1.2 Definitions in these Terms and Conditions:
Agreed Commission: the agreed commission shall be 10%.
Business Day: Monday – Friday and does not include Saturday or Sunday or a bank or public holiday in England.
Completed Booking: The Event takes place in accordance with what was agreed at the time of Confirmed Booking, or on a re-scheduled Event Date which was agreed upon by the Customer and Service Provider.
Cancelled Booking: The Customer notifies the Service Provider that the confirmed event is cancelled and/or postponed for a period of not less than 3 years’ after the date on which a Enquiry is made.
Confirmed Booking: The Service Provider has agreed with the Customer, in writing or otherwise, to undertake the provision, hire or letting of goods and services involved in an Event in exchange for money or other benefit.
Customer Spend: the total final price (exclusive of VAT) agreed to be payable from the Customer to the Service Provider. This may be for the provision, hire or letting of a goods or services by a Service Provider to a Customer on an Event Date(s) (which shall include, but not be limited to, venue hire, accommodation, catering, cancellation fees and all other ancillary services required for the Event, which are provided or facilitated by the Service Provider). 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). If the Service Provider has failed to provide El-Space a Customer Spend within 30 days of the first Event Date(s) then the Customer Spend shall be the maximum feasible Customer Spend according to the information available to El-Space. 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.
(a) 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;
(b) El-Space 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
(c) a Customer makes a telephone call to El-Space regarding an Event and is directly transferred to a Service Provider; or
(d) a Customer engages a venue on premises during a visit that has been facilitated by El-Space, this may include viewings for separate enquiries or client events; or
(e) 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).
An example: if a Customer initially enquiries regarding Event 1, but on viewing a venue decides to book that Service Provider for Event 2, then both Event A and Event B shall be commissionable. If a Customer returns, not via El-Space, after Event 1 and wishes to book Event 2 then Event 2 shall not be commissionable.
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.
Marketing Services:. additional marketing activities carried out to market Service Providers to Customers.
Public Listing: means a web page connected with the Account (as generated by the Site) which describes a Venue available for hire.
Recurring Event: Event/Events which repeat across multiple Event Dates which have arisen from a single Enquiry, or an Event(s) which re-occurs more than once with the same Service Provider.
Services: The services which El-Space provides to Service Providers and Customers from time to time, whether through the Site or otherwise.
Site: the website as found at the root domain and including all subdomains.
Service Provider ("You"): means the Person, or any of their representatives, in who may provide, hire or let goods or services to a Customer for an Event.
2.1 By using the Services, having been made aware of these terms, you have agreed to receive Enquiries. This includes accepting any enquiries by either:
a) providing additional information regarding any potential Event; or
b) accepting or requesting an Introduction to the Customer
2.2 All Enquiries are or may be subject to review by El-Space prior to being sent to you, or at such time as they are sent to you
2.3 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
2.4 From the point of Introduction, the Service Provider and Customer may deal directly with one another for the purpose of arranging an Event, and El-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.
2.5 El-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.
2.6 El-Space, will aim 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
3.1 In agreeing to receive Enquiries from El-Space, the Service Provider agrees to act at all material times in good faith towards El-Space.
3.2 The Service Provider shall provide El-space, in a timely manner, the information that El-Space reasonably requires to carry out its duties, including marketing information for and details of the Services, and information about the Service Provider.
3.3 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
3.4 The Service Provider agrees to provide prompt evidence relating to bookings to El-Space of the following:
(a) the date it receives a Confirmed Booking;
(b) the Customer Spend payable for the Event;
(c) the Event Date(s);
(d) 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);
(e) full Service Provider company name, company number; the registered office address, VAT number (if applicable).
3.5 In the case that the Service Provider does not provide the details outlined in 3.4 in a timely manner then El-Space reserves the right to assume or estimate these dates / charges as best it can with the information provided. For the avoidance of doubt, El-Space reserves the right to assume the maximum feasible spend and to invoice this as the Customer Spend if the Customer Spend is not provided within 30 days of the event.
