Who we are, how to contact us and our role
Spacehive Ltd ("Spacehive", "we", "us", or "our") are registered in England and Wales under
company number 7553730 and have our registered office at 68 Hanbury St, London E1 5JL. Our
VAT number is 115424544.
To contact us, please email email@example.com or write to us at our registered office address
Spacehive is an online crowdfunding platform for local projects. Spacehive allows people (
Creators and Project Owners"
) to post projects on our website to raise the funds to progress the
We provide an ‘online meeting place’ and crowdfunding platform services (the "Service") via the
Platform (the "Services") on and through our website www.spacehive.com ("Site") through which
Project Owners can raise finance for their community focused Projects. By providing this Service
we facilitate agreement, subject to the terms set out herein, between Project Owners and Backers
and/or Fund Owners and/or Customers for Pledges.
We will not be involved in the management of or use of Pledges in relation to a Project nor will we
directly offer or fulfil Rewards (as defined herein) offered by Project Creators ourselves.
Other than as mentioned above, we do not have any involvement in any arrangements Project
Owners or Backers or Fund Owners or Customers make with each other through our Services
and/or the Platform. We therefore do not accept any responsibility for the nature or quality of a
Project or any Rewards or returns, nor do we promise that any Project Owner or Backer or Fund
Owner or Customer, will do as they promise. The arrangements you make are solely private and
the contracts relating to Projects, Pledges, and/or Rewards are made directly between the
individual parties concerned. Accordingly, when using our Site or our Services, you take full
responsibility for your arrangements with other Users of the Site whom you contact and the nature,
terms and extent of your arrangements with them and obligations to them.
We do not verify the identity of anyone who becomes a Project Owner nor the information they
provide about their Project, the Rewards offered or themselves. We cannot therefore give any
guarantee that any of the Project Owners are who they say they are or that the information they
provide is accurate, complete or true. Consequently, we make no recommendation or
representations in relation to any Project Owners or their Projects.
provides links to our policies. These apply to your use of this Site and the Services including the
types of content you are permitted to post, the types of projects we permit you to offer and what we
do with any personal information we collect as you use this Site and/or the Services.
Any defined terms not defined in the body of this Agreement are set out in Clause 20. This
Agreement sets forth the legally binding terms and conditions for your use of the Site and
Service and applies (unless otherwise stipulated herein or communicated to you by
Spacehive) to all Users of the Site and/or the Platform and/or Services ("User"), including
all Users of the Site who are also contributors of content, information, and other materials
or services on the Site. By using this Site and/or Service in any manner you agree to be
bound by this Agreement.
www.spacehive.com/cookiepolicy, and all other rules, policies and procedures that may be
published from time to time on the Site each of which may be updated by Spacehive from
time to time without notice to you. The Services and any ancillary services offered through
the Service may be subject to additional terms and conditions promulgated by Spacehive
from time to time; your use of the Services and such ancillary services is subject to those
additional terms and conditions, which are incorporated into this Agreement by this
We may revise this Agreement from time to time by updating this page and the revised
check this Agreement periodically for changes. Your continued use of the Service
We do not guarantee that our Site, the Service or any content on the Site or the
Documentation provided through the Service, will always be available or be uninterrupted.
We may change, suspend, or discontinue use of the Site or the Services or any part at any
time with or without notice. Where notice is given, it may be posted on the Site or sent by
email. We retain discretion to impose limits on certain features or services, and/or restrict
your access to parts or all of the Site and/or the Services without notice or liability.
Spacehive may, in its sole discretion, refuse to offer the Site and/or the Services to any
person or entity and may change its eligibility criteria at any time.
You are also responsible for ensuring that all persons who access our Site through your
conditions, and that they comply with them.
organisation. We will always tell you in writing if this happens and we will ensure that the
transfer will not affect your rights under the Agreement.
Our Site is directed to people residing the United Kingdom. We do not represent that
content available on or through our site is appropriate for use or available in other
You may browse the Site and view Content without registering. You may be required to
register to open an account with Spacehive ("Account") and select a password and
username to access certain parts of the Site and/or use the Services to, for example, post
a Project and become a Project Owner or make a Pledge as a Backer or a Fund Owner or
a Customer which may only be done by signing up and creating an Account.
Where you are required to open an Account with Spacehive:
you must provide us with accurate and complete registration information (failure
to do so shall constitute a breach of this Agreement and may result in the
immediate termination of your Account);
you must safeguard your username and password;
you authorise us to assume that any person using the Site through your Account
is either you or authorised to act for you; and
you shall not select or use as a username or the name of a domain:
- a name of another person with the intent to impersonate that person;
a name that is subject to any rights of a person other than you without
appropriate authorisation; or
- a name that is offensive, vulgar or obscene.
Spacehive has sole discretion to refuse, suspend, terminate or cancel your registration of
your Account and/or access to the Site and/or the Services on the basis of a breach of any
of the requirements in Clause 2.2 above or where Spacehive believe you have breached
Account and shall be responsible for maintaining the confidentiality of your password. You
shall never use another User’s Account without such other User’s express permission.
You shall immediately notify Spacehive in writing of any unauthorised use of your Account,
or other Account-related security breach of which you are aware.
You can request deletion of your Account at any time as long as you do not have any
active Projects or any outstanding Pledges relating to unexpired Projects you have
backed. Please email us at firstname.lastname@example.org to request deletion of your Account.
We reserve the right to delete your account at any time.
Registering with Spacehive is free; however:
for PO’s, Spacehive retains a small proportion of pledges made as a fee for our
Services provided to the Project Owner detailed on the "Costings" section of the
Project on the Site ("Project Page"). Fees are collected for Spacehive by the
Payment Platform and Spacehive invoices Project Owners ("POs") in respect of
donations made outside of the Site. Our fees amount to 5% + Vat of the subtotal
of cost items listed in the Costings section of the Project Page ("Project Fees").
Changes to any Project Fees are effective once posted on the Site. We may
choose to temporarily change the fees for our Services for promotional events or
new services, and such changes are effective when we post the promotional
event or new service on the Site.
for Fund Owners, Backers and/or Customers a subscription fee ("Subscription Fee")
is payable for their use of the Services ("Subscription Package") as
stipulated in clause 14
You are responsible for paying all fees and applicable taxes associated with your use of
the Site and/or the Services.
