Host Terms of Service

These Terms and Conditions govern the use of the SpaceCloud platform (https://www.spacecloud.city/) by users located in the United Kingdom and the Republic of Ireland (European Union). These Terms supersede any previous versions and incorporate mandatory consumer protection, data protection, and regulatory requirements applicable in both jurisdictions.

Article 1. General Provisions

1.1 Purpose

The purpose of these Terms and Conditions is to define the rights, obligations, and responsibilities between SPACECLOUD UK (hereinafter referred to as the "Company") and its "Member"s in relation to the use of the customised space sourcing and quotation service provided by the "Company" via https://www.spacematch.io/.

1.2 Definitions

The definitions of terms used in these Terms and Conditions are as follows:

• Service: All functions and systems provided by the "Company" through its website, mobile applications, and online platforms that enable users to request quotes and book spaces. This includes AI-based quotation generation, concierge sourcing, payment processing, messaging, and customer support.
• User: Any individual or entity who accesses or uses the Service, including both Members and Non-Members.
• Member: An individual or organisation registered for the Service by following the "Company"’s prescribed procedures, consents to this Agreement, and uses the Service.
  • Guest Member: A "Member" who uses the Service to request quotations and make bookings.
  • Host Member: A "Member" who owns or operates a space and issues quotations via the platform.
• Non-Member: An individual who uses limited parts of the Service without registering.
• ID: The online identifier (email) established by the "Member" for identification.
• Password: The combination of a unique combination of alphanumeric characters and symbols created by the "Member" for account security and authentication. The "Member" is responsible for keeping the password confidential and ensuring it is not exposed to others.
• Contents: Any data or information, such as text, images, video, messages, and reviews, that a "Member" posts on the platform. This content may be visible to others, and the "Company" may store, utilise, modify, or remove such content as stipulated by these Terms and the "Company"'s internal policies.
• Message Inbox: The 1:1 messaging function for communication between "Guest"s and "Host"s regarding bookings.
• Concierge Team: The "Company"’s dedicated operational unit that sources spaces and mediates matches based on "Guest" requirements.
• Request for Quote(RFQ): A document containing the "Guest Member"'s specific requirements for a space.
• Quote: A proposal issued by a "Host" in response to an RFQ, containing pricing and usage terms. A Quotation acts as a binding 'offer' until payment is completed.
• Booking: A contract formed once a "Guest" completes payment for a "Host"'s Quotation.
• Coupon: A benefit that allows a "Member" to receive a discount of a specified amount or percentage when using the Service. The types of coupons and their applicable conditions may vary in accordance with the "Company"’s operational policies.
• Stripe: The electronic payment service (payment gateway, PG) used by the "Company" to securely process payments for space bookings within the Service.
• Confirmation of Usage: The status in which, if no objections or complaints are raised within seven (7) days after the scheduled end of a booking, the use of the space is deemed to have been successfully completed. Once usage is confirmed, the "Company" may proceed with disbursing the relevant payout to the "Host" for the booking.
• Host Service Fee: The charge applied to the "Host"as consideration for the platform’s operations, including concierge intermediary services for quote-based bookings, booking systems, and payment processing. The Service Fee is 7% (exclusive of VAT; 20% in the UK and 23% in Ireland) of the Hire Fee, and the rate may be subject to change with prior notice by the "Company”.

1.3 Effect and Amendment of the Terms

These Terms shall take effect upon being posted on the platform or otherwise made publicly available. The "Company" may amend the Terms to the extent that such amendments do not violate applicable laws and regulations. Where amendments materially affect "Member"s’ rights or obligations, reasonable prior notice shall be provided.

1.4 Supplementary Rules

Matters not specified in these Terms shall be governed by applicable laws and regulations, as well as separate policies and operational rules established by the "Company".

1.5 Territorial Scope and Mandatory Law

These Terms apply to all users located in the United Kingdom and the Republic of Ireland.

