO DRAWN TO THE SERVICE PROVIDERS ADHERENCE TO THE HIRE SPACE CODE OF CONDUCT WHICH CAN BE FOUND AT https://hirespace.com/code-of-conduct AND MAY BE UPDATED FROM TIME TO TIME.

Please read these Terms and Conditions carefully as they contain important information regarding your legal rights, remedies and obligations. These include various limitations and exclusions and obligations to comply with applicable laws and regulations.

These Terms and Conditions are accepted by you or any representative making use of Hire Space Services having been made aware of these terms via any means of communication. Solely for the purposes of documentation, we may also ask you, or any representative, to accept these terms via our Site or by signing these terms either physically or electronically.

The Hire Space services comprise of three areas, a) our Online Enquiry Platform, b) our Hire Space Expert Service and c) our Marketing Services. Use of any of these three services constitutes use of the Hire Space services.

• a) Free Listings
  Hire Space owns and operates a platform, currently hosted at hirespace.com and sub-domains thereof, where Service Providers may create listings for the hire and letting of venues, and/or related services. Customers browsing the site (the ”Customer(s)”) may become aware of Service Providers through their appearance on the platform and may make Enquiries as outlined below. Hire Space does not charge venues for this Free Listing and does not guarantee any level of prominence on the platform for these Service Providers.
• b) Direct Enquiries and Bookings
  Customers may submit enquiries which are handled by Hire Space’s Expert Team, or directly by Service Providers which may or may not be listed on the platform. Bookings may then be made directly between Customers and Service Providers as a result of these enquiries. Hire Space is not a party to any agreement entered into between the Service Provider and Customer for these Direct Enquiries, nor is Hire Space acting as an agent, or in partnership with any Service Provider or Customer. For Direct Enquiries, Hire Space has no control over the conduct of Service Providers or Customers and disclaims all liability in this regard to the maximum extent permitted by law.
• c) Handled Enquiries and Bookings
  Customers may submit enquiries which are handled by Hire Space’s Expert Team, or directly by Service Providers which may or may not be listed on the platform. The Customer, or Hire Space’s Expert Team, will then request information which may include a quote, offer, or contract from Service Provider(s). At the request of a Customer, Hire Space will then prepare a standardised digital contract between themselves and the Customer, based on deliverables from the corresponding quote, contract or offer provided by the Service Provider(s). The Customer may then sign this contract to secure the deliverables from the Service Provider, at which point Hire Space will simultaneously sign the quote, contract or offer between themselves and the Service Provider. Hire Space will handle payment between the Customer and Service Provider, and shall form a contract with both the Customer and Service Provider. For these enquiries, Hire Space shall be the counterparty for any contract with a Service Provider and accepts the appropriate liability.
• d) Core Listing
  Venues may choose to enhance their prominence on the platform by becoming a Core Venue. Core venues will have higher site prominence than the same venue would have as a Free Listing. This may attract more Direct and Handled Enquiries. Core Venues may also be given additional levels of services, including services related to profile optimisation.
• d) Prime Marketing, and EventLAB
  Venues may choose to enhance their prominence on the platform, and with the Expert Team, above that of Core Venues by becoming a Prime Venue. Prime Venues will have higher search rankings and site prominence that the same venue would have as a Core Venue. Prime Venues may also be the subject of targeted marketing campaigns to specific relevant groups of Customers. These campaigns may include, but are not limited to, creation and distribution of marketing literature or social media posts, email marketing, live events, print media, placement on our Site, and pay per click marketing campaigns. This includes activity under our EventLAB brand.

You acknowledge and agree that, by using or accessing the Services, you are indicating that you have read, and that you understand and agree to be bound by these terms, whether or not you have accepted these terms via our Site or by signing these terms either physically or electronically. If you do not agree to these terms, then you have no right to access or use the Services. 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 this contract and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

If you accept or agree to these terms they shall continue in full force and effect, subject to termination in accordance with the provisions of these terms.