- You acknowledge that Content on the Site is subject to certain Intellectual Property Rights.
All of the Content on the Site is owned by (and all copyright, trade mark and other
intellectual property rights in that content shall at all times remain vest in) us or our
licensors and is protected by UK and international copyright and other intellectual property
Our Content includes any information or other material found on or via the Site, including
without limitation text, databases, graphics, videos, software and all other features found
on or via the Site.
Content may be accessed for your own personal, non-commercial use only. Where the
functionality is provided, you may also for this purpose download reasonable excerpts of
Content. Other than this, you shall not use, download, copy, licence, distribute, perform,
publish, transfer, modify, translate, create derivative works from, or otherwise exploit any
Content. You shall not reverse engineer or otherwise attempt to derive any source code or
underlying ideas or algorithms of any part of the Site, except to the limited extent that the
Applicable Law specifically allows.
Nothing you do on or in relation to the Site will transfer any Intellectual Property Rights to
you or license you to exercise any Intellectual Property Rights unless this is expressly
You shall abide by and maintain all copyright notices, information, and restrictions
contained in any Content accessed through the Services.
We expressly prohibit linking by other sites to any part of this Site other than the home
page (so-called "deep-linking") or other than we have otherwise expressly given
permission. In addition, we expressly prohibit the linking to the home page of this Site in
such a manner that suggests or could be understood to imply that any part of this Site is
part of another web site and, in particular, third parties must not frame or use other
techniques to enclose any part of this Site.
Your Use of the Site
You shall not (nor permit any third party using your Account):
disrupt or interfere with the Site (including, without limitation, by the introduction of
computer viruses, logic bombs, Trojan horses, worms, harmful components,
corrupted data or other malicious software or harmful data) or otherwise misuse
the Site (including, without limitation, by hacking);
take any action that: (i) imposes or may impose an unreasonable or
disproportionately large load on Spacehive’s (or its third party providers’)
infrastructure; (ii) bypasses any measures Spacehive may use to prevent or
restrict access to the Services (or other accounts, computer systems or networks
connected to the Services); (iii) runs Maillist, Listserv, any form of auto-responder
or "spam" on the Services; or (iv) uses manual or automated software, devices, or
other processes to "crawl" or "spider" any page of the Site;
- violate any Applicable Law through your use of the Site;
collect or store personal data about other Users of the Site other than in
post or transmit to or from the Site any material that:
- you know is false, misleading, untruthful or inaccurate;
is threatening, defamatory, offensive, pornographic, obscene, indecent,
seditious, abusive, liable to incite racial hatred, discriminatory, menacing,
scandalous, inflammatory, blasphemous, in breach of confidence, in breach
of privacy, or which may cause unreasonable annoyance or inconvenience;
impersonates any person or entity, including any employee or
representative of Spacehive;
- constitutes unsolicited or unauthorised advertising or promotional material;
infringes any Intellectual Property Rights of any person or violates any law
or contractual duty; or
you have not obtained all necessary licences and/or approvals to post.
Spacehive will fully cooperate with any law enforcement authorities or court order
requesting or directing us to disclose the identity or locate anyone posting any material
(whether or not in breach of section 4.1(e) above).
- You shall abide by the Applicable Law in relation to your use of the Site and Services.
Spacehive does not guarantee that any Content or User Submissions (as defined in
Clause 8.1) will be made available on the Site or through the Services. Although we make
reasonable efforts to update the information on our Site, we make no representations,
warranties or guarantees whether express or implied, that the Content on our Site is
accurate, complete or up to date. Spacehive has no obligation to monitor the Site,
Services, Content, or User Submissions. Spacehive reserves the right to remove, edit or
modify any Content (including without limitation any User Submissions) in its sole
discretion at any time without notice to you and for any reason (including, but not limited
to, upon receipt of claims or allegations from third parties or authorities relating to such
Content or if Spacehive is concerned that you may have violated this Agreement), or for
no reason at all.
The Content on our Site is not intended to amount to advice on which you should rely. You
must obtain professional or specialist advice before taking, or refraining from, any action
on the basis of the Content on our Site.
The Site and Services may link to other third party websites or resources which are not
under Spacehive’s control (including, without limitation, sites linked through
advertisements or search engines) ("Third Party Sites"). Spacehive has not reviewed
Third Party Sites and the inclusion of any such link does not imply endorsement by
You acknowledge and agree that Spacehive is not responsible or liable for the content,
functions, accuracy, legality, appropriateness or any other aspects of Third Party Sites and
you agree to access them at your own risk. You further acknowledge and agree that
Spacehive shall not be responsible or liable, directly or indirectly, for any damage or loss
caused or alleged to be caused by or in connection with the use of or reliance on any such
content, goods or services available on or through any Third Party Site.
Personal Data and Cookies
In using the Site you may provide us with "personal data" as defined in the Applicable
Data Protection Laws.
By using the Site you consent to our use of your personal data in accordance with our
If Spacehive provides any User of the Site or Services (including, without limitation a
Project Creator, Project Owner, Fund Owner or Customer) with any personal data, such
user (the "Data User") shall be the data controller of that personal data in relation to such
use. The Data User undertakes that it shall: (a) only process such personal data to the
extent and in such manner as is reasonably necessary, for the purpose for which it has
been given the personal data (the "Data Purpose"); (b) comply with Applicable Data
Protection Laws whilst processing such personal data and in particular, but without limit,
keep such personal data secure; (c) not disclose the personal data to any person (except
as necessary for the Data Purpose); and (d) indemnify Spacehive against any claim
brought by a third-party arising from a breach of its obligations under this Clause 6.3.
You may cancel your Account at any time by writing to us at email@example.com. Any
fees paid hereunder are non-refundable. All provisions of this Agreement which by their
nature should survive termination shall survive termination, including, without limitation,
the Clauses entitled "Disclaimer", Limitation of Liability" and "General Provisions" and any
ownership provisions, warranty disclaimers, indemnities and limitations of liability.
