Last updated on 31/07/2020
This website (the “Site”) is owned and operated by Occupyd Limited (“we”, or “Occupyd”) a company registered in Scotland with company number SC598965, having its registered office address at Exchange Tower, 19 Canning Street, Edinburgh, Scotland, EH3 8EH.
1. Basis of Contract
- Any descriptive matter or advertising issued by Occupyd is issued or published for the sole purpose of giving an approximate idea of the Service described therein and shall not form part of the Contract or have any contractual force.
2. Supply of the Service
3. Obligations of all Users
- Users shall co-operate with Occupyd in all matters relating to the Service.
- Users shall comply with Applicable Laws and ensure that health and safety standards are maintained at all times.
- Users are solely responsible for the content and information that Users post, upload or otherwise make available on the Site or transmit to other Users (the “Content”).
- By posting Content onto the Site, Users hereby irrevocably grant to Occupyd a worldwide, transferable, sub-licensable, royalty-free, right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, modify and distribute the Content. Such license is for the purpose of operating, developing, providing, promoting, and improving the Service. Users warrant that they are the sole legal and beneficial owner of the Content that they make available on the Service and that the Content is true and accurate at the time that the Content is made available on the Service. Users hereby indemnify Occupyd against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Occupyd arising out of any third party claim in connection with the Content that Users make available on the Site.
- Until a booking has been made in respect of a Space, Users must only communicate with each other in respect of that Space through the Site.
- All payments to be made between the Space Seeker and the Space Owner must be made through the Site via the Stripe payment platform. All Users must comply with the terms and conditions applicable to the Stripe payment platform from time to time.
- Users are responsible for insurance against risks normally borne by occupiers of commercial premises or otherwise. If a User has any doubt about what insurance is required, they should consult their own insurers or insurance brokers.
- Users must not use the Service in any manner that could damage, disable, overburden, or impair any Occupyd server, or the network(s) connected to any Occupyd server, or interfere with any other party’s use and enjoyment of any Service. You must not attempt to gain unauthorised access to any servers, other accounts, computer systems or networks connected to any Occupyd server or to the Service through hacking, password mining or any other means. You must not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service.
4. Obligations of Space Owners
- Space Owners must comply with the terms of any agreement entered into with Space Seekers.
- Space Owners accept that any decision to grant use of or let a property to a particular Space Seeker is made solely by the Space Owner without any representation, warranty or statement made by Occupyd. Occupyd has no obligations to Space Owners to reinstate or repair, any properties let by Space Owners at the end of any agreement between a Space Owner and a Space Seeker.
- Space Owners understand and agree that they are solely responsible for determining their applicable tax reporting requirements, and for any taxes to be collected or obligations relating to applicable taxes in Listings. Occupyd cannot and does not offer tax-related advice.
- It is the sole responsibility of Space Owners to obtain permission, where necessary, to enter into rental contracts and to receive payments from Space Seekers in respect of any properties.
- Space Owners shall pay the Fees in accordance with clause 6 below.
5. Obligations of Space Seekers
- Space Seekers must comply with the terms of any agreement entered into with Space Owners.
- Space Seekers are responsible for satisfying themselves that a Space fits their requirements, both as regards the specific features and amenities at the property and as regards the location. Occupyd does not guarantee that any Space is of suitable condition to be let or that Space Owners have the right to enter into rental contracts and to receive rental payments in respect of a Space.
- Space Seekers shall pay the Fees in accordance with clause 6 below.
6. Fees and Payment
- Where a Space Seeker wishes to make a booking in respect of a Listing, either (i) the Space Seeker shall submit a ‘booking request’ through the Site (a “Booking Request”); or (ii) the Space Owner will submit a ‘payment request’ to the Space Seeker through the Site (a “Payment Request”).
- The Site will display the total price payable by the Space Seeker in respect of the booking the Space Seeker wishes to make (the “Total Booking Price”) which shall incorporate (i) the price set by the Space Owner in respect of that booking (the “Booking Fee”); and (ii) the fee which shall be payable by the Space Seeker to Occupyd, which shall be a sum equal to 5% of the Booking Fee (the “Space Seeker Fee”).
- A fee shall be payable by the Space Owner to Occupyd in respect of each booking which shall be a sum equal to 5% of the Booking Fee (the “Space Owner Fee”).