2. Interpretation

• 2.1 The service is operated by Hire Space Website Limited, a company registered in England and Wales under company number 07828456 whose registered office is at 40 Ashley Gardens, Ambrosden Avenue, London, SW1P 1QE (hereinafter, “Hire Space”).
• 2.1 Definitions in this contract:
  • 2.2.1 Account: means an account created by a Service Provider or by the Hire Space Team on behalf of a Service Provider on the Site for the purpose of creating, or maintaining, Public or Private Listings, responding to Enquiries, managing Marketing Services or facilitating payment or other back office functions.
  • 2.2.2 Agreed Basic Commission: the agreed commission shall be 10% of the Customer Spend with the Service Provider as a result of a Confirmed Booking.
  • 2.2.3 Agreed Enhanced Commission: the agreed commission shall be 12% of the Customer Spend with the Service Provider as a result of a Confirmed Booking.
  • 2.2.4 Business Day: any day other than a Saturday or Sunday or a bank or public holiday in England.
  • 2.2.5 Completed Booking: shall mean a Confirmed Booking, following which the Event takes place in accordance with the agreement made at the time of Confirmed Booking, or on such other re-scheduled Event Date as the Service Provider and Customer may subsequently agree upon.
  • 2.2.6 Cancelled Booking: shall mean a Confirmed Booking following which the Customer notifies the Service Provider that the Event is cancelled and/or postponed for a period of not less than 3 years’ after the date on which an Enquiry is made.
  • 2.2.7 Confirmed Booking: shall mean a Service Provider agreeing with a Customer or Hire Space, in writing or otherwise, for a Service Provider to undertake the delivery of the Deliverables in exchange for money or other benefit as a result of an Event Enquiry.
  • 2.2.8 Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of that Person, and Controls, Controlled shall be construed accordingly.
  • 2.2.9 Customer: a Person or Company using the Services for the purpose of an event provided by the Service Provider.
  • 2.2.10 Customer Data: means all personal data, materials, drawings, specifications and other data supplied by the Client to Hire Space. This includes any personal data where the Client is the data controller and Hire Space is the data processor.
  • 2.2.11 Customer Spend: the total final price (exclusive of VAT) agreed to be payable from the Customer to the Service Provider:
    • 2.2.11.1. This may be for the delivery of the Deliverables to a Customer on an Event Date(s) (which shall include, but not be limited to, venue hire, accommodation, catering, non-refundable cancellation fees, penalties, and all other ancillary services required for the Event, which are provided or facilitated by the Service Provider or by a 3rd party).
    • 2.2.11.2. This shall include both items which are booked, or committed to via a minimum spend, before the Event Date(s) and items that are not pre-agreed but become payable on, or after, the Event Date(s).
    • 2.2.11.3. If the Service Provider has failed to provide Hire Space a Customer Spend within 14 days of the final Event Date(s) then the Customer Spend shall be the maximum feasible Customer Spend according to the information available to Hire Space which shall be calculated of 150% of the specified budget, or Hire Space’s best guess of the likely implied budget.
    • 2.2.11.4. When a Service Provider has had to give a discount due to failure to provide a service, unsatisfactory service or similar circumstances then this discount shall not affect the Customer Spend.
    • 2.2.11.5. This shall include any additions related to the original contracted scope including, but not limited to, extensions of the duration of the Event Date(s), additional rooms, additional catering, AV or production costs.

• • • 2.2.11.5. Optional Service Charge which it passed directly to staff members shall not be included in calculating Customer Spend.
  • 2.2.12 Enquiries: an Enquiry is made when any of the following occur:
    • 2.2.12.1. a Customer makes contact (or attempts to make contact) with a Service Provider through the Site by submitting their personal contact details via a form on the Site, in respect of using a Listing or Venue;
    • 2.2.12.2. a member of the Hire Space Team contacts (or attempts to contact) a Service Provider on behalf of a Customer (by whatever means available, whether by email, phone, the Site or otherwise) in respect of a potential Booking with a Service Provider or an Affiliate; or
    • 2.2.12.3. a member of the Hire Space Team suggests a particular Service Provider to a Customer (whether or not contact has been made by Hire Space with the Service Provider); or
    • 2.2.12.4. a Customer makes a telephone call to Hire Space regarding an Event and is directly transferred to a Service Provider; or
    • 2.2.12.5. a Customer engages a venue on premises during a visit that has been facilitated by Hire Space, this may include viewings for separate enquiries or client events; or
    • 2.2.12.6. a Service Provider refers a Customer (for whatever reason) to another Service Provider or an Affiliate which has been previously referred to them under points (a), (b), (c) or (d). In these cases the Enquiry shall be deemed made at the original Service Provider who first received the enquiry, and all commission obligations shall sit with that Service Provider.
  • 2.2.13 Event: the delivery of Deliverables by a Service Provider to a Customer on an Event Date(s) in exchange for money or other benefit. This may be, but is not limited to, the hire of a venue or the provision of venue related services.
  • 2.2.14 Event Contract: a contract prepared by Hire Space for the delivery of Deliverables by a Service Provider, specifying the Deliverables required to be delivered to a Customer by a Service Provider(s) on behalf of Hire Space, and the Event Payments payable by the Customer to Hire Space, for an Event(s). An Event Contract may be signed by Hire Space and a Customer.
  • 2.2.15 Event Date(s): the date or series of dates, including any non-consecutive (working) dates, on which an Event for which a Confirmed Booking is made, takes place. Event Date(s) spread over an extended period with specific gaps, such as half-term or other seasonal breaks, shall be considered as a single set of Event Dates for a single occurrence of an Event. For the avoidance of doubt, this definition also encompasses any set up and de-rig days associated with the event.
  • 2.2.16 Event Payments: payments due to be paid by a Customer to Hire Space as part of an Event Contract in exchange for the delivery of Deliverables.
  • 2.2.17 Deliverables: the provision, hire or letting of goods and services by, or on behalf of, a Service Provider to a Customer as part of an Event.
  • 2.2.18 Direct (Enquiries or Bookings): are one of two types of Enquiry or Booking where the contract and payment to provide deliverables for an Event is directly between the Service Provider and Customer.
  • 2.2.19 Force Majeure: shall mean an event beyond the control of either party, including but not limited to:
    • 2.2.19.1. act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);
    • 2.2.19.2. war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilisation, requisition, or embargo;
    • 2.2.19.3. rebellion, revolution, insurrection, or military or usurped power, or civil war;
    • 2.2.19.4. contamination by radio-activity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly;
    • 2.2.19.5. riot, commotion, strikes, go slows, lock outs or disorder, unless solely restricted to employees of the Supplier or of his Subcontractors; or
    • 2.2.19.6. acts or threats of terrorism.
  • 2.2.20 Handled (Enquiries or Bookings): are one of two types of Enquiry or Booking where Hire Space shall be the counterparty for any contract with a Service Provider or the Customer for the provision of any Deliverables. Hire Space shall also handle all payment in these cases.
  • 2.2.21 Hire Space Team: any officer, employee, agent or representative of Hire Space Website Limited, or any other person working on behalf of Hire Space.
  • 2.2.22 Introduction: after, or at the point, an Enquiry is made from which a Service Provider and a Customer communicate directly regarding an Event or other related arrangements. This introduction may be made by Hire Space, directly between the Customer and Service provider or by an unrelated third party.
  • 2.2.23 Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  • 2.2.24 Listing: means a Public Listing or a Private Listing.
  • 2.2.25 Marketing Services: additional marketing activities carried out to market Service Providers to Customers.
  • 2.2.26 Person: shall mean any natural person, or corporate or unincorporated body (whether or not having separate legal personality).
  • 2.2.27 Public Listing: means a web page connected with the Account (as generated by the Site) which describes a Venue available for hire.
  • 2.2.28 Private Listing: means details of a Venue which have been submitted privately to the Hire Space Team (which can otherwise become a Public Listing subject to the express instruction of the Service Provider) for the purpose of allowing the Hire Space Team to advertise a Venue to Customers, otherwise than through the Site. This shall include details for a venue which are in the process of becoming a Public Listing as well as details for a venue which are intended to remain Private.
  • 2.2.29 Recurring Event: shall mean an Event(s) which repeat across multiple Event Dates which have arisen from a single Enquiry, or an Event(s) which re-occur(s) more than once with the same Service Provider with no more than 24 months between adjacent recurrences (unless recurrences have been delayed by pandemic). For the avoidance of doubt:
    • 2.2.29.1. a series of lectures at the same Service Provider, or a Christmas party that repeats at the same venue are considered Recurring Events (i.e. same event recurring), irrespective of how the Customer re-books the repeat events.
    • 2.2.29.2. a company Christmas Party followed by a quarterly reception (i.e. two different events, not recurrences of the same event), each organised at the same Service Provider by the same Customer but via separate Enquiries are not considered Recurring Events.