We may cancel your access to all or any part of the Services at any time, with or without
cause or notice, effective immediately, which may result in the forfeiture and destruction of
all information associated with your Account.
We may cancel your Account if we reasonably believe that you have violated any
Applicable Law, breached this Agreement, or have violated our rights or those of another
User of the Site or Services.
Following cancellation of your Account we may retain any information linked to your
Account for such period as may be required by Applicable Law.
If you add, create, upload, submit, distribute, collect, or post ("Submitting" or
"Submission") content to the Site (collectively, the "User Submissions") you must
adhere to the Spacehive Acceptable Use Policy. You warrant that all User Submissions
shall comply with those standards, and you will be liable to us and indemnify us for any
breach of that warranty. This means you will be responsible for any loss or damage we
suffer as a result of your breach of warranty. When you upload User Submissions or post
content to our Site, you grant us and the Users of the Site and/or the Service, the following
rights to use the User Submissions: a non-exclusive, worldwide, perpetual, irrevocable,
royalty-free, sub-licensable to use, reproduce, distribute, prepare derivative works of,
display, and perform that user-generated content in connection with the Service provided
by the Site and across different media including to promote the Site or the Services and a
worldwide, non-exclusive, royalty-free, transferable licence for other Users, partners or
advertisers of the Site to use your User Submissions for their purposes.
You agree to waive all moral rights you have in the Content to the fullest extent permitted
by the Applicable Law.
By Submitting any User Submission to the Site, you:
acknowledge that you may be identified publicly by your username in association
with any such User Submission; and
represent and warrant, and can demonstrate to Spacehive’s satisfaction upon
request that you: (i) own or otherwise control all Intellectual Property Rights and
rights to privacy in all content in your User Submissions; (ii) have full authority to
act on behalf of any and all owners of any right, title or interest in and to any
content in your User Submissions to use such content as contemplated by this
Agreement and to grant the licence rights set forth above; (iii) have the
permission to use the name and likeness of each identifiable individual person
and to use such individual’s identifying or personal information as contemplated
by this Agreement; and (iv) are authorised to grant all of the aforementioned
rights to the User Submissions to Spacehive and all Users of the Site and/or the
Spacehive reserves the right to edit, cancel, interrupt or suspend a posting of Content
and/or a Project or Microsite at any time for any reason.
Project Creator/Owner and Rewards
Following registration of an Account the Project Owner (previously known as Project
Delivery Manager or PDM) shall be responsible for accurately compiling and submitting to
Spacehive a Project Plan and Budget for the relevant Project.
The Project Owner agrees and acknowledges that Spacehive may reject or request
changes to the Project Plan and Budget.
Once a Project Plan and Budget has been accepted by Spacehive and the Project has
reached the ‘Details Verified Phase’, the Project Owner represents and warrants that the
Project Plan and Budget is accurate and complete in all material respects. The Project
Owner may then post details of the Project on the Project creator’s Project Page.
The Project Owner is responsible for the accuracy of all content on the Project Creator's
Unless expressly stated otherwise, Spacehive does not act as Project Creator or Project
Owner and accepts no liability for the actions of the Project Creator or Project Owner.
At its sole discretion, Project Creators/Owners may offer non-monetary rewards
("Rewards") to Backers of their Projects. Rewards may be sourced independently or from
donors ("Reward Donors").
In the event that the Project Creator/Owner chooses to offer Rewards to Backers of its
Project, it is the responsibility of the Project Creator/Owner to: (a) agree the contractual
terms with the Reward Donors for receiving the Rewards; (b) create and display on the
Project Creator’s/Owner’s Project Page terms and conditions for receiving the Rewards
(compliant with all legal requirements and codes of practices) ("Reward Terms") which
will be binding on eligible Backers; and (c) arrange delivery of Rewards in accordance with
the Reward Terms.
The Reward delivery date listed in a Project Creator’s/Owner’s Project’s Reward Terms is
an estimate of when the Project Creator/Owner will provide the Reward and not a
guarantee. Project Creators/Owners shall specify Reward delivery dates with care and
shall communicate with Backers about any changes.
Project Creators/Owners may communicate with Backers to obtain information such as
delivery addresses or clothing sizes and Backers shall provide any requested information
in a reasonable amount of time.
Project Creators/Owners shall not offer Rewards that violate any of Spacehive’s rules or
guidelines or violate Applicable Law. A Project Creator’s/Owner’s Reward Terms do not
form part of this Agreement. Spacehive accepts no liability for the failure of Project
Creator/Owner to deliver Rewards to Backers. The Project Creator/Owner hereby
indemnifies Spacehive against any claims made by Backers against Spacehive arising
from the Project Creator’s/Owner’s failure or alleged failure to deliver Rewards.
Appointment of Project Owner
Spacehive will verify the viability and feasibility of the Project Creator’s/Owner’s Project
before a Project is permitted to proceed to fundraising pursuant to Clause 14 below.
Spacehive retains the right to request information from Project Creators/Owners as part of
its ongoing monitoring of Projects and the Site. However as already stipulated above
Spacehive will not verify the identity of anyone who becomes a Project Owner nor the
information they provide about their Project or the Rewards offered nor will we provide any
guarantee that any of the Project Owners are who they say they are or that the information
they provide is accurate, complete or true.
As default, the Project Creator is also the Project Owner ("PO"), and (a) agrees to deliver
the Project as set out in the Project Plan and Budget; and (b) agrees to comply with its
obligations under Clause 11 of this Agreement in delivering the Project.
If the Project Creator wishes, they can nominate an external PO for the relevant Project.
PO Nominees will receive an email from Spacehive requesting the PO Nominee’s
agreement to act as PO for the relevant Project as set out in the final form Project Plan
and Budget ("PO Appointment Request"). On accepting the PO Appointment Request,
the PO Nominee: (a) is appointed as PO for the relevant Project; (b) agrees to deliver the
Project as set out in the Project Plan and Budget; and (c) agrees to comply with its
obligations under Clause 11 of this Agreement in delivering the Project.
In no circumstances does Spacehive act as a PO.