3.6 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 El-Space commission as an additional fee.
3.7 The Service Provider is responsible for the accuracy of all images and text which are connected to the Account, and shall use all reasonable effort to ensure that the content is maintained.
3.8 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).
3.9 The Service Provider acknowledges that EL-Space reserves the right to remove content from Listings where it reasonably suspects such content is Inappropriate Content. El-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.
3.10 Provider shall be under no obligation to accept an Enquiry, but will be deemed to have received an Enquiry when it is first provided if they choose to accept the enquiry at a later date in accordance with clause 2.1.
3.11 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 pursuant to clause 4.2.
4.1 The Service Provider agrees to, and shall be liable to pay commission to El-Space, for any Enquiry which results in a Confirmed Booking, in accordance with the provisions set out in this clause 4.
4.2 The right of El-Space to receive commission shall arise at the point at which an Enquiry is made and at the earliest of the following events:
(a) When a Customer first submits their contact details on the Site through a Listing belonging to the Service Provider, for the purpose of making contact with the Service Provider (as timed and recorded by the Site); or
(b) When a Customer has asked El-Space to make contact on its behalf, whether by way of email, telephone call, through the Site or otherwise and not the time at which an acknowledgement from the Service Provider is actually received (whether such receipt is deemed or otherwise); or
(c) When a Customer has contacted a telephone number or email address administered or operated by El-Space for the purpose of making contact with the Service Provider or the El-Space Team which is forwarded directly to the Service Provider
(e) When a Customer engages a venue on premises during a visit that has been facilitated by El-Space, this may include viewings for separate enquiries or client events; or
4.3 No commission shall be payable to El-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 4.2) 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 4.3 shall not apply to repetitions of Recurring Events.
4.4 Where a Service Provider refers an Enquiry to an Affiliate in accordance with clause 3.11, for any Enquiry which results in a Confirmed Booking, the Affiliate shall be liable to pay commission to El-Space in accordance with the provisions set out in this clause 4.
4.5 For all Confirmed Bookings where money is due from the Customer to the Service Provider, the following rates of commission will apply:
(a) in the event of a Completed Booking, the Agreed Commission of the Customer Spend due from the Customer to the Service Provider (exclusive of VAT); and
(b) in the event of a Cancelled Booking, and where the Service Provider has retained a non-refundable payment from the Customer, the Agreed Commission of that payment (exclusive of VAT).
4.6 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
4.7 All payments due to El-Space will be subject to VAT at the prevailing rate in force at such time as payment becomes due.
4.8 Service Providers will be invoiced for the payment of commission the day after the first Event Date.
4.9 The due date for all invoices raised by El-Space will be 28 days from the date on which any such invoice is raised.
4.10 For any invoices which are more than 30 days overdue, El-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.
4.11 El-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).
4.12 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.
4.13 If a Customer defaults on payment to the Service Provider commission remains due and payable to El-Space. Non-payment from the Customer to the Service Provider does not affect our terms of payment.
4.14 The Service Provider may claim back commission already paid in respect of Confirmed Bookings which are subsequently cancelled by the Customer, subject to providing satisfactory evidence of the same to email@example.com, and subject to the deduction of any payment due in respect of the Cancelled Booking under clause 4.3(b).
4.15 The Service Provider may not claim back commission which has been paid to El-Space in respect of a Confirmed Booking which is subsequently cancelled by the Service Provider.
4.16 Termination of the Service Provider’s Account (howsoever arising) shall not affect the continuation in force of this clause 4 and the Service Provider's obligation to pay commission to El-Space in accordance with it in respect of any outstanding Booking Enquiries as at the date on which the Account is terminated.
4.17 For the avoidance of doubt, whether rates are expressed to the market as inclusive or exclusive, commission should be expressed on the VAT exclusive rate. For example, a hire fee of £200.00 + VAT @ 20% = £220.00. Commission @ 10% (on the net amount = £10.00 + VAT @ £2.00. Total commission payable = £20 + £2 VAT = £22).