    • 2.2.29.3. an Event that takes place over an extended period, such as a pop-up, seasonal fair or educational course shall count as a single occurrence. e.g. a recurring residential summer school would count as one occurrence each year.

    • 2.2.29.4. a Service Provider (A) that is proposed to a Customer, via the platform or via a member of the Hire Space Team, for an annual conference, but up being confirmed at an alternative Service Provider (B) that year, and then that Event is confirmed at the Service Provider (A) the following year would count as a commissionable recurrence at Service Provider (A).
  • 2.2.30 Services: means those services described in section 1 of this agreement which Hire Space provides to Service Providers and Customers from time to time, whether through the Site or otherwise.
  • 2.2.31 Service Provider ("You"): means the Person, or any of their representatives, who may provide, hire or let goods or services to a Customer for an Event.
  • 2.2.32 Service Provision Contract: a contract, or other written agreement, prepared by a Service Provider, specifying the Deliverables required to be delivered to a Customer by a Service Provider, and the Service Provision Payments payable by Hire Space to a Service Provider, for an Event(s). A Service Provision Contract may be signed by Hire Space and a Service Provider.
  • 2.2.33 Service Provision Payments: payments due to be paid by Hire Space to a Service Provider as part of an Event Contract in exchange for the delivery of Deliverables.
  • 2.2.34 Site: the website as found at the root domain https://hirespace.com and including all subdomains.
  • 2.2.35 Venue: a location or set of locations of which a Service Provider has operational control over or may be compensated for the use of, and for which the Service Provider has advertised the use of such Venue through Hire Space (whether through the Site or otherwise).

