Terms and conditions

Space Connect

  1. Acceptance of these Terms of Use

    1. These Terms apply to your use of the Service (as defined below) which includes the Space Connect App. By registering for the Service and/or accessing or using the Service:
    2. If you do not agree to these Terms or do not agree to our Privacy Policy, you are not authorised to access and use the Service, and you must immediately stop doing so.
  2. Changes

    1. We may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.
  3. Interpretation

    1. Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Software. Your Confidential Information includes the Visitor or Employee Data.
    2. Fees means the applicable fees set out on our pricing page on the Website at https://www.spaceconnect.co/package-pricing or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 7.7.
    3. Force Majeure means an event that is beyond the reasonable control of a party, excluding:
      • an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
      • a lack of funds for any reason.
    4. GDPR means the General Data Protection Regulation of the European Union.
    5. including and similar words do not imply any limit.
    6. Intellectual Property Rights includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
    7. Invited User means any person, other than you, that uses the Service for administrative functions with your authorisation from time to time, including your staff members.
    8. Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.
    9. a party includes that party’s permitted assigns.
    10. a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.
    11. personal information means information about an identifiable, living person.
    12. personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.
    13. Service means the service having the core functionality described on the Website, as the Website is updated from time to time and includes the Software.
    14. Software means the software owned by us (and our licensors) that is used to provide the Service and includes the Space Connect App.
    15. Start Date means the date that we make the Service available to you, as notified to your adminstrator electronically.
    16. Space Connect App means any software, web or mobile application provided by us for use in connection with the Service, including any enhancement or modification.
    17. Terms means these terms titled Space Connect terms of service.
    18. Underlying Systems means the Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.
    19. We, us or our means Space Connect Limited, company number 10740031.
    20. Website means the internet site at www. spaceconnect.co, or such other site notified to you by us.
    21. Year means a 12-month period starting on the Start Date or the anniversary of that date.
    22. Your Data means all data, content, and information (including personal information) owned, held, used or created by you, by Invited Users or by Visitors that is stored using, or inputted into, the Service, including Visitor or Employee Data.
    23. You or your means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.
    24. Visitor or Employee Data means personal information about your visitors or employees that is stored using, or inputted into, the Service.
    25. Words in the singular include the plural and vice versa.
    26. A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.
  4. Provision of service

    1. We must use reasonable efforts to provide the Service:
      1. in accordance with these Terms and laws of England and Wales;
      2. exercising reasonable care, skill and diligence; and
      3. using suitably skilled, experienced and qualified personnel.
    2. Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person
    3. Subject to clause 4.4, we must use reasonable efforts to ensure the Service is available on a 24/7 basis. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website advance details of any unavailability.
    4. Through the use of web services and APIs, the Service interoperates with a range of third-party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third-party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third-party feature, you are not entitled to any refund, discount or other compensation.
    5. If your bandwidth usage on the Service significantly exceeds the average bandwidth usage of the Service, as determined by us, we reserve the right to limit your bandwidth to the Service.
  5. Your obligations

    1. You and the Invited Users must:
      1. use the Service in accordance with these Terms solely for:

        i. your own internal business purposes in the case of you and your Invited Users; and

        ii.lawful purposes; and

      2. not resell or make available the Service to any third party, or otherwise commercially exploit the Service.
    2. When accessing the Service, you and the Invited Users must:
      1. not impersonate another person or misrepresent authorisation to act on behalf of others or us;
      2. correctly identify the sender of all electronic transmissions;
      3. not attempt to undermine the security or integrity of the Underlying Systems;
      4. not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
      5. not attempt to view, access or copy any material or data other than:

        i. that which you are authorised to access; and

        ii. to the extent necessary for you to use the Service in accordance with these Terms; and

      6. neither use the Service in a manner, nor transmit, input or store any data, content or information, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.
    3. You must:
      1. use the Software solely in conjunction with the Service;
      2. not copy (except for your own back-up purposes), reproduce, translate, decompile, reverse-engineer, resell, modify, vary, sub-license or otherwise deal in the Software except to the extent expressly permitted by any law or treaty where that law or treaty cannot be excluded, restricted or modified by these Terms;
      3. ensure the Software is protected at all times from misuse, damage, destruction or any form of unauthorised use, copying or disclosure;
      4. maintain all proprietary notices on the Software;
      5. not transfer, assign or otherwise deal with or grant a security interest in the Software; and
      6. notify us in writing immediately after you become aware of any circumstances which may suggest that any person may have unauthorised knowledge, possession or use of the Software.
    4. You must ensure that you install and use the most recent version of the Space Connect App in accordance with our instructions. We will not be liable for any loss or damage that may result from you failing to comply with this clause.
    5. You must procure each Invited User’s compliance with these Terms and any other reasonable condition notified by us to you from time to time.
  6. Your data