Obligations of the Project Owner
This Clause 11 sets out the obligations and responsibilities of PO in relation to an
individual Project (as set out in the relevant Project Page on the Site).
In relation to each and any Project, the PO agrees: (a) to use the relevant funds raised
only for the purposes of the Project and in accordance with the terms of this Clause 11;
and (b) not to use the relevant funds raised for any other purpose without the prior written
agreement of Spacehive.
A Project Owner shall:
meet all commitments you make in your Project including, but not limited to,
delivering all Rewards you offer to Backers;
promptly and accurately respond in full and to Spacehive’s satisfaction to all
queries, clarifications or requests made by Spacehive and/or any Funder;
promptly contact and work with Funders to reach a mutually satisfactory
resolution, which may include refunding their Pledges if you are unable to fulfil
any of your commitments (including providing any Rewards);
comply with all applicable laws and regulations in relation to your Project, your
use of Pledges and your offer and fulfilment of Rewards;
be responsible for paying all fees and collecting and remitting all applicable taxes
(including income tax and VAT or similar taxes) connected with your use of Site
and/or the Service, the Pledges you receive and the Rewards you offer;
where you have received any Pledges, be responsible for issuing refunds of
Pledges to and responding to requests for refunds of Pledges from Funders;
not take any action or make any business or other decision in reliance of having
your Project posted on our Site or the Platform; and
provide all assistance and co-operation required by us from time to time, including
by providing copies of any records or information you hold, in particular in respect
of any regulatory investigation, audit or enquiry.
The PO shall complete the Project in accordance with all material details on the Project
Page (subject to any reasonable amendments which may be required by Spacehive or
Applicable Law). The PO shall act in the best interests of the Funders and use reasonable
care to perform the PO Services to the standard that may be expected of someone
experienced at implementing projects of a similar size, scope and complexity to the
The PO acknowledges that the funds raised on the Platform is the only source of funds for
any relevant Project and the PO shall have no right to require any further monies or
funding for the Works or the Project or remuneration for the PO Services from Spacehive,
Customers, Fund Owners or the Backers. Any costs or liabilities in delivering the Project
which exceed the amount of the funds raised shall be for the PO’s own account and in no
circumstances shall Spacehive, Fund Owners, Customers or the Backers be liable to
make any payment in respect of such costs or liabilities.
The PO shall make the necessary arrangements with the Payment Platform to enable
funds to be donated by Funders for a Project and to be paid to (and refunded by) the PO
subject to the terms of this Clause 11.
The PO shall be entitled to retain from the funds raised as remuneration for the PO
Services only such amount as may be specified on the relevant Project Page.
If the costs of delivering a Project in accordance with the relevant Project Page are less
than the Net Total Donations, the PO shall apply the surplus in accordance with the
Project Page or as otherwise stated on the Site in relation to the application of surplus
The PO shall in respect of a relevant Project:
on request, keep Spacehive informed on all aspects of the progress of the Project
and on request provide Spacehive with all such other information, explanations
and documents in connection with the Project or proper use of the funds raised
as Spacehive may reasonably require;
properly manage any contractors and volunteers employed or engaged by the PO
to facilitate performance of the PO Services;
grant any person authorised by Spacehive reasonable access to its employees,
agents, premises, facilities and records, for the purpose of monitoring and
evaluating the PO’s fulfilment of this Clause 11;
advise Spacehive as soon as is reasonably practicable of any matters that will or
are reasonably likely to delay the completion or increase the cost of a Project;
maintain appropriate insurance (in line with the size, scope and complexity of the
Project) to cover its liability; and
if requested by Spacehive, provide a final report on completion of the relevant
Project which shall confirm whether the relevant Project has been successfully
and properly completed.
The PO’s appointment of contractors shall not limit or derogate from the PO’s obligations
under this Agreement and the PO shall be liable for all acts and omissions of any
contractors it employs.
In respect of the relevant Project, the PO shall indemnify and hold harmless Spacehive,
and the Funders from all liabilities, claims, losses and expenses arising from a breach by
the PO of this Clause 11, including, but not limited to, reasonable legal fees, that arise
from or relate to:
the performance of a Project, failure to complete, or an unreasonable delay in
completing, the Project; or
death, illness or injury to any third party or personnel of the PO or for loss of or
damage to any third party’s property or the property of personnel of the PO and
arising out of any act, error or omission (whether negligent or otherwise) on the
part of the PO, its affiliates or agents in the performance of any of its obligations
Where the PO has been provided with a right to use the Intellectual Property Rights of
Spacehive or its licensors (as the case may be) in connection with a Project (including
without limitation the Spacehive name and logo), the PO shall, on termination or expiry of
its appointment, cease to use such Intellectual Property Rights immediately and shall
either return or destroy any materials comprising such Intellectual Property Rights as
requested by Spacehive.
The PO shall at all times keep secret and confidential all information designated as being
confidential (or whose confidentiality is implied) which is disclosed to it by Spacehive, or
the Project Creator, as a result of its involvement in the relevant Project and shall not use
or disclose such information to any person save to the extent necessary for compliance
with its obligations under this Clause 11 or as required by Applicable Law.
The obligation of confidentiality contained in this Clause 11 shall not apply or shall cease
to apply to any such information (a) which at the time of its receipt by the PO is already in
the public domain or which subsequently enters the public domain other than by breach of
Clause 11.13 by the PO; (b) which is already known to the PO at the time of its disclosure
and was not otherwise acquired by the PO under any obligations of confidence; (c) which
is acquired by the PO from a third party having the right to disclose the same; or (d) whose
disclosure is required by Applicable Law or ordered by any court of competent jurisdiction
or any competent judicial, governmental, supervisory or regulatory body.
Without prejudice to Spacehive's other rights and remedies, Spacehive may at its sole
discretion terminate the appointment of a PO in respect of all of relevant Projects at any
time with or without cause upon notice to the PO.
After fundraising has commenced for a particular project, the PO may only terminate its
appointment for such Project if it finds a substitute PO ("Substitute PO") approved in
writing by Spacehive. The Substitute PO shall assume the rights and obligations of the PO
under this Agreement.