4.18 Service Providers will make El-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 El-Space
4.19 El-Space may have Customer which whom they are contracted as the exclusive venue finder. All bookings from these clients shall be commissionable, irrespective of how the enquiry arises, even if the enquiry is brought to the venue by another venue finder.
5.1 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 El-Space and/or its licensors, advertisers and/or content suppliers.
5.2 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 El-Space, its licensors, advertisers and content suppliers.
5.3 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 El-Space, its licensors, advertisers or content suppliers, via the Site.
5.4 The Service Provider shall not reproduce any marketing material created or commissioned by El-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 El-Space.
5.5 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 El-Space a limited licence to use, store and copy that content and to distribute and make it available to third parties.
5.6 El-Space may use any images or other media which has been uploaded to a Listing or made publicly available by a Service Provider, for marketing purposes
5.7 El-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.
5.8 El-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.
5.9 El-Space reserves the right to remove any Listing, if in El-Space’s opinion, that Listing does not comply with acceptable content standards.
6.1 El-Space shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind the Service Provider in any way, and shall not do any act which might reasonably create the impression that El-Space is so authorised. El-Space shall not make or enter into any contracts or commitments or incur any liability for or on behalf of the Service Provider, including for the provision, hire or let of any goods or services or the price for them.
6.2 El-Space shall disclose to each Customer that it has no authority to enter into any contract on behalf of the Service Provider.
6.3 Nothing in these Terms and Conditions are intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
6.4 El-Space shall not warrant or represent to the Customers that any Service Provider is of satisfactory quality and/or reasonably fit for any of the purposes for which the Service Provider is required.
6.5 The Service Provider acknowledges that if for any reason a Customer is not content with a Service Provider, the Customer’s claim is against the Service Provider and the Service Provider alone.
6.6 El-Space shall use its reasonable endeavours to ensure that use of the Services is safe and secure and that the Site is functioning properly.
6.7 El-Space offers no guarantee that the Site, or any content on it, will always be available or be uninterrupted. Access to the Site is permitted on a temporary basis. El-Space may suspend, withdraw, discontinue or change all or any part of the Site without notice and shall not be liable to the Service Provider if for any reason the Site is unavailable at any time or for any period.
6.8 The Service Provider is responsible for making all arrangements necessary for the Service Provider to have access to the Site, and the Service Provider shall be solely responsible for ensuring that use of the Site does not result in any damage to the Service Provider’s computer systems or data loss which might arise from use of the Site and/or disruption to the Services.
6.9 El-Space shall not be liable to either the Service Provider or Customer in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any other losses arising directly or indirectly from:
(a) use of or an inability to use the Site and/or Services;
(b) delays or disruptions in the operation of the Site and/or Services;
(c) viruses or other malicious software which is acquired by accessing the Site, or any site, services, application or tool linked to the Site;
(d) glitches, bugs, errors, or inaccuracies of any kind in the Site;
(e) a suspension or other action taken in respect to an Account by the El-Space Team;
(f) the duration or manner in which Listings appear in search results;
(g) the Service Provider’s need to modify practices, content, or behaviour or loss of or inability to do business, as a result of changes to these Terms and Conditions or our policies (and El-Space reserves the right to modify its policies and these Terms and Conditions at any time consistent with the provisions outlined in these Terms and Conditions).
6.10 El-Space cannot confirm, and is not responsible for ensuring, the accuracy or truthfulness of Service Providers’ or Customers’ purported identities, or the validity of the information which they provide.
6.11 For the avoidance of doubt, El-Space shall not be liable for any loss or damage caused to the Service Provider arising from the actions or default of any Customer (for whatever reason whatsoever) and El-Space makes no representations or warranties to the Service Provider as to the Customers who may engage with the Service Provider, as a direct result of El-Space carrying out the Services.
7.1 El-Space may in its absolute discretion offer marketing services to Service Providers, for which a fee is payable on the terms in clause 4.10.