If a "Member" is located in the European Union, mandatory consumer protection and data protection laws of the "Member"’s country of residence shall apply in addition to these Terms.

In the event of any conflict between these Terms and applicable mandatory local laws, such local laws shall prevail.

1.6 Service Provider Information

For users located in the United Kingdom, Ireland and the European Union:

SPACECLOUD UK

Registered Office: V307 Vox Studios, 1-45 Durham Street, Vauxhall, London SE11 5JH

"Company" Number: BR027591

Registered in England and Wales

Contact: office@spacecloud.city

Article 2. Host Membership Registration and Service Agreement

2.1 Membership Registration Procedure

A "Member" becomes eligible to use the “Service” by agreeing to these Terms and completing the registration process in accordance with the procedure set by the "Company".

2.2 Formation of Service Agreement

1. In principle, the "Company" shall approve the application of a Membership Applicant.” However, the "Company" may reject or restrict the application in the following cases:

   A. The Membership Applicant has previously lost Membership rights under these Terms.

   B. The applicant withdrew during a suspension period imposed by the "Company" and is now reapplying.

   C. The applicant’s real name is not used, or the applicant is using another person’s identity.

   D. The applicant has provided false information or failed to provide mandatory information requested by the "Company".

   E. The Membership Applicant is under 18 years of age.

   F. The Membership applicant’s own fault makes approval impossible, or the application violates other provisions of the “Terms”.

   G. Other cases where the application is deemed to violate these Terms, is unlawful, unfair, or otherwise reasonably judged by the "Company" to require rejection.

2. The service agreement is established at the point when the "Company" indicates the completion of registration during the application process.

2.3 Changes to Member Information

A "Member" must promptly update any changes to the information provided during use of the “Service”. Any disadvantages resulting from failure to update the information shall be the responsibility of the "Member".

2.4 Account and Password Management

1. A "Member" is responsible for managing their account and password and must not share or transfer them to any third party.
2. If a "Member" becomes aware that a third party is using their account or that their password has been compromised, they must immediately change their password and notify the "Company”, then follow the "Company"’s instructions.
3. The "Company" may restrict the use of a "Member"’s account if there is a risk of personal information leakage, such as the "Member"’s “ID”. In such cases, the "Company" will notify the "Member" by the methods specified in 10.6 Contact Information and Notices of SpaceMatch Guest Terms and Conditions.
4. If a "Member" violates their obligations under clause 1, fails to notify the "Company" as required in clause 2, or does not follow the "Company"’s instructions after notification, the "Member" shall be responsible for any resulting disadvantages, except where caused by the "Company"’s intentional misconduct or gross negligence.

2.5 Withdrawal of "Host" Membership Status

1. A "Host Member" may request withdrawal of their "Host" account at any time via the "Service" interface, and the "Company" will process the request according to established procedures.
2. Upon withdrawal of the "Host" account, all related data will be erased immediately except where retention is required under applicable laws or the "Company"’s Privacy Policy.
3. Notwithstanding Clause 1, the "Company" may refuse a withdrawal request in the following cases:

• A. There are unsettled payouts remaining on the "Host Member"’s account.
• B**.** There are pending or ongoing bookings associated with the "Host Member"’s account.
• C. There is an ongoing dispute with a "Guest" (e.g., regarding refunds, compensation for damages, etc.).

1. Once the account withdrawal is completed, neither the "Host Member"’s information nor "Space" information can be recovered.
2. Even after the account withdrawal is completed, payout and transaction records that the "Company" is obligated to retain under relevant laws (such as UK/EU tax laws, etc.) will be stored separately for the period prescribed by such legislation.