If Spacehive exercises its rights of termination under Clause 11.15 the PO shall upon
receipt of the relevant notice from Spacehive:
take immediate steps to procure that all outstanding work in relation to the
relevant Project(s) is terminated as soon as reasonably practicable in an orderly
refund to each Funder, through the relevant Payment Platform, such proportion of
the relevant donation as reflects the total of the Fund for the relevant Project less:
(i) the cost of Works carried out in accordance with the Project Page of the
relevant Project prior to the date of such termination; (ii) that part of its
remuneration for the relevant Project pursuant to Clause 11.6 which shall have
accrued prior to the date of such termination; and where relevant, (iii) subject to
this Clause 11.17, the direct costs wholly and necessarily incurred by the PO and
resulting from such termination provided always that the same have arisen
otherwise than through any act omission default or negligence on the part of the
PO. The PO shall also be entitled to deduct from such refund any reasonable
costs incurred in making arrangement to pay such refund.
Upon any termination of a PO’s appointment for a Project, Spacehive shall not be liable to
the PO for any loss of profit, loss of contracts or other costs, losses and/or expenses
arising out of or in connection with such termination.
Any termination of a PO’s appointment in relation to a particular Project shall not affect the
continuance of the PO’s obligations to perform the PO Services in relation to any other
The PO (and all Users of the Site or Services) acknowledge and agree that Spacehive
shall have no liability for any consequences, whether direct or indirect, that may arise from
the PO accepting an appointment under this Agreement, or the use of the Fund, in relation
to any Project. In particular, but without limitation, Spacehive shall not be liable to the PO
for any direct or indirect loss, costs or expenses arising out of or in connection with the
PO’s appointment or any termination.
The PO warrants, undertakes and agrees that at all times: (a) it has all necessary
resources and expertise to deliver the Project set out in the relevant Project Page; (b) it
has not committed any Prohibited Act; (c) it shall at all times comply with all Applicable
Law; (d) all financial and other information concerning the PO which has been disclosed to
Spacehive or posted on the Site in relation to the Project is to the best of its knowledge
and belief, true and accurate; and (e) any donations made offline direct to the PO and
represented to Spacehive are true and accurate.
In relation to any legal action, dispute, difference or proceedings between the PO and
Spacehive arising out of or in connection with this Clause 11 ("Dispute") (whether arising
out of or in connection with contractual or non-contractual obligations) the PO and
Spacehive shall attempt in good faith to resolve such Dispute promptly through
negotiations between their respective representatives having authority to settle the same.
If such negotiations have failed to resolve the Dispute within thirty (30) days of the
commencement of such negotiations, Spacehive or the PO may at any time refer the
Dispute to adjudication under the Housing Grants, Construction and Regeneration Act
1996 and any such adjudication will be carried out pursuant to the version of the
Adjudication Rules of the Technology and Construction Solicitors’ Association which is
current at the date of the PO’s appointment. No such adjudication shall be consolidated
with any other dispute or difference involving any third party without the prior written
agreement of Spacehive.
All legal notices required to be given by the PO or Spacehive under or in connection with a
PO’s appointment shall, unless requested otherwise by Spacehive, be in writing and shall
be delivered by email to the email address notified from time to time in writing by the
In relation to the PO’s performance of the PO Services pursuant to this Clause 11, the
Contracts (Rights of Third Parties) Act 1999 shall not apply and no provision of this Clause
11 creates any right enforceable by any person other than Spacehive or the relevant PO
save for the terms set out in Clauses 11.3, 11.8.3, 11.8.4, 11.8.5, 11.9, 11.10, 11.12 and
11.21 which may be enforced by a Funder.
Notwithstanding the above, the rights of Spacehive and the PO to terminate or rescind, or
agree any amendment or variation of, or waive rights under or in relation to the PO's
appointment are not subject to the consent of any Funder or any other person.
Spacehive reserves the right to give Customers the ability to create a Programme.
In addition to those other applicable rights and restrictions herein, Spacehive may grant
the right to the Customer and the Fund Account to edit their own Microsite and the ability
to add and remove Projects from their Microsite. Spacehive reserves the right to delete,
edit, modify, reformat, excerpt, or translate any materials, content or information submitted
or edited by Customers or Fund Accounts.
Spacehive provides facilities for organisations (including, but not limited to, local and other
government authorities, Trusts, and Foundations) (each a "Fund Owner") that wish to
provide funds for community projects to do so through the Site. This clause 13 applies to
use of the Site and/or the Services by Fund Owners.
The Service allows a mechanism for a Project Creator to raise money for a Project not
only from Backers but also by applying to Funds that are available from Fund Owners.
Fund Owners can invite applications from and ask appropriate questions of Project
Creators/Owners through the Site. Whilst the Site facilitates this discussion and the
application process, Spacehive has no responsibility either to the Project Creator or the
PO for fulfilment of any commitment agreed to by a Fund Owner or to the Fund Owner for
any aspect of the Project and the performance of the Project Creator or the PO.
The contract between the Project Creator or the PO and the Fund Owner in relation to a
particular pledge of money (a "Pledge") will be on terms agreed directly between them
(the "Pledge Contract").
Each Fund Account acknowledges that any personal data collected from a Project Creator
through the Site as part of the fund application process is collected by Spacehive for Fund
Accounts generally. Such information can be used to support the application to diverse
Fund Owners. Accordingly, such personal data is collected by Spacehive as a data
controller and not as a data processor for any Fund Owners. When such data is shared
with a Fund Account, clause 6.3 above applies or such other data processing terms as
may be agreed in writing between the Fund Account and Spacehive.
Payments for Use of Services by the Fund Owners, Customers and Fund Accounts
Spacehive provides a subscription package ("Subscription Package") for Customers,
Fund Accounts and Fund Owners to use the Services. Spacehive shall provide the
services as set out in the Order Form submitted by the Customer, Fund Account or Fund
Owner (as the case may be) and the Customers, Fund Accounts and Fund Owners shall
pay the agreed Subscription Fee stipulated for Subscription Package in the order form.