7.2 The Marketing Services shall be offered in accordance with these terms and any additional provisions as advertised on the Site or otherwise through the El-Space team (in each case as may be varied from time to time).
7.3 The Service Provider accepts that in the course of carrying out the Marketing Services, El-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 El-Space shall think fit, in order to promote the Venue or Service Provider.
7.4 El-Space shall not in any circumstances have any liability for any losses or damages which may be suffered by the Service Provider (or any person claiming under or through the Service Provider), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(a) special damage, even though El-Space was aware of the circumstances in which such special damages could arise;
(b) loss of profits;
(c) loss of anticipated savings;
(d) loss of business opportunity;
(e) loss of goodwill;
(f) loss of, or damage to (including corruption of), data;
which the Service Provider believes to have arisen as a result of the actions of El-Space in undertaking the Marketing Services, provided that this clause 7.5 shall not prevent claims for loss of or damage to the Service Provider's tangible property that fall within the terms of clause 7.6 or any other claims for direct financial loss that are not excluded by any of categories (a) to (f) inclusive of this clause 7.5;
7.5 The Service Provider agrees that, in accepting these Terms and Conditions, it has not relied on any representations (whether written or oral) of any kind or of any person other than those expressly set out in these Terms and Conditions or (if it did rely on any representations, whether written or oral, not expressly set out in these Terms) that it shall have no remedy in respect of such representations and (in either case) El-Space shall not in any circumstances have any liability otherwise than in accordance with the express Terms and Conditions set out herein.
7.6 Without prejudice to any other express limitation of liability within these Terms and Conditions, the total liability of El-Space, whether in contract, tort (including negligence) or otherwise in connection with the Paid Services, shall in no circumstances exceed a sum equal to 100% of the Charges payable by the Service Provider to El-Space in the period in which the liability arises
7.7 El-Space offers no representations or warranties as to the effectiveness of the Marketing Services for the purpose of generating Booking Enquiries or Confirmed Bookings.
7.8 All amounts due to El-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).
7.9 For the avoidance of doubt, Events booked during the time when a Service Provider is being marketed shall be commissionable as described in section 4.
7.10 El-Space reserves the right to cease the Marketing Services with no refund if there is a breach of these terms by the Service Provider.
7.11 El-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 El-Space arising from the production or distribution of content as part of the Marketing Services.
8.1 We will contact you by e-mail with information by posting notices on the Site.
8.2 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.
9.1 Without affecting any other right or remedy available to it under these Terms and Conditions, El-Space may terminate the Service Provider’s agreement with immediate effect, if:
(a) 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
(b) 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.
9.2 The Service Provider may terminate its agreement with El-Space at any time, or request that one or more Listings be taken down from the Site at any time, by sending notice to firstname.lastname@example.org
9.3 El-Space may terminate or suspend any part of the Services at any time, without giving notice to the Service Provider.
9.4 Termination of the agreement by either the Service Provider or El-Space or termination of the Services by El-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.
9.5 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.
The Service Provider agrees to indemnify, defend and hold harmless El-Space (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.
No failure or delay by El-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.
El-Space reserves the right to vary these Terms and Conditions unilaterally from time to time. You should regularly check and read the Terms and Conditions for any updates and/or amendments. El-Space will notify venues should these Terms and Conditions change. If you do not agree to any of the updates or amendments at any time you should cease to use our Services.
If any provision or part-provision of these Terms and Conditions 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 these Terms and Conditions.
10.1 These Terms and Conditions 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.
10.2 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 these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims).
11.1 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.
11.2 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.
11.3 No party shall have any claim for innocent or negligent misrepresentation based upon any statement in this agreement.
11.4 Nothing in this clause shall limit or exclude any liability for fraud.
12.1 A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 (“the Act”). Where any clause of this Agreement entitles any person to enforce any term of this Agreement under the Act, the parties reserve the right to vary that term or any other term of this Agreement without the consent of that person.