    1. You acknowledge that:
      1. we may require access to Your Data to exercise our rights and perform our obligations under these Terms; and
      2. to the extent that this is necessary but subject to clause 9, we may authorise a member or members of our personnel to access Your Data for this purpose.
    2. You must arrange all consents and approvals that are necessary for us to access Your Data as described in clause 6.1.
    3. You acknowledge and agree that in collecting, holding and processing Visitor or Employee Data through the Service, we are acting as your agent for the purposes of the Data Protection Act 2018 and as the data processor for the purposes of the GDPR. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process Visitor or Employee Data in accordance with these Terms.
    4. We acknowledge that it may, in providing the Services, have access to Visitor or Employee Data comprising “personal data” and that it shall be a "data processor" in respect of such data and you shall be the “data controller”, as such terms are defined in the applicable Data Protection Legislation.
    5. We will take standard industry measures to back up Your Data stored using the Service.
    6. You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any of Your Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that Your Data is Objectionable, incorrect or misleading.
    7. You undertakes that you: i. have obtained and continues to maintain all necessary consents for us to process such personal data in accordance with these Terms; ii. assumes sole responsibility for the accuracy, quality and legality of, and the means by which you acquired any personal data contained in the Visitor or Employee Data.
    8. We undertake that we will: i. use any such personal data solely for the purpose of supply of the Services for the duration of the Terms; ii. process the personal data only in accordance with your instructions consistent with these Terms; iii. take appropriate technical and organisational measures to prevent unauthorised or unlawful processing or, accidental loss or destruction of or damage to such personal data; iv. ensure that our personnel engaged in the processing of personal data are informed about the confidential nature of the personal data, have received appropriate training and have entered confidentiality undertakings which survive the termination their engagement. Access to the personal data when required shall be limited to the personnel providing and supporting the Services hereunder; v. with the exception of incidents caused by you or your Invited Users, we shall notify you without undue delay upon becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to the Visitor or Employee Data including any personal data therein which was transmitted, stored or processed through the Software and take commercially reasonable steps to address such incident.
    9. You acknowledge and agree that we have retained third party sub-processors in connection with the provision of the Services and have entered into written agreements in relation thereto containing data protection provisions not less protective than those in these Terms.
    10. We will make available to you our current list of sub-processors and notify you before authorising replacement of the same in relation to the Software which are the subject of these Terms. In the event that you object to such replacement, your sole option shall be to terminate the concerned Software under these Terms.
    11. To the extent permitted by law, we will promptly notify you if we receive a request from a data subject to exercise its data subject rights of access, rectification, restriction from processing, objection to processing, erasure, data portability, or its right not to be subject to an automated individual decision-making. We will make commercially reasonable efforts to assist you by appropriate technical and organisational measures for the fulfilment of your obligations to respond to such request. To the extent legally permitted, you will be responsible for any costs arising from any such assistance by us.
  7. Fees

    1. You must pay us the Fees.
    2. Other than for credit card payments we will provide you with a valid VAT invoice seven days prior to due date for payment. For credit card payments, we will provide you with valid VAT tax receipts following payment.
    3. All Prices are exclusive of VAT unless expressly stated otherwise. If VAT is payable by us on any sale, you must pay us an amount equal to the VAT at the same time as payment is due.
    4. Subject to clause 7.5, you must pay the Fees:
      1. Within 7 days of the date of the invoice; and
      2. electronically in cleared funds without any set-off or deduction.
    5. If you have elected to pay Fees via our credit card facility we will charge your credit card account on or around the Start Date or the relevant anniversary of the Start Date.
    6. We may increase the Fees by giving at least 45 days’ notice. If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Service in line with clause 12.2.
    7. If you have elected to terminate in line with clause 12.2, we shall provide you with a pro rated refund for any prepaid Fees for any days unused at the end of the notice period. You will be invoiced on a pro-rated basis for any unbilled partial month Fees during the notice period.
  8. Intellectual property

    1. Subject to clause 8.2, title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains the property of us (and our licensors). You must not dispute that ownership.
    2. Title to, and all Intellectual Property Rights in, Your Data (as between the parties) remains your property. Subject to the Data Processing Addendum (if applicable), you grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate Your Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.
    3. To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.
    4. If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together feedback:
      1. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
      2. we may use or disclose the feedback for any purpose.
    5. You acknowledge that the Service may link to third party websites that are connected or relevant to the Service. Any link from the Service does not imply that we endorse, approve or recommend, or have responsibility for, those websites or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites.
  9. Confidentiality