3. Bookings

• 3.1 By using the Services, having been made aware of these terms, you have agreed to receive Enquiries which will be commissionable according to section 5 of these terms. This includes accepting any Enquiries by any of the following actions resulting from an Enquiry either:
  • 3.1.1 providing additional information to Hire Space of a Customer regarding any potential Event; or
  • 3.1.2 accepting contact from a Customer related to a; or
  • 3.1.3 requesting an introduction from Hire Space to a Customer
• 3.2 All Enquiries are or may be subject to review by members of the Hire Space Team prior to being sent to you, or at such time as they are sent to you.
• 3.3 Once an Enquiry has been made to a Service Provider, the Enquiry shall be deemed to have been received by the Service Provider at the time at which the Enquiry is made to the Service Provider, whether or not the Service Provider acknowledges receipt of that Enquiry or can demonstrate receipt of that Enquiry.
• 3.4 Hire Space reserves the right to contact either the Service Provider or the Customer at any time following an Enquiry so as to ascertain the status of the Enquiry and ask for feedback or any contracts related to a Confirmed Booking from either party.
• 3.5 Hire Space will endeavour to release any spaces held on behalf of a Customer immediately, explaining why the Service Provider did not win the business and, when possible, where the business was placed.
• 3.6 From the point of Introduction, the Service Provider and Customer may deal directly with one another for the purpose of arranging an Event
• 3.7 For Bookings resulting from Direct Enquiries:
  • 3.7.1 Hire Space shall have no liability whatsoever to either the Service Provider or the Customer in relation to any contractual dealings between the Service Provider and Customer
  • 3.7.2 All payment shall be made directly between the Customer and the Service Provider
• 3.8 For Bookings resulting from Handled Enquiries:
  • 3.8.1 Bookings shall be contracted via the following process:
    • 3.8.1.1. Hire Space shall receive a Service Provision Contract from a Service Provider
    • 3.8.1.2. Hire Space shall prepare an Event Contract with corresponding Deliverables and Event Payments.
    • 3.8.1.3. Hire Space shall simultaneously enter into this Event Contract with the Customer, and a Service Provision Contract with the Service Providers to deliver the Deliverables to the Customer.
    • 3.8.1.4. For any subsequent additions to the booking, the Service Provider shall inform Hire Space of these additions. Hire Space will then enter into an additional Event Contract with the customer, and Service Provision Contract with the Service Provider. Payment for these subsequent additions will also be processed through Hire Space.
    • 3.8.1.5. Where there is on-the-day spend directly with the Service Provider, the liability for these deliverables will sit between the Customer and the Service Provider. The Service Provider will inform Hire Space of the level of this spend so that Hire Space can issue a separate commission invoice for the incremental Customer Spend where necessary.
  • 3.8.2 The Service Provider accepts that commission and payment shall follow the process laid out in Section 5 and 6 of this contract.
  • 3.8.3 The Service Provider provides the warranties for the Service Provision Contract as described in Section 7 of this contract.
  • 3.8.4 The Service Provider makes the environmental commitments as described in Section 8 of this contract in respect to any Service Provision Contract.
  • 3.8.5 The Service Provider and Hire Space shall adhere to the Confidentiality clause conditions as described in Section 9 of this contract in respect to any Service Provision Contract.
  • 3.8.6 Hire Space and the Service Provider shall have liability for the Service Provision Contract which is limited as specific in Section 10 of this contract.
  • 3.8.7 Compliance with data protection laws, and obligations in the case of a breach of Personal Data, as part of a Service Provision Contract shall be as described in Section 11 of this contract.
  • 3.8.8 Payment of monies from the Customer to the Service Provider, via Hire Space shall be paid out according Section 6 of this contract.
  • 3.8.9 In the event of any conflict between the Service Provider’s standard terms, and the terms of this contract, the terms of this contract shall prevail for any Service Provision Contract. For the avoidance of doubt, this means that Sections 5, 6, 7, 8, 9, 10, and 11 of this contract shall override any future Service Provision Contract signed between the two parties.
  • 3.8.10 Commission is payable in full even if a 3rd party also attempts to claim commission on the booking, for example, but not limited to, by facilitating payment after Hire Space has generated the business.
  • 3.8.11 An Enquiry shall be for any Events which arise from the chain of contact arising from an Introduction. For the avoidance of doubt, if a Customer initially enquiries regarding Event A, but on viewing a venue decides to book that Service Provider for Event B, then both Event A and Event B shall be commissionable. If a Customer returns, not via Hire Space, after Event A and wishes to book Event B then Event B shall not be commissionable. and “Enquiry” shall be interpreted accordingly.

4. Service Provider Obligations

• 4.1 In agreeing to receive Enquiries from Hire Space, the Service Provider agrees to act at all material times in good faith towards Hire Space and in accordance with the Hire Space Code of Conduct which is available at https://hirespace.com/code-of-conduct and may be amended from time to time.
• 4.2 The Service Provider shall provide Hire Space, in a timely manner, the information that Hire Space reasonably requires to carry out its duties, including marketing information for and details of the Services, and information about the Service Provider.
• 4.3 The Service Provider agrees to maintain up to date contact details in connection with the Account, and shall ensure in so far as is reasonably practicable that all guide prices in relation to any Listing, are accurate.
• 4.4 The Service Provider agrees to provide prompt evidence relating to bookings to Hire Space the following information for any Enquiries:
  • 4.4.1 the date it receives a Confirmed Booking;
  • 4.4.2 the Customer Spend payable for the Event;
  • 4.4.3 the Event Date(s);
  • 4.4.4 in the event of a Cancelled Booking, the amount of any non-refundable payment received from the Customer as at the date of cancellation, no later than three Business Days after it receives a Confirmed Booking or Cancelled Booking (as the case may be);
  • 4.4.5 full Service Provider company name, company number; the registered office address, VAT number (if applicable).
  • 4.4.6 and for any direct enquiries and bookings, a copy of the invoice and contract with the client.
• 4.5 In the case that the Service Provider does not provide the details outlined in 4.4 in a timely manner then Hire Space reserves the right to assume or estimate these dates / charges as best it can with the information provided.
• 4.6 The Service Provider may not advertise guide prices on the Site which are higher than any prices routinely quoted to prospective customers, or advertised elsewhere in the ordinary course of the Service Provider’s business. Further, the Service Provider may not quote prices to Customers which include Hire Space commission as an additional fee.
• 4.7 The Service Provider is responsible for the accuracy of all images and text which are connected to the Account, and shall use all reasonable endeavours to ensure that the content is maintained. Hire Space may create content on behalf of the Service Provider using information readily available from the public domain, or supplied to it by the Service Provider.
• 4.8 The Service Provider shall ensure that its Listings do not infringe any applicable laws, regulations or third party rights (including the use of material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).
• 4.9 The Service Provider acknowledges that Hire Space does not purport to monitor the content of any Listings. Hire Space reserves the right to remove content from Listings where it reasonably suspects such content is Inappropriate Content. Hire Space shall notify the Service Provider promptly if it becomes aware of any allegation that any content contained in any Listing on the Site may be Inappropriate Content.
• 4.10 Service Providers shall be under no obligation to accept an Enquiry, but will be deemed to have received an Enquiry when it is first made if they choose to accept the enquiry at a later date in accordance with clause 2.2.12.
• 4.11 In the event that the Service Provider is unwilling or unable to accept an Enquiry, the Service Provider agrees that it shall not refer that Enquiry to another entity, unless that entity is another Service Provider, or an Affiliate, in which case that Affiliate’s attention shall be drawn to these Terms and Conditions and its obligation to pay commission to Hire Space pursuant to clause 5.2. Should the Service Provider refer an Enquiry to another entity that is not another Service Provider then they will be liable to pay any commissions as if the Booking had been made with them.