- Where the Space Seeker wishes to proceed to make a booking in respect of a Listing by making a Booking Request, the Space Seeker will enter their payment details into the Site, but shall not be charged until the booking is accepted by the Space Owner. The Space Seeker has the right to withdraw from the booking until such time as it has been accepted by the Space Owner.
- Upon the Space Owner accepting the Booking Request or the Space Seeker responding to a Payment Request by entering in their payment details, the Space Seeker shall be charged the Total Booking Price in respect of that booking. Subject to clause 7, the Total Booking Price will be held in the Space Seeker’s account on the Stripe platform for a period commencing on the date the Space Seeker is charged and expiring on the later to occur of: (i) the date 48 hours after the end of the period in which the booking was made; and (ii) the date 9 days from the date the Space Seeker is charged (the Booking Period). Following the Booking Period, the Total Booking Price shall be paid to the Space Owner (subject to clause 6.6 below).
- In respect of each booking, the Space Owner shall pay the Space Owner Fee and the Space Seeker shall pay the Space Seeker Fee to Occuypd. Occupyd shall be entitled to withhold a sum equal to the Occupyd Fee from the Total Booking Price paid to the Space Owner in accordance with clause 6.5 above.
- Additional fees for optional parts of the Service payable by Users in connection with a booking may be set out on the Site from time to time.
- All amounts payable under the Contract are inclusive of amounts in respect of value added tax chargeable for the time being.
- During the Booking Period, Occupyd reserves the right to refund the Total Booking Price to a Space Seeker upon receipt of a request from a User (a Refund Request). It shall be at the sole discretion of Occupyd whether to grant a Refund Request, however a non-exhaustive list of the scenarios in which Occupyd may grant a Refund Request is set out below:
- the Space is no longer available or suitable;
- the description or depiction of the Space in the relevant Listing is inaccurate;
- the Space contains health or safety hazards that would be reasonably expected to adversely affect the Space Seeker;
- the Space Owner fails to provide reasonable access to the Space to the Space Seeker; or
- upon the injury, illness or death of either the Space Owner or the Space Seeker.
- Any Refund Request must be made by a User no less than 24 hours prior to the end of the Booking Period.
- Where Occupyd grants a Refund Request, the payment will typically take 28 days to reach the Space Seeker’s account.
8. Occupyd’s Rights
- Users understand and agree that Occupyd may, but is not obligated to, monitor or review any Content Users post on the Service. Occupyd may modify or delete any Content, in whole or in part, that in its sole discretion violates the Contract, is illegal, inaccurate or misleading, or may harm the reputation of the Service or Occupyd or which could, in Occupyd’s view be detrimental to the operation of the Service or the Users.
9. Occupyd’s Responsibility
- Occupyd is not the owner / lessor of the properties or workspaces listed on the Site.
- Occupyd disclaims all liability for the legality, accuracy or completeness of any Listings or Content posted on the Site by Space Owners.
- The parties acknowledge that all Payment Transactions are made via the Stripe payment platform, and that Occupyd is not responsible, and disclaims all liability, in respect of any Payment Transactions.
- Agreements in relation to any Listings are made exclusively between Space Owners and Space Seekers. Occupyd is not a party to any such agreement, or the negotiation of any such agreement, and does not fulfil any obligations derived from the contractual relationship between Space Owners and Space Seekers. Occupyd does not make or accept any offers, either in its own capacity or on behalf of either Space Owners or Space Seekers or any other party. Occupyd disclaims all liability arising from or related to any such agreements to the fullest extent permitted by law.
- Occupyd does not at any time provide, or purport to provide, any advice or advisory services to landlords, tenants or any other party, in particular with respect to the commercial, financial, legal or any other consequences of any rental agreement entered into between Users. Occupyd disclaims all liability relating to the provision of advice and information relating to the property. Users accept that Occupyd’s role is limited to that of a facilitator of introductions and conversations between Users.
- Occupyd is not liable for denial of any services advertised on Occupyd, for example if the Space Owner refuses to provide its services to the Space Seeker.
- Occupyd takes reasonable care in employing conventionally available security measures to keep data of Users safe. Occupyd cannot guarantee safety of this data if its servers or website application are hacked with malicious intent and Users’ data is compromised. If a User has evidence or suspects that another User is accessing their account to deface it or defame them, that User should inform Occupyd immediately. In response, Occupyd may bar access of that the offending User to its systems. Notwithstanding our attempts to prevent such activity, Occupyd does not assume responsibility for any subsequent successful hacking attempt of any User.
