Spacehive is an online crowd-funding platform for civic projects. Spacehive allows people ("Project Creators") to post projects on our website to raise the funds to fund them.

1. Acceptance of Terms of Use

   1. Please read these terms and conditions (the "Agreement" or "Terms of Use"), carefully before using www.spacehive.com (the "Site") and the services offered (the "Service") by Spacehive Limited ("Spacehive", "we", "us", or "our"). 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 to all users of the Site and/or Service, including all users 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.
   2. This Agreement also incorporates the Privacy Policy available at www.spacehive.com/privacypolicy and the Cookie Policy available at 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. Some services offered through the Service may be subject to additional terms and conditions promulgated by Spacehive from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
   3. We may revise this Agreement from time to time by updating this page and the revised Terms of Use will take effect when they are posted on the Site. It is your responsibility to check this Agreement periodically for changes. Your continued use of the Service following the posting of the revised Terms of Use constitutes your acceptance of those changes.
   4. We may change, suspend, or discontinue the Service 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 Service without notice or liability.
   5. Spacehive may, in its sole discretion, refuse to offer the Service to any person or entity and may change its eligibility criteria at any time.

2. Registration

   1. 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.
   2. Where you are required to open an Account with Spacehive:
      1. 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);
      2. you must safeguard your username and password;
      3. you authorise us to assume that any person using the Site through your Account is either you or authorised to act for you; and
      4. you shall not select or use as a username or the name of a domain:
         1. a name of another person with the intent to impersonate that person;
         2. a name that is subject to any rights of a person other than you without appropriate authorisation; or
         3. a name that is offensive, vulgar or obscene.
   3. Spacehive has sole discretion to refuse or cancel your registration on the basis of a breach of any of the requirements in Clause 2.2 above. You are solely responsible for activity that occurs on your 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.
   4. Registering with Spacehive is free; however, Spacehive retains a small proportion of pledges made as a fee for our services 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. Changes to any 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.
   5. You are responsible for paying all fees and applicable taxes associated with your use of the Site.

3. Content

   1. You acknowledge that Content on the Site is subject to certain Intellectual Property Rights.
   2. 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.
   3. 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 stated.
   4. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.
   5. 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.

4. Your Use of the Site

   1. You shall not (nor permit any third party using your Account):
      1. 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);
      2. 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 Service (or other accounts, computer systems or networks connected to the Service); (iii) runs Maillist, Listserv, any form of auto-responder or "spam" on the Service; or (iv) uses manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site;
      3. violate any Applicable Law through your use of the Site;
      4. collect or store personal data about other users of the Site other than in accordance with the Privacy Policy;
      5. 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.
   2. 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).
   3. You shall abide by the Applicable Law in relation to your use of the Site and Service.
   4. 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 Service. Spacehive has no obligation to monitor the Site, Service, 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.

5. Links

   1. The Site and Service 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 Spacehive.
   2. 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.

6. Personal Data and Cookies

   1. In using the Site you may provide us with "personal data" as defined in the Data Protection Act 2018 ("DPA") and GDPR.
   2. By using the Site you consent to our use of your personal data in accordance with our Privacy Policy and to our use of cookies as set out in our Cookie Policy.
   3. If Spacehive provides any user of the Site or Service (including, without limitation a Project Creator, Project Owner, Project Verifier, Grantmaker or Movement Owners (as defined in Clause 10)) 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 the DPA 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.

7. Cancellation

   1. You may cancel your Account at any time by writing to us at support@spacehive.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.
   2. We may cancel your access to all or any part of the Service 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.
   3. 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 Service.
   4. Following cancellation of your Account we may retain any information linked to your Account for such period as may be required by Applicable Law.

8. User Submissions

   1. If you add, create, upload, submit, distribute, collect, or post ("Submitting" or "Submission") Content to the Site (collectively, the "User Submissions"), you grant Spacehive and/or the Service, solely for the purpose of promoting or developing a Project, a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise any and all Intellectual Property Rights therein, in any media known now or in the future. In addition, you waive all moral rights you have in the Content to the fullest extent permitted by the Applicable Law.
   2. By Submitting any User Submission to the Site, you:
      1. acknowledge that you may be identified publicly by your username in association with any such User Submission; and
      2. 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 Service;
   3. Spacehive reserves the right to edit, cancel, interrupt or suspend a posting of Content and/or a Project or Hive at any time for any reason.