5. Commission

• 5.1 In consideration of Hire Space facilitating the making of Enquiries to the Service Provider, the Service Provider agrees to, and shall be liable to pay commission to Hire Space, for any Enquiry which results in a Confirmed Booking, in accordance with the provisions set out in this clause 5.
• 5.2 The right of Hire Space to receive commission shall arise at the point at which an Enquiry is made as described in clause 2.2.12.
• 5.3 No commission shall be payable to Hire Space in respect of a Confirmed Booking where the Service Provider can provide written proof that a Customer has entered into bona fide negotiations with the Service Provider, before the Enquiry is made (as described in clause 2.2.21) in respect of the same Event to which a Confirmed Booking relates, in the 3 months immediately prior to making an Enquiry (as described in clause 4.2). This clause 5.3 shall not apply to repetitions of Recurring Events.
• 5.4 Where a Service Provider refers an Enquiry to an Affiliate in accordance with clause 4.11, for any Enquiry which results in a Confirmed Booking, the Affiliate shall be liable to pay commission to Hire Space in accordance with the provisions set out in this clause 4.
• 5.5 For all Confirmed Bookings where money is due from the Customer to the Service Provider, the following rates of commission will apply:
  • 5.5.1 in the event of a Completed or Cancelled Booking, the Agreed Commission of the Customer Spend due from the Customer to the Service Provider (exclusive of VAT); and
  • 5.5.2 in the event of a Handled Booking where the Service Provider cannot, or chooses not to, follow the payment process laid out in Section 6 of this contract, they agree to pay the Agreed Enhanced commission for these bookings. This clause shall override the previous clause 5.5.1 in these cases.
  • 5.5.3 For the avoidance of doubt, whether rates are expressed to the market as inclusive or exclusive of VAT, commission should be expressed on the VAT exclusive rate. For example, to take a hire fee of £100 where the Agreed Commission is 10% and the Service Provider chooses to follow Section 5, the hire fee would be £100.00 + VAT @ 20% = £120.00. Commission @ 10% on the net amount = £10.00 + VAT @ £2.00. Total commission payable = £10 + £2 VAT = £12.
• 5.6 For a Recurring Event, commission at a minimum rate of the Agreed Commission shall be payable for the first 10 occurrences of that event, or all occurrences within the first year, whichever includes the most events. 
• 5.7 All payments due to Hire Space will be subject to VAT at the prevailing rate in force at such time as payment becomes due.
• 5.8 The Service Provider may claim back commission already paid in respect of Confirmed Bookings which are subsequently cancelled by the Customer, through no fault of the Service Provider, subject to providing satisfactory evidence of the same to accounts@hirespace.com, and subject to the deduction of any payment due in respect of the Cancelled Booking under clause 5.5.1.
• 5.9 The Service Provider may not claim back commission which has been paid to Hire Space in respect of a Confirmed Booking which is subsequently cancelled by the Service Provider.
• 5.10 Hire Space reserves the right to charge a different rate of commission to that otherwise advertised on the Site or on a case by case basis at its absolute discretion as agreed in exchange of a signed document with the Service Provider, including for (but not limited to) registered charities. Unless agreed in exchange of a signed document between Hire Space and the Service Provider, the commission shall be the Agreed Commission.
• 5.11 Service Providers will make Hire Space aware at the earliest possible time if another agent may be in a contractual relationship to confirm a booking is acting on behalf of a client. Failure to do so shall be interpreted as not acting in good faith and the expectation in this case will be that the Service Provider will provide full commission to Hire Space.
• 5.12 Where a Booking arises from a Handled Enquiry, all Customer Spend shall be commissionable, irrespective of whether the Enquiry has another claim to commission from a 3rd party.
• 5.13 Termination of the Service Provider’s Account (howsoever arising) shall not affect the continuation in force of this Section 5 and the Service Provider's obligation to pay commission to Hire Space in accordance with it in respect of any outstanding Booking Enquiries as at the date on which the Account is terminated.