Unless otherwise agreed in writing between the Customers, Fund Account and Fund
Owner and Spacehive, Subscription Packages are provided on an annual basis and the
Customer shall pay to Spacehive no later than 3 months prior to the start of the year, the
annual Subscription Fee in full, without any right to set-off or deduction.
If a Customer, Fund Account or Fund Owner is in breach of clause 14.2, Spacehive may
(without prejudice to its other rights and remedies) suspend the availability of the Package
to the breaching party.
All sums payable under this Agreement are expressed to be exclusive of value added tax
and other taxes which shall be paid at the time and in the manner prescribed by law.
If a Customer, Fund Account or Fund Owner fails to pay any Subscription Fee due under
this Agreement in full within the time period specified in clause 14.2, Spacehive shall be
entitled to charge interest both before and after judgment at the rate of 4% above the base
rate from time to time of HSBC plc on the remaining amount due, such interest to accrue
on a daily basis from the due date until actual payment.
Unless otherwise agreed in writing a Customer, Fund Account or Fund Owner may cancel
their subscription to the Package by providing no less than 3 months’ notice prior to the
Any User acting as a Funder shall acknowledge the support of Spacehive in any materials
and presentations about or that refer to Spacehive. Such acknowledgements (where
appropriate or as requested by Spacehive) shall include Spacehive's name and logo in
compliance with such guidelines as may be provided by Spacehive from time to time.
Spacehive may acknowledge the involvement of a Project Creator, PO, Fund Owner or
Customer in a Project without prior notice.
The contract between the Project Creator or the PO and the Fund Owner, or Customer, or
Fund Account in relation to a particular pledge of money (a "Pledge") will be on terms
agreed directly between them (the "Pledge Contract").
All Pledges and funds raised for a Project are collected for POs either: (a) through the
Payment Platform ("Online Pledges"); (b) by way of offline pledges direct to the PO
(which are registered as offline pledges on the relevant Project Page) ("Offline
Pledges"); or (c) pledges from Fund Owners (which will be paid in accordance with the
Once you have confirmed the amount you wish to Pledge, you will be prompted to pay via
our third party payment provider, Stripe Payments Europe Limited ("Stripe"). Separate
terms and conditions will apply to the provision of payment services provided to you by
and the payments you make using its services. Any personal information you provide to
Stripe will be processed in accordance with its privacy policies and not ours. Please see
party service providers that we use.
The funds raised for a relevant Project will comprise Online Pledges, Offline Pledges and
Pledges from a Fund Owner and in determining whether or not the Target Amount for the
relevant Project has been reached by the Target Date, Spacehive shall take into account
the total of Online Pledges, Offline Pledges and Pledges from a Fund Owner.
Spacehive makes no guarantees regarding the performance or fairness of the Payment
Platform. Additionally, due to occasional failures of some credit cards and funding
sources, Spacehive cannot guarantee the full receipt of the Target Amount.
When a Funder makes a pledge to a Project through the Payment Platform:
the payment will only be transferred to the PO if Spacehive: (i) is satisfied that the
Target Amount set for the relevant Project has been reached by the Target Date;
(ii) notifies the Funder that the Target Amount has been met. Spacehive then
instructs the Payment Platform to pass all pledged amounts to the relevant PO
(subject to deduction of any applicable fees from Spacehive and the relevant
Payment Platform in respect of the relevant pledges). Each of the Backer the
Fund Owner and the Customer agrees that Spacehive is entitled to pass such
instructions to the Payment Platform.
if Spacehive is not satisfied that the Target Amount set for the relevant Project
has been reached by the Target Date it shall notify the Backers and the Fund
Owners and the Customer (as the case may be) of the failure to reach the Target
amount as soon as reasonably practicable and all Pledges will be refunded by the
The PO for the relevant Project (not Spacehive) is responsible for issuing refunds for
Pledges that have been collected by the PO. This also applies on a pro-rata basis if the
Project has only been delivered in part.
Any payment of funds pledged by a Funder using the Payment Platform is subject to the
terms and conditions of the relevant Payment Platform.
Spacehive reserves the right to cancel, suspend or refund any Pledges made at any time
for any reason. If a PO receives funds for a Project which is subsequently cancelled,
Spacehive shall pass instructions to the PO and/or the relevant Payment Platform to
refund pledges to Funders less any applicable charges in respect of such refunds.
The payment of Pledges is outside the control of Spacehive and Project Owners
acknowledge that Funders may fail to fulfil payment of Pledges. In such case Spacehive
shall have no liability to any Project Owner for their failure to receive any funds Pledged by
Funders in relation to their Project(s).
Spacehive are not financial, tax or accounting advisers and Users should not rely on
financial, tax or accounting treatment of any Pledges made or received using the Site or
the Services. Users should seek advice from an appropriately qualified professionals if
unsure in respect of any of these matters.
You use the Site at your own risk. You must evaluate, and bear all risks associated with,
the use of any Content, including reliance on the accuracy, completeness or usefulness of
any Content. All information provided on or via the Site is for information purposes only.
You should seek your own independent advice with respect to any Content.
We endeavour to provide a convenient and functional Site, but we do not guarantee that
the Content will be error free or that the Site or the server that operates it is free of viruses
or other harmful components. Although we will use reasonable endeavours to maintain the
Content, we do not undertake to provide support or maintenance services for the Content.
If your use of the Site results in the need for servicing or replacing property, material,
equipment or data, Spacehive shall not be liable for such costs.
You acknowledge that all information publicly posted or privately transmitted through the
Site is the sole responsibility of the person from which such content originated and that
Spacehive will not be liable for any errors or omissions in any content. Spacehive cannot
guarantee the identity of any other Users with whom you may interact in the course of
using the Services.
Spacehive is not responsible for messages of endorsement posted by third parties on
Project Pages, Microsites or any area of the site. All third party endorsers are independent
Without limiting the above provisions, everything on the Site is provided to you "as is" and
"as available" without warranty or condition of any kind, either expressed or implied,
including, but not limited to, any implied warranties of quality, fitness for a particular
purpose, or non-infringement. We exclude all representations and warranties to the fullest
extent permissible under any Applicable Law.
