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Terms of Use

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 info@spacehive.com or write to us at our registered office address above.

Spacehive is an online crowdfunding platform for local projects. Spacehive allows people ( "Project Creators and Project Owners" ) to post projects on our website to raise the funds to progress the projects.

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.

These terms of use (the "Agreement" or "Terms of Use") contain information about our Site and the Services. These Terms of Use also explain how to access and register with the Site and 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.

  1. Acceptance of Terms of Use

    1. Please read these Terms of Use carefully before using the Site and the Services.
    2. By using the Site you confirm that you accept these Terms of Use and that you agree to comply with them. If you do not agree to these Terms of Use, you must not use our Site or our Services.
    3. 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.
    4. 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. 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 reference.
    5. 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.
    6. 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.
    7. 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.
    8. You are also responsible for ensuring that all persons who access our Site through your internet connection are aware of these Terms of Use and other applicable terms and conditions, and that they comply with them.
    9. We may transfer our rights and obligations under these Terms of Use to another 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.
    10. 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 locations.

  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 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.

    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, 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 or will breach the Terms of Use. 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. 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 support@spacehive.com to request deletion of your Account.
    5. We reserve the right to delete your account at any time.

    6. Registering with Spacehive is free; however:

      1. 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.
      2. 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
    7. You are responsible for paying all fees and applicable taxes associated with your use of the Site and/or the Services.

  3. Content

    1. You acknowledge that Content on the Site is subject to certain Intellectual Property Rights.
    2. 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 laws.
    3. 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.
    4. 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.
    5. 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.
    6. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
    7. 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 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;
      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:

        1. you know is false, misleading, untruthful or inaccurate;
        2. 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;
        3. impersonates any person or entity, including any employee or representative of Spacehive;
        4. constitutes unsolicited or unauthorised advertising or promotional material;
        5. infringes any Intellectual Property Rights of any person or violates any law or contractual duty; or
        6. 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 Services.
    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 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.
    5. 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.

  5. Links

    1. 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 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 Applicable Data Protection Laws.
    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 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.

  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 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.
    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 Services.
    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 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.
    2. You agree to waive all moral rights you have in the Content to the fullest extent permitted by the Applicable Law.

    3. 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 Site and/or the Services;
    4. 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.

  9. Project Creator/Owner and Rewards

    1. 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.
    2. The Project Owner agrees and acknowledges that Spacehive 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. The Project Owner may then post details of the Project on the Project creator’s Project Page.
    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 Project Owner

    1. 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.
    2. 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.
    3. 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.
    4. In no circumstances does Spacehive act as a PO.

  11. Obligations of the Project Owner

    1. This Clause 11 sets out the obligations and responsibilities of POs 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 Fund only for the purposes of the Project and in accordance with the terms of this Clause 11; and (b) not to use the relevant Fund 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 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 relevant Project.
    4. The PO acknowledges that the Fund 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, Grantmakers or the Funders. Any costs or liabilities in delivering the Project which exceed the amount of the Fund shall be for the PO’s own account and in no circumstances shall Spacehive, the Project Verifier, Grantmakers or the Funders 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 Funders 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 Fund 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 Fund money.
    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 Fund as Spacehive or the Project Verifier may reasonably require;
      2. properly manage any contractors and volunteers employed or engaged by the PO to facilitate performance of the PO Services;
      3. 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;
      4. 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;
      5. maintain appropriate insurance (in line with the size, scope and complexity of the Project) to cover its liability; and
      6. 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 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:
      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 Promoter, 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 noncontractual 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 Court’s 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, 11.7.3, 11.7.4, 11.7.6, 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. Customers

    1. Spacehive reserves the right to give Customers the ability to create a Programme.
    2. 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.

  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 and/or the Services by Fund Owners.
    2. 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.
    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 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.

  14. Payments for Use of Services by the Fund Owners, Customers and Fund Accounts

    1. 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.
    2. 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.
    3. 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.
    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 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.
    6. 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 forthcoming year.

  15. Publicity

    1. 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.
    2. Spacehive may acknowledge the involvement of a Project Creator, PO, Fund Owner or Customer in a Project without prior notice.

  16. Fund-raising

    1. 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").
    2. 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 Pledge Contract).
    3. 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 our Privacy Policy for further details regarding your personal information and the third party service providers that we use.
    4. 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.
    5. 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.

    6. When a Funder 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 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.
      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 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 Payment Platform.
    7. 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.
    8. Any payment of funds pledged by a Funder using the Payment Platform is subject to the terms and conditions of the relevant Payment Platform.
    9. 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.
    10. 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).
    11. Spacehive are not financial, tax or accounting advisers and Users should not rely on information in these Terms of Use or that otherwise appears on the Site to determine the 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.

  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 Services.
    5. 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 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, affiliates’ employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable legal fees, that arise out of any breach by you of these Terms of Use, or relate to your use or misuse of, or access to, the 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.

  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, 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.

    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 Services. In particular, Spacehive does not oversee or guarantee and is not liable in relation for:

      1. the actions of a Project Creator, PO, Fund Owner, Backer or Customer;
      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 Backer, Customer or Fund Owner;
      4. the delivery of goods and services available from third parties through the Services;
    3. 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.
    4. 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.
    5. Spacehive is not responsible for verifying the ownership of any Content posted or uploaded onto the Site or the Platform.
    6. 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.
    7. 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.
    8. 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.

    9. 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:

      1. 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 error-free;
      2. 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;
    10. 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.
    11. 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 misrepresentation.
    12. Subject to clause 19.11:
    13. If you are a User then if either we or you fail to comply with these Terms of Use, neither of 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 accept these Terms of Use; and

    14. 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:

      1. 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
      2. any form of indirect, consequential or special loss, in each case for 19.14.1 and 19.4.2, however arising; and
      3. 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).

  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 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.

  21. Regulation

    1. 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.

  22. 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 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.
    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.

  23. 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).

    • "Applicable Data Protection Laws" means:

      1. 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.
      2. 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 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).
    • "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 them).
    • "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 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.
    • "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 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 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.