6. Payment

• 6.1 For Direct Bookings all payment shall be processed as follows:
  • 6.1.1 All principal payment for the Booking shall be made directly between the Customer and the Service Provider
  • 6.1.2 Service Providers will be invoiced for the payment of commission the day after the first Event Date, or the day that Hire Space first becomes aware of, or estimates according to 2.2.11.3, the Customer Spend.
• 6.2 For Handled Bookings all payment shall be processed as follows:
  • 6.2.1 Upon a signed Event Contract and corresponding Service Provision Contract(s) Hire Space shall immediately
    • 6.2.1.1. process invoices according to the Event Contract and deliver them to the Customer for payment.
    • 6.2.1.2. process purchase orders for Service Provision Contract and deliver them to the Service Provider
  • 6.2.2 The Service Provider may ask for updates on the status of a payment due to them and Hire Space will provide an update promptly on a best endeavours basis
  • 6.2.3 The Service Provider may request that Hire Space requests additional payments from the Customer via Hire Space. Hire Space will provide a mechanism for this, either digitally or via a member of the Hire Space Team.
  • 6.2.4 When a payment is due to the Service Provider under a Service Provision Contract and the corresponding payment has been received from the Customer, Hire Space shall:
    • 6.2.4.1. settle the account in full by either:
      • 6.2.4.1.1. a payment for the amount specified in the Service Provision Contract via three day BACS, this will typically be the case for deposit payments; or
      • 6.2.4.1.2. a payment for the amount specified in the Service Provision Contract, less the commission specified in Section 5 of this contract, via three day BACS, this will typically be the case for single, balance or additional payments; and
    • 6.2.4.2. send remittance for this payment to the Service Provider; and
    • 6.2.4.3. where applicable, send a credited invoice to the Service Provider for all commission due to date under section 5 of this contract. The invoice and due date of these credited invoices shall be the date this payment is made.
  • 6.2.5 Hire Space is not able to make any payment to a Service Provider where the Customer has not made the corresponding payment to Hire Space. Hire Space accepts that this may result in the termination of some Service Provider Contracts under non-payment terms.
  • 6.2.6 Where a payment due under the Service Provider Contract is overdue because the Customer has not made the corresponding payment to Hire Space, Hire Space will keep the Service Provider informed of the payment status from the Customer on a daily basis.
  • 6.2.7 The due date for all invoices raised by Hire Space will be 28 days from the date on which any such invoice is raised.
  • 6.2.8 Hire Space will only accept invoices that match a purchase order from a Service Provision Contract. Invoices must be sent to accounts.payable@hirespace.com.
  • 6.2.9 Invoices payable to service providers will be due according to the payment schedule in the signed Service Provision Contract. Correct invoices presented to Hire Space will be paid weekly on a Thursday and invoices must be presented a minimum of 7 days in advance. These payment terms will override any due date on any invoice or payment schedule in the Vendor’s standard terms.
• 6.3 For all payments due from service providers:
  • 6.3.1 In the event that invoices are not paid within two weeks of their due date, your Account may be suspended.
  • 6.3.2 For any invoices which are more than 30 days overdue, HIre Space reserves the right to pass these debts to a 3rd party debt collection agency or reclaim monies directly via the County Court Money Claim process.
  • 6.3.3 Hire Space reserves the right to charge late payment penalties under the Late Payment of Commercial Debts Regulations 2002 (SI 2002 No 1674) and will charge between £40 and £100, depending on the size of the invoice, in addition to interest charged at 8% over the Bank of England base rate Late Payment of Commercial Debts Regulations 2002 (SI 2002 No 1674).
  • 6.3.4 The liability of the Service Provider for the payment of commission is not subject to, nor conditional upon, the Service Provider having first received payment (whether invoiced or not) from the Customer in respect of the Confirmed or Completed Booking.
  • 6.3.5 If a Customer defaults on payment to the Service Provider, commission remains due and payable to Hire Space. Non-payment from the Customer to the Service Provider does not affect our terms of payment.
• 6.4 If you have any queries about invoices then please contact us directly on accounts@hirespace.com.
• 6.5 Hire Space reserves the right to offer alternate payment terms on a case by case basis at its absolute discretion.

7. Warranties

• 7.1 The Service Provider warrants that they:
  • 7.1.1 have no outstanding claims of tax evasion against them;
  • 7.1.2 have no outstanding claims of bribery against them;
  • 7.1.3 does not engage in Modern Slavery, or any activity which may be interpreted as such;
  • 7.1.4 will not seek to provide any benefit to gain an undue business advantage with either Hire Space or the end client which may be interpreted as a bribe;
• 7.2 holds Public Liability Insurance with cover which is equal to or exceeds £5,000,000
• 7.3 holds Employer Liability Insurance with cover which is equal to or exceeds £5,000,000

8. Environmental

• 8.1 In the delivery of goods and services under this Agreement, the Service Provider commits to:
  • 8.1.1 minimise waste and then reuse or recycle as much of it as possible.
  • 8.1.2 minimise energy and water usage in their buildings and processes
• 8.2 Apply the principles of continuous improvement in respect of air, water, noise and light pollution

9. Confidentiality

• 9.1 The Service Provider shall not disclose:
  • 9.1.1 this Agreement, or any variations to this Agreement, to any third party or refer to this Agreement; or
  • 9.1.2 the details of any Event related to a Service Provider Contract or Enquiry
• 9.2 in any way in any public announcement, press release, advertisement or other form of public statement without the agreement of Hire Space.