9. Project Creator/Owner and Rewards

   1. 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.
   2. The Project Owner agrees and acknowledges that both Spacehive and the Project Verifier may reject or request changes to the Project Plan and Budget.
   3. 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.
   4. The Project Owner is responsible for the accuracy of all content on the Project Creator's Project Page.
   5. 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.
   6. 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").
   7. 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.
   8. 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.
   9. 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.
   10. 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.

10. Appointment of the Project Verifier and Project Owner

    1. Spacehive will appoint a Project Verifier responsible for assessing 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.
    2. Project Verifiers may also act as a Backer, Project Creator and/or supplier to the Project.
    3. 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.
    4. If the Project Creator wishes, they can nominate an external Project Owner (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.
    5. In no circumstances does Spacehive act as a PO. Unless expressly stated otherwise.

11. Obligations of the Project Owner

    1. This Clause 11 sets out the obligations and responsibilities of Project Owner (PO) in relation to an individual Project (as set out in the relevant Project Page on the Site).
    2. 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.
    3. 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, the Project Verifier or Applicable Law). The PO shall act in the best interests of the Backers 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 relevant Project.
    4. 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, the Project Verifier, 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, the Project Verifier, Fund Owners or the Backers be liable to make any payment in respect of such costs or liabilities.
    5. The PO shall make the necessary arrangements with the Payment Platform to enable funds to be donated by Backers for a Project and to be paid to (and refunded by) the PO subject to the terms of this Clause 11.
    6. 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.
    7. 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 funds raised.
    8. The PO shall in respect of a relevant Project:
       1. on request, keep the Project Verifier informed on all aspects of the progress of the Project and on request provide Spacehive or the Project Verifier with all such other information, explanations and documents in connection with the Project or proper use of the funds raised as Spacehive or the Project Verifier may reasonably require;properly manage any contractors and volunteers employed or engaged by the PO to facilitate performance of the PO Services;
       2. grant any person authorised by Spacehive or the Project Verifier 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;
       3. advise the Project Verifier and supporters 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;
       4. maintain appropriate insurance (in line with the size, scope and complexity of the Project) to cover its liability; and
       5. if requested by Spacehive or the Project Verifier, provide a final report on completion of the relevant Project which shall confirm whether the relevant Project has been successfully and properly completed.
    9. 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.
    10. The PO agrees to comply with any request issued by the Project Verifier in respect of a Project as if such request had been issued by Spacehive.
    11. In respect of the relevant Project, the PO shall indemnify and hold harmless Spacehive, the Project Verifier and the Backers 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:
        1. the performance of a Project, failure to complete, or an unreasonable delay in completing, the Project; or
        2. 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 hereunder.
    12. Where the PO has been provided with a right to use the Intellectual Property Rights of Spacehive or the Project Verifier 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 or the Project Verifier.
    13. 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, the Project Verifier 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.
    14. 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.
    15. Without prejudice to Spacehive's other rights and remedies, Spacehive may at its sole discretion terminate (or instruct the Project Verifier to 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.
    16. 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.
    17. If Spacehive exercises its rights of termination under Clause 11.15 the PO shall upon receipt of the relevant notice from Spacehive (or the Project Verifier):
        1. 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 manner;
        2. 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.
    18. 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.
    19. 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 Project.
    20. The PO (and all users of the Site or Service) acknowledge and agree that neither Spacehive nor the Project Verifier shall have any 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.
    21. 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.
    22. 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.
    23. All legal notices required to be given by the PO, the Project Verifier 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 relevant parties.
    24. 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, 11.10, 11.8.3, 11.8.4, 11.8.5, 11.9, 11.10, 11.12 and 11.21 which may be enforced by a Project Verifier or Funder (as the case may be).
    25. 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 in relation to the PO's appointment are not subject to the consent of any Project Verifier, Funder or any other person.

12. Movement Owners

    1. Spacehive reserves the right to give certain users the ability to create branded campaign pages ("Movement Owners").
    2. In addition to those other applicable rights and restrictions herein, Spacehive grants the right to Movement Owner to edit their own Movement and the ability to add and remove Projects from their Movement. Spacehive reserves the right to delete, edit, modify reformat, excerpt, or translate any materials, content or information submitted or edited by Movement Owners.

13. Fund Owners

    1. 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 by Fund Owners.
    2. The Site 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.
    3. 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").
    4. Each Fund Owner 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 Owners 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 Fund Owners, clause 6.3 above applies.