- Although Occupyd provides rules for User conduct, Occupyd does not control or direct Users’ actions on the Site and is not responsible for the content or information Users transmit or share on the Site. Occupyd is not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content or information you may encounter on the Site. Occupyd is not responsible for the conduct, whether online or offline, of any Use.
- Your use of the Service is at your sole risk. The Service is offered on an “as is” and “as available” basis.
- To the extent permitted by Applicable Law, no warranty or representation on behalf of Occupyd is given that:
- the quality of any Service, information or other material purchased or obtained by you through the Site or any Service provided by or on the Site will meet your expectations;
- the Site or Service provided will meet your requirements;
- the Service will be without interruptions, always timely and secure or free from all errors;
- the results that may be obtained from the use of the Site or any Service provided by it will be accurate or reliable;
- any errors in the software of the Site will be corrected; or
- the Site, its servers, or any mail sent from Occupyd will not have viruses or harmful components. If any damage is caused to your computer system and any losses accrue it will not be the responsibility of Occupyd. You will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
- Occupyd, its associates and affiliates cannot guarantee the accuracy, integrity or quality of any contents. You may be exposed to contents that are offensive, indecent or objectionable. We can only ask you to inform us immediately in order to remove any offensive material.
10. Occupyd’s Liability
- To the extent permitted by Applicable Law, Occupyd shall not be liable to Users, whether in contract, delict (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of damage to goodwill;
- any fines levied by a user by an regulatory authority pursuant to Applicable Laws; or
- any indirect or consequential loss.
- To the extent permitted by Applicable Law, Occupyd shall not be liable for the deletion or failure to store any Content. Occupyd shall not be liable for any losses incurred by Users while the Service is not operational or is suspended.
- To the extent permitted by Applicable Law, the maximum liability of Occupyd under this Contract to a User is limited to the amount a User has paid Occupyd for the Service received by that User via the Site.
- This clause 9 shall survive termination of the Contract.
11. Intellectual Property Rights
- The Intellectual Property Rights in the Site belong to Occupyd or its licensors. You may not use framing techniques to display this site, any part of it or any other proprietary materials of Occupyd.
- Unauthorised use of the material, data, design, marks, trademark, copyrights or any information may violate intellectual property laws. You acknowledge that your use of the content on the Site will not be misused in any way or violate any Applicable Laws.
12. Term and Termination
The Contract will remain in full force and effect while Users use the Service and/or have an Occupyd account. Users may terminate their account at any time, for any reason, by following the instructions in the Service. Occupyd may terminate or suspend Users’ accounts or the provision of the Service at any time in its sole discretion.
- Assignation and other dealings: Occupyd may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
- Entire agreement: the Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
- Variation: Occupyd may vary or amend the Contract at any time by notice to each User in accordance with clause 7.1
- Waiver: a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
- waive that or any other right or remedy; or
- prevent or restrict the further exercise of that or any other right or remedy.
- Severance: if any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- Third parties: no one other than a party to the Contract shall have any right to enforce any of its terms.
- Governing law: the Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with Scots law.
- Jurisdiction: each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Applicable Laws: means all laws which apply to the Service and/or the Users (including laws relating to the rental of property).
Booking Period: has the meaning given to it in clause 6.5.
Booking Request: has the meaning given to it in clause 6.1.
Content: has the meaning given to it in clause 3.3.
Fees: means the Fees payable by Space Owners in accordance with clause 6.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Listing: means a workspace listing on the Site.
Occupyd Fee: means, in respect of each booking, the Space Seeker Fee and the Space Owner Fee.
Payment Transaction: means a payment in connection with a booking.
Payment Request: has the meaning given to it in clause 6.1.
Service: a platform allowing (i) Users to offer workspaces to other Users; and (ii) Users to respond to, and connect with, those offers and other Users, through the Site.
Space: means a workspace listed on the Site.
Space Owner: any User who creates and / or manages a Listing on the Site.
Space Owner Fee: has the meaning given to it in clause 6.2.
Space Seeker: any User seeking workspaces who expresses interest in a Listing (including by making bookings, enquiries or requests through the Site).
Space Seeker Fee: has the meaning given to it in clause 6.3.
Total Booking Price: has the meaning given to it in clause 6.1.
Users: the users of the Site including Space Owners and Space Seekers (as the case may be), each being a “User”.