If a jurisdiction does not allow the exclusion of implied warranties but allows limitations of a
certain maximum extent then we limit our warranties to that extent.
You shall defend, indemnify, and hold harmless Spacehive, its affiliates and each of its,
affiliates’ employees, contractors, directors, suppliers and representatives from all
liabilities, claims, and expenses, including reasonable legal fees, that arise out of any
Site, Services, Content or otherwise from your User Submissions, or infringement by you,
or any third party of any Intellectual Property Right of any person or any liability Spacehive
incur as a result of the use of the Site, the Services or the Content by you and any other
person that uses your Account with your permission or as a result of your negligence.
Limitation of Liability
In addition to the other disclaimers and restrictions on our liability set out in this Agreement
and to the fullest extent permissible under the Applicable Law, Spacehive accepts no
liability whatsoever for any direct, incidental, consequential or indirect loss or damage,
loss or corruption of data, loss of profits, goodwill, bargain or opportunity or loss of
anticipated savings or any other loss resulting from your access to, reliance on, or use of,
or inability to use the Site, the Services, the Platform and the Content, however caused
and whether arising in contract, tort (including negligence) or otherwise, and whether or
not Spacehive was aware of the possibility of such loss or damage.
Spacehive shall not be liable for failures in the operation of a Project or for your
interactions with any third parties found on or through the Services. In particular,
Spacehive does not oversee or guarantee and is not liable in relation for:
- the actions of a Project Creator, PO, Fund Owner, Backer or Customer;
the performance, delivery or punctuality of Projects or the application of funds
raised by the PO;
- the delivery of Pledges by any User or by a Backer, Customer or Fund Owner;
the delivery of goods and services available from third parties through the
All dealings are solely between you and such third parties. Spacehive is under no
obligation to become involved in disputes between Funders, POs, Fund Owners,
Customers and any other Users of the Site or third parties. You release Spacehive, its
officers, employees, agents and successors from claims, damages and demands of every
kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out
of or in any way related to such disputes.
Spacehive do not make any promises as to the truth, accuracy, integrity, quality or
completeness of the Content or information that appears on the Site or the Platform and
you should not rely on it being accurate, truthful or complete.
Spacehive is not responsible for verifying the ownership of any Content posted or
uploaded onto the Site or the Platform.
Any posting of comments or information on the Site or the platform is the opinion of the
person posting only and in no way reflects the opinions or attitudes, nor constitutes any
form of recommendation, representation, endorsement or arrangement by Spacehive. To
be clear, each User acts on his/her own behalf at all times and does not act as our
representative or agent in any way.
Spacehive cannot guarantee and shall not be liable to you in relation to the performance
or reliability of the Payment Platform and Stripe online payment processing services.
You agree that your access and use of the Site and/or the Service and its content is at
your own risk. We do not have any knowledge of, or control over, the particular purpose(s)
for which the information and content available on the Site or the Platform is used. The
content and information that we make available on the Site and the Platform is provided
for information only. Accordingly, we exclude any and all liability for any loss of any nature
suffered by you as a direct or indirect result of your use of any of the information or
content available on the Site or the Platform or of making any decision, or refraining from
making any such decision, based wholly or partly on any expression of opinion, statement
or other information contained in the content available on the Site or the Platform.
By using the Site and/or the Platform and/or the Services you acknowledge and accept the
inherent risks, characteristics and limitations of the internet, particularly in terms of
technical performance of the Site and the Platform, response times to view, verify or
transfer information; and the risks inherent in all third party links, connections and
transfers via the internet. Accordingly:
Spacehive do not make any promises about the availability or accessibility of the
Site or the Platform or promise that your access to the Site or the Platform, the
content on it or the Services we provide will be delivered uninterrupted, timely or
Spacehive are not responsible for any data or information uploaded by any Users
including any content posted, uploaded or published on the Site or the Platform
and is the responsibility of the User to make backup copies of any of the content
you post, upload or publish on the Site or the Platform (as the case may be) and
Spacehive strongly recommend that you do so;
We make no promises in respect of any harm that may be caused by the transmission of a
computer virus, worm, time bomb, Trojan horse, cancelbot, logic bomb or any other form
of programming routine designed to damage, destroy or otherwise impair a computer's
functionality or operation including transmission arising from your download of any
content, software you use to download the Content, the Site, the Platform or the server(s)
that make it available. In this respect you agree that it is your responsibility to install
suitable anti-virus and security software on your computer hardware and other devices to
protect against any such bugs, viruses or other such harmful programming routines. Any
content downloaded or otherwise obtained through the use of the Site or the Platform is
done at your own risk and you will be solely responsible for any damage to your computer
system or loss of data that results from the download of any such content.
We do not exclude or limit in any way our liability to you where it would be unlawful to do
so. This includes liability for death or personal injury caused by our negligence or the
negligence of our employees, agents or subcontractors and for fraud or fraudulent
Subject to clause 19.11:
us shall be responsible for any losses that the other suffers as a result, except for those
losses which are a foreseeable consequence of the failure to comply with these Terms of
Use. Losses are foreseeable where they were contemplated by you and us at the time you
if you are a Project Owner then we will under no circumstances be liable to you, whether
in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under
or in connection with the contract for:
any losses related to any business of yours including but not limited to lost data,
profits, revenue, savings, business, opportunity, goodwill, reputation, business
interruption or any pure economic loss (in each case, whether such loss is direct
or indirect); or
any form of indirect, consequential or special loss, in each case for 19.14.1 and
19.4.2, however arising; and
any direct loss (for which liability is not expressly excluded in these terms) in
excess of the total amount of fees we have received in respect of the Project to
which your claim relates (whether in respect of a single event, series of
connected events or of unconnected events); or if no fees were paid, in excess of
£100 (whichever is the lower).
Spacehive will give you any necessary notices (including, but not limited to notices,
agreements, legally required disclosures or other information in connection with the
Services) by either posting them on the Site or sending them to your Account email
address. You agree to check the Site for notices and will be considered to have received a
notice when it is posted on the Site and/or sent to your Account email address. For
contractual purposes, you agree to this electronic means of communication.