14. Payments

    1. Spacehive provides certain subscription packages for Movement Owners and Grantmakers (each a "Premium Customer"), the details of which are set out on the Site (each a "Package"). Spacehive shall provide the services as set out in that Package and the Premium Customer shall pay the subscription cost for that Package as set out on the Site (the "Subscription Cost").
    2. Subscriptions to the Package are provided on an annual basis. The Premium Customer shall pay to Spacehive no later than 3 months prior to the start of the year, the annual Subscription Cost in full, without any right to set-off or deduction.
    3. If the Premium Customer 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 Premium Customer.
    4. 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.
    5. If the Premium Customer fails to pay any Subscription Cost 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.
    6. Premium Customers may cancel their subscription to the Package by providing no less than 3 months notice prior to the forthcoming year.

15. Publicity

    1. Any user acting as Project Creator, Project Owner or Movement Owner 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.
    2. Spacehive and/or the Project Verifier may acknowledge the involvement of a Project Creator, PO, Fund Owner or Movement Owner in a Project without prior notice.

16. Fund-raising

    1. All 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 Pledge Contract).
    2. 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.
    3. 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.
    4. When a Backer makes a pledge to a Project through the Payment Platform:
       1. ) 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, the relevant Payment Platform and Project Verifiers in respect of the relevant pledges). The Backer agrees that Spacehive is entitled to pass such instructions to the Payment Platform.
       2. ) 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 of the failure to reach the Target amount as soon as reasonably practicable and all pledges will be refunded.
    5. 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.
    6. Any payment of funds pledged by a Backer is subject to the terms and conditions of the relevant Payment Platform.
    7. 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 Backers less any applicable charges in respect of such refunds.

17. Disclaimer

    1. 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.
    2. 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.
    3. 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.
    4. 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 Service.
    5. Spacehive is not responsible for messages of endorsement posted by third parties on Project Pages, Movements or any area of the site. All third party endorsers are independent of Spacehive.
    6. 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.
    7. 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.

18. Indemnification

    1. You shall defend, indemnify, and hold harmless Spacehive, its affiliates and each of its, and its affiliates’ employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable legal fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User Submissions, violation of this Agreement, or infringement by you, or any third party using your account, of any Intellectual Property Right of any person.

19. Limitation of Liability

    1. 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 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.
    2. 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 Service. In particular, Spacehive does not oversee or guarantee and is not liable in relation for:
       1. the actions of a Project Creator, Project Verifier, PO, Fund Owner or Movement Owner
       2. the performance, delivery or punctuality of Projects or the application of funds raised by the PO
       3. the delivery of Pledges by any user or by a Fund Owner;
       4. the delivery of goods and services available from third parties through the Service;
       and in any case Spacehive is not responsible for any damage or loss incurred as a result of any such dealings.
    3. All dealings are solely between you and such third parties. Spacehive is under no obligation to become involved in disputes between Funders, POs, Project Verifiers, Fund Owners, Movement Owners 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.

20. Notices

    1. Spacehive will give you any necessary notices (including, but not limited to notices, agreements, legally required disclosures or other information in connection with the Service) 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.

21. General Provisions

    1. Except where expressly provided in this Agreement, the Contracts (Rights of Third Parties) Act 1999 is expressly excluded and these Terms of Use do not create any right enforceable by any person other than you and Spacehive.
    2. If any part of these Terms of Use is held by any court or competent authority, that 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.
    3. 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.
    4. This Agreement is the entire agreement between you and Spacehive with respect to the Service 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 Service.
    5. 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.
    6. These Terms of Use and any non-contractual obligations arising from or connected with them shall be governed by the laws of England and Wales. These Terms of Use shall be 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 may arise out of or in connection with these Terms of Use.

22. Definitions

    "Applicable Law" in relation to any person, action or thing means the following in relation to that person, action or thing:

    1. any law, rule or regulation of any country (or political sub-division of a country) including Bribery Legislation;
    2. any obligation under any licence in any country (or political sub-division of a country); and
    3. any lawful and binding determination, decision or direction of a regulator in any country (or political sub-division of a country).

    "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 jurisdiction.

    "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 materials).

    "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 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.

    "Backers" means any person or organisation that has made either an Online Pledge or an Offline Pledge to a Project in accordance with Clause 14 of this Agreement. For clarity, Backers do not include Fund Owners.

    "Pledge", "Fund Owner" and "Pledge Contract" are defined in clause 13.

    "Movement" means a branded microsite/ series of campaign pages which a Movement Owner will edit, maintain and may link to certain Projects on the Site.

    "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 extensions.

    "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.

    "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.

    "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.

    "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 Spacehive.

    "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 or the Project Verifier in writing from time to time.

    "Project Verifier" means the Project Verifier appointed for the Project pursuant to Clause 10.1.

    "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.

    "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.