    1. Each party must, unless it has the prior written consent of the other party:
      1. keep confidential at all times the Confidential Information of the other party;
      2. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
      3. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 9.1a and 9.1b.
    2. The obligation of confidentiality in clause 9.1a does not apply to any disclosure or use of Confidential Information:
      1. for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms
      2. required by law (including under the rules of any stock exchange);
      3. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
      4. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
      5. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9.
  10. Warranties

    1. Each party warrants that it has full power and authority to enter into, and perform its obligations, under these Terms.
    2. To the maximum extent permitted by law:
      1. a. our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to £100.00; and
      2. b. we make no representation concerning the quality of the Service and do not promise that the Service will:

        i. meet your requirements or be suitable for a particular purpose, including that the use of the Service will fulfil or meet any statutory role or responsibility you may have; or

        ii. be secure, free of viruses or other harmful code, uninterrupted or error free.

    3. You agree and represent that you are acquiring the Service, and accepting these Terms, for the purpose of a business and that the Consumer Rights Act 2015 and any other applicable consumer protection legislation does not apply to the supply of the Service or these Terms.
    4. 10.4. Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:
      1. supplying the Service again; and/or
      2. paying the costs of having the Service supplied again.
  11. Liability

    1. Our maximum aggregate liability under or in connection with these Terms or relating to the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed £100.00. The cap in this clause 11.1 includes the cap set out in clause 10.2a.
    2. Neither party is liable to the other under or in connection with these Terms or the Service for any:
      1. loss of profit, revenue, savings, business, use, data (including Your Data), and/or goodwill; or
      2. consequential, indirect, incidental or special damage or loss of any kind.
    3. Clauses 11.1 and 11.2 do not apply to limit our liability under or in connection with these Terms for:
      1. personal injury or death;
      2. fraud or wilful misconduct; or
      3. a breach of clause 9.
    4. Clause 11.2 does not apply to limit your liability:
      1. to pay the Fees;
      2. under the indemnity in clause 6.6; or
      3. for those matters stated in clause 11.3a to 11.3c.
    5. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.
    6. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Service.
  12. Term, termination and suspension

    1. Unless terminated under this clause 12, these Terms and your right to access and use the Service:
      1. starts on the Start Date; and
      2. continues until a party gives notice that these Terms and your access to and use of the Service will terminate on the expiry of that notice.
    2. You may terminate for your convenience by providing 30 days’ notice, and any adjustments to Fees shall be processed in line with clause 7.7.
    3. Either party may, notice to the other party, immediately terminate these Terms and your right to access and use the Service if the other party:
      1. breaches any material provision of these Terms and the breach is not:

        i. remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or

        ii. capable of being remedied; or

      2. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
    4. Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.
    5. On termination of these Terms, you must pay all Fees for the provision of the Service prior to that termination.
    6. No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.
    7. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms but subject to clause 12.8, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
    8. On termination of these Terms, we may, at our sole discretion, elect to retain Your Data in suspense for up to 6 months (which means that Your Data may be able to be recovered if you subsequently restart the Service) or delete or anonymise all of Your Data from our Service. We give no guarantee that Your Data can be recovered once your account is cancelled. We are not liable for any loss or damage following, or as a result of, cancellation of your account, and it is your responsibility to ensure that Your Data which you require is backed-up or replicated before cancellation. You acknowledge that we are unable to supply a complete copy of Visitor images and signature records whether before or after termination.
    9. Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove relevant data if we consider that you or any of your personnel have:
      1. undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;
      2. used, or attempted to use, the Service:

        i. for improper purposes; or

        ii. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service;

      3. transmitted, inputted or stored any data (including Your Data) that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading;
      4. you fail to make payment of the Fees prior to the payment due date; or
      5. otherwise materially breached these Terms.
  13. General

    1. Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.
    2. No person other than you and us has any right to a benefit under, or to enforce, these Terms.
    3. For us to waive a right under these Terms, that waiver must be in writing and signed by us.
    4. Subject to clause 6.3, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.
    5. If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications.
    6. These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of England. Each party submits to the non-exclusive jurisdiction of the Courts of England in relation to any dispute connected with these Terms or the Service.
    7. Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 6.6, 8, 9, 11, 12.4 to 12.9 and 13.6, continue in force.
    8. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
    9. Subject to clauses 2 and 7.6, any variation to these Terms must be in writing and signed by both parties.
    10. These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.
    11. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.

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