Please note that we do not offer regulated investments through the Site, the Platform or
the Services. Therefore we are not authorised or regulated by the Financial Conduct
Authority. As with all rewards-based crowdfunding there is no recourse to either the
Financial Ombudsman Service or the Financial Services Compensation Scheme.
Except where expressly provided in this Agreement, the Contracts (Rights of Third
enforceable by any person other than you and Spacehive.
provision or part-provision shall be given effect to the greatest extent possible and the
remainder of this Agreement shall remain in full force and effect.
A failure or delay by Spacehive to exercise any right or remedy provided under this
Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor
shall it preclude or restrict any further exercise of that or any other right or remedy.
This Agreement is the entire agreement between you and Spacehive with respect to the
Services and the use of the Site and supersedes all prior or contemporaneous
communications and proposals (whether oral, written or electronic) between you and
Spacehive with respect to the Site and the Services.
You may not, without the prior written consent of Spacehive, assign, transfer, sub-
contract, or in any other way make over to any third party the benefit and/or the burden of
this Agreement. Spacehive may assign, transfer and sub-contract this Agreement in whole
or in part without restriction.
construed in accordance with the laws of England and Wales. You irrevocably submit to
the exclusive jurisdiction of the courts of England and Wales to settle any dispute which
"Applicable Law" in relation to any person, action or thing means the following in relation
to that person, action or thing:
any law, rule or regulation of any country (or political sub-division of a country)
including Bribery Legislation;
any obligation under any licence in any country (or political sub-division of a country);
any lawful and binding determination, decision or direction of a regulator in any
country (or political sub-division of a country).
"Applicable Data Protection Laws" means:
To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the
United Kingdom which relates to the protection of personal data.
To the extent the EU GDPR applies, the law of the European Union or any member
state of the European Union to which the Supplier is subject, which relates to the
protection of personal data.
"Backer" means any person or organisation that has made either an Online Pledge or an
Offline Pledge to a Project in accordance with Clause 13 of this Agreement. For clarity,
Backers do not include Fund Owners.
"Bribery Legislation" means the UK Bribery Act 2010 and any subordinate legislation
made under that Act from time to time together with any guidance or codes of practice
issued by the relevant government department and any analogous legislation in any
"Content" means all content at or of the Site including, without limitation, any User
Submissions, all things that you may see, read, hear, use, download or access on or via
the Site (including but not limited to messages, written forum comments, interactive
features generated, files, data, software, images, photographs, illustrations, text and other
"Customer" means an individual or an organisation who is a Customer and who
promotes a fund available to Pledge through the Platform, which Project Owners can pitch
to via the Site/Platform.
"EU GDPR" means the General Data Protection Regulation ((EU) 2016/679).
"Fund Account" means an individual or an organisation who promotes a fund, via a
Customer Programme, available to Pledge through the Platform, which Project Owners
can pitch to via the Site/Platform.
"Fund Owner" means an individual or an organisation who promotes a fund, via a
Customer Programme, available to Pledge through the Platform, which Project Owners
can pitch offline.
"Funder" means any of a Customer, Fund Account, Fund Owner or Backer (or all of
"Funds Raised" means for the purposes of delivering a Project in accordance with
Clause 12 of this Agreement, the total sum of donations received from Backers and
Customers and paid to the relevant PO, together with the total sum paid or committed by
Fund Owners, when a Project hits its Target Amount on the Site pursuant to Clause 14.
"Intellectual Property Rights" means all patents, copyrights, database rights, design
rights and trade marks, right of publicity or other right (in any case whether registered or
not) and all applications or rights to apply for any of the foregoing and all rights of
confidence and Know-How however arising for their full term and any renewals and
"Know-How" means information, data, know-how or experience whether patentable or
not and including but not limited to any technical and commercial information relating to
research, design and development, manufacture, use or sale.
"Microsite" a branded series of pages hosted on the Platform which promotes a Funder’s
crowdfunding initiative, provides details of their Pledge Pot and links to relevant projects
matching the location or theme criteria stipulated by the Customer.
"Net Total Donations" means the total of payments actually made by the Payment
Platforms (including fees payable to Spacehive) in respect of a Project.
"Offline Pledge" is defined in Clause 16.1.
"Online Pledge" is defined in Clause 16.1.
"Payment Platform" means Stripe.
"Platform" Spacehive’s online crowdfunding platform, including all revised versions and
updates, accessible via the Site.
"Pledge" and "Pledge Contract" are defined in clause 13.
"Pledge Pot" an amount of money held by Spacehive in a protected client account on
behalf of a Customer or Fund Owner, which is used to Pledge.
"PO" means the Project Owner appointed as a contractor for a Project pursuant to Clause
10.2 who is an individual or organisation who has experience and expertise in the
implementation and delivery of projects of the kind that may be promoted and funded
through the Site and who acts in accordance with Clause 11 of this Agreement.
"PO Services" means, in relation to a Project, the performance by a PO of its obligations
under Clause 11 of this Agreement.
"Profile" means the personal data and information relating to the PO entered by the PO at
the time of registering their Account on the Site
"Prohibited Act" means: (a) committing any offence: (i) under relevant Bribery
Legislation; or (ii) under common law or any legislation creating offences in respect of
fraudulent acts; or (b) defrauding or attempting to defraud or conspiring to defraud
"Project" means the civic project posted by a Project Creator on the Site relating to the
design, construction, development, installation and/or refurbishment of a building, item of
equipment and/or area of land or to the funding of a service which is or is intended to be
used by or for the benefit or enjoyment of the public.
"Project Plan and Budget" means the plan posted by a Project Creator describing the
Project and how it is to be delivered, including the total estimated and maximum cost of
executing and completing the Project or such other plan as may be approved by
Spacehive in writing from time to time.
"Target Amount" means the amount of funds required for the Project to proceed and set
by the Project Creator when posting the Project.
"Target Date" means the date by which the Target Amount must have been met for the
Project to proceed and set by the Project Creator when posting the Project.
"UK GDPR" has the meaning given to it in the Data Protection Act 2018.
"Works" means those works, including where appropriate any design and/or the selection
of materials and goods described in the Project Plan and Budget and to be executed by
the PO and its contractors.