Article 3. Space Registration and Provision

3.1 Space Registration and Issuing Quotations

1. A “Host Member” may register a “Space” and payout information by following the “Space” registration procedure within the SpaceCloud “Host Centre”. Once the space registration is completed, the "Host Member" may immediately issue quotations and accept bookings without a separate prior inspection process. However, all registered information must accurately reflect the actual space, and the "Host Member" shall bear full responsibility for any consequences arising from the registration of false information.
2. For paid “Spaces”, the price must be set at a minimum of £1 or €1.

3.2 Post-Registration Monitoring and Listing Restrictions

1. The "Company" conducts regular post-registration monitoring of all registered spaces to maintain the reliability of the "Service". If any of the following grounds are identified during the monitoring process, the "Company" may suspend the visibility of the space, restrict the issuance of quotations, or take measures to delete the listing without prior notice:

   A. Provision of false or insufficient information.

   Examples:

   • Registering a non-existent space.
   • Prices not clearly specified (e.g., the listed price differs from the actual price).

   B. History of service usage restrictions or suspension.

   C. The “Host Member” does not have the legal right to offer the “Space”.

   Example:

   • Illegal subletting of residential property.

   D. “Spaces” that encourage direct transactions outside the SpaceCloud booking system.

   Example:

   • Accepting bookings only via telephone.

   E. “Spaces” intended for activities that violate public order or moral standards.

   F. Other cases violating relevant laws or “Company” operational policies.

2. The following “Spaces” must not be registered. The “Host Member” shall bear all responsibility arising from registering or offering such prohibited “Spaces”. The “Company” may suspend or terminate the membership of “Host Members” who register prohibited “Spaces” and claim compensation for any damages incurred as a result.

3.3 Provision of Space

1. When a “Guest Member” completes a booking for a “Space”, the “Company” shall notify the “Host Member” of the booking and payment details via the “Host Centre”, email, or other means. The “Host Member” must provide the “Space” in accordance with the order information.
2. If the “Guest Member” is unable to use the “Space” properly on the reserved date due to reasons attributable to the “Host Member”, the “Host Member” shall bear full responsibility, and the “Company” shall not be held liable.
3. The “Host Member” must ensure that the “Guest Member” can access and use the “Space” before the scheduled usage date once a booking is made.
4. The "Host Member" is fully responsible for any add-on services (e.g., parking services, cleaning services, etc.) provided in relation to the "Space" and bears full responsibility for any issues or damages arising when such services are provided to the "Guest". In principle, the "Company" does not assume any liability or obligation for add-on services; however, the "Company" may bear responsibility to the extent required by relevant laws and regulations. Details regarding the provision of add-on services must be clearly communicated by the "Host Member" at the time of booking, and all legal responsibilities related to the add-on services rest with the "Host Member".

Article 4. Prohibited Conduct and Sanctions

4.1 Prohibition of Inducing Direct Transactions

“Host Members” must not circumvent the “Service”’s intermediary system to induce or engage in direct transactions with “Guest Members”. Violation of this rule may result in suspension, termination of membership, withholding of payouts, or other measures by the “Company”.

4.2 Interference with Business Activities

1. The “Company” prohibits acts that interfere with the normal business activities of the “Company” or other “Host Members”, such as misclassification of categories. The “Company” may require the “Host Member” to correct such conduct and, depending on the number of violations, restrict the “Host Member”’s use of the “Service”, including prohibiting bookings for the “Host Member”’s registered “spaces”.

   A. Misclassification refers to registering a “space” under an unrelated category or repeatedly requesting the “Company” to unjustly alter category registration standards established by the “Company”.

   B. Spam keywords refers to including unrelated keywords in the “Space” information to artificially increase search exposure.

2. The “Company” forbids any acts by “Host Members” to promote their “Spaces” using methods not recommended by operational policies, inspection standards, or other abnormal methods.

3. If a “Host Member” engages in any prohibited acts described above, the “Company” may take measures to minimise damages, including suspension of “Service” use, removal of “Space” listings, or termination of the usage contract.

4.3. Space Monitoring

1. The “Company” may monitor “Space” information periodically even