10. Personal Data

• 10.1 For the purposes of this section 10:
  • 10.1.1 Data Protection Laws means any applicable law relating to the processing of Personal Data, as applicable to either party or the Services, including:
  • 10.1.2
    • 10.1.2.1. the Directive 95/46/EC (Data Protection Directive) or the GDPR;
    • 10.1.2.2. any laws which implement such laws;
    • 10.1.2.3. any laws that replace, extend, re-enact, consolidate or amend any of the laws stated in (i) and (ii) above;
    • 10.1.2.4. all guidance, codes of practice and codes of conduct issued by any relevant Data Protection Supervisory Authority relating to such Data Protection Laws (whether legally binding or not).
  • 10.1.3 GDPR means the General Data Protection Regulation (EU) 2016/679;
  • 10.1.4 Protected Data means Personal Data received from or on behalf of the Client, or obtained in connection with the performance of Hire Space's obligations under the Agreement; and
  • 10.1.5 Sub-processor means any agent, subcontractor or any other third party engaged by Hire Space (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data.
  • 10.1.6 The terms "Controller", "Data Subject", "International Organisation" "Member State", "Personal Data", "Personal Data Breach", "Processor", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR.
• 10.2 Compliance with data protection laws:
  • 10.2.1 Both parties agree that Hire Space is a Processor and the Service Provider is a Sub-Processor of any Client Data pursuant to this Agreement.
  • 10.2.2 Both parties shall comply with all Data Protection Laws in connection with the processing of Protected Data and the provision of the Services or Deliverables.
  • 10.2.3 Both parties shall implement appropriate technical and organisational measures to protect the Protected Data from accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.
• 10.3 In the case that there is a breach of Personal Data
  • 10.3.1 the Service Provider shall promptly (and in any event within 24 hours) notify Hire Space if it (or any of its Sub-Processors or Hire Space Personnel) suspects or becomes aware of any suspected, actual or threatened occurrence of any Personal Data Breach in respect of any Protected Data.
  • 10.3.2 The Service Provider shall promptly (and in any event within 24 hours) provide all information as Hire Space requires to report the circumstances referred to in this clause 12.4 to a Supervisory Authority and to notify affected Data Subjects under Data Protection Laws
  • 10.3.3 Each party shall be liable for and shall indemnify (and keep indemnified) the other against all actions, proceedings, liabilities, costs, claims, losses, expenses, compensation paid to Data Subjects as described according to Section 11 of this contract.

11. Limitation of Liability

• 11.1 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
  • 11.1.1 death or personal injury caused by negligence;
  • 11.1.2 fraud or fraudulent misrepresentation; and
  • 11.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
• 11.2 subject to clause 11.1, the total liability of either Hire Space or the Service Provider related to an event shall not exceed the total value of the Service Provider Contract for that Event
• 11.3 subject to clause 11.1, the total liability of either Hire Space or the Service Provider not related to a specific event shall not exceed the commission due from the Service Provider to Hire Space in the 12 months preceding the liability.
• 11.4 subject to clause 11.1, the total liability of either Hire Space or the Service Provider not related to Marketing Services shall not exceed the Marketing Service fees due from the Service Provider to Hire Space in the 12 months preceding the liability.
• 11.5 Subject to clause 11.1, the following types of loss are wholly excluded:
  • 11.5.1 loss of profits;
  • 11.5.2 loss of sales or business;
  • 11.5.1 loss of business information or data;
  • 11.5.4 loss of agreements or contracts;
  • 11.5.5 loss of anticipated savings;
  • 11.5.6 loss of use or corruption of software, data or information;
  • 11.5.7 loss of or damage to goodwill;
  • 11.5.8 indirect or consequential loss;

12. Marketing Services

• 12.1 Hire Space may in its absolute discretion offer Prime Marketing or Core Listing services to Service Providers from time to time as described in Section 1, for which a fee is payable on the terms in clause 6.3 of this contract
• 12.2 The Marketing Services shall be offered in accordance with these terms and any additional provisions as agreed on a case by case basis.
• 12.3 The Service Provider accepts that in the course of carrying out the Marketing Services, Hire Space may from time to time promote a Service Provider through marketing literature or social media platforms, and make such representations on the Service Provider’s behalf as the Hire Space Team shall think fit, in order to promote the Venue or Service Provider.
• 12.4 Hire Space makes no representations or warranties that the Marketing Services will result in Confirmed Bookings.
• 12.5 All amounts due to Hire Space in respect of the Paid Services shall be paid by the Service Provider in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
• 12.6 For the avoidance of doubt, Events booked during the time when a Service Provider is being marketed shall be commissionable as described in section 5.
• 12.7 Hire Space reserves the right to cease the Marketing Services with no refund if there is a breach of these terms by the Service Provider.
• 12.8 Hire Space retains the right to full editorial control for all content produced and distributed as part of the Marketing Services. The Service Provider shall have no claim against Hire Space arising from the production or distribution of content as part of the Marketing Services.

13. Intellectual Property

• 13.1 The Intellectual Property Rights in all software made available and content supplied in connection with the Service Provider’s use of the Site and/or Services remains the property of Hire Space and/or its licensors, advertisers and/or content suppliers.
• 13.2 The Service Provider will comply with the terms of any agreement required by the owner of Intellectual Property Rights in all software and content supplied to the Service Provider for the purpose of using the Site and the Service Provider hereby acknowledges that all software that is not made readily available to it is confidential, and that all other rights including but not limited to database rights and copyright are asserted and reserved by Hire Space, its licensors, advertisers and content suppliers.
• 13.3 The Service Provider must not modify, translate, reverse engineer, decompile, disassemble (except to the extent that applicable laws expressly or impliedly prohibit such restriction) or create derivative works based on any software or any documentation accompanying such software supplied by Hire Space, its licensors, advertisers or content suppliers, via the Site.
• 13.4 The Service Provider shall not reproduce any marketing material created or commissioned by Hire Space for the Service Provider for use on the Site, for the Service Provider’s own external marketing off the Site, without written permission from Hire Space.
• 13.5 Any content a Service Provider uploads to Site will be considered non-confidential and non-proprietary. The Service Provider retains all of its ownership rights in such content, but is required and agrees pursuant to these Terms and Conditions to grant Hire Space a limited licence to use, store and copy that content and to distribute and make it available to third parties.
• 13.6 Hire Space may use any images or other media which has been uploaded to a Listing or made publicly available by a Service Provider, for the purpose of marketing Hire Space’s services.
• 13.7 Hire Space reserves the right to disclose a Service Provider’s identity to any third party who is claiming that any content posted or uploaded by the Service Provider to the Site constitutes a violation of their Intellectual Property Rights or of their right to privacy.
• 13.8 Hire Space will not be responsible, or liable to any third party, for the content or accuracy of any content published by Service Providers or Customers to the Site or otherwise.
• 13.9 Hire Space reserves the right to remove any Listing, if in Hire Space’s opinion, that Listing does not comply with acceptable content standards.

14. Notices

• 14.1 We will contact you by e-mail or by providing you with information by posting notices on the Site.
• 14.2 Notices will be deemed received and properly served immediately when posted on the Site and immediately after an email is sent, or three days after the date of posting of any letter sent within the UK.

15. Termination

• 15.1 Without affecting any other right or remedy available to it under these Terms and Conditions, Hire Space may terminate the Service Provider’s agreement with immediate effect, if:
  • 15.1.1 the Service Provider fails to pay any amount due under these Terms and Conditions on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or
  • 15.1.2 the Service Provider commits a material breach of any term of these Terms and Conditions and such breach is irremediable, or (if such breach is remediable) the Service Provider fails to remedy that breach within a period of 30 days after being notified in writing to do so.
• 15.2 The Service Provider may terminate its agreement with Hire Space at any time, or request that one or more Listings be taken down from the Site at any time, by sending notice to venues@hirespace.com.
• 15.3 Hire Space may terminate or suspend any part of the Services at any time, without giving notice to the Service Provider.
• 15.4 Termination of the agreement by either the Service Provider or Hire Space, or termination of the Services by Hire Space (as the case may be) shall not affect any rights, remedies, obligations or liabilities that the parties have accrued up to the date of termination, including the right to claim damages, commissions or other monies due in respect of any breach of these Terms and Conditions which existed at or before the date of termination.
• 15.5 Any Enquiries made to a Service Provider before the date of the Termination of the agreement shall be commissionable after the date of the Termination of the agreement.

16. Indemnity

• 16.1 The Service Provider agrees to indemnify, defend and hold harmless Hire Space, its directors, officers, employees, consultants, agents, and Affiliates, from any and all third party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from, without limitation, the Service Provider’s use of the Site and Services, any breach of these Terms and Conditions, infringement of any Intellectual Property Rights or any other right of any Person or entity, or breach of any duty of confidence or privacy, or any defamatory statements made by the Service Provider in any form.

17. Waiver

• 17.1 No failure or delay by Hire Space to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18. Variation

• 18.1 Hire Space reserves the right to vary this contract unilaterally from time to time. You should regularly check and read the latest version of this contract which will be hosted at https://hirespace.com/Legal for any updates and/or amendments. Hire Space will notify venues should this contract change. If you do not agree to any of the updates or amendments at any time you should cease to use our Services and terminate this contract as per Section 15 of this contract.

19. Severance

• 19.1 If any provision or part-provision of this contract becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this contract.

20. Governing Law and Jurisdiction

• 20.1 This contract and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
• 20.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this contract or their subject matter or formation (including non-contractual disputes or claims).

21. Entire Agreement

• 21.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.
• 21.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement.
• 21.3 No party shall have any claim for innocent or negligent misrepresentation based upon any statement in this agreement.
• 21.4 Nothing in this clause shall limit or exclude any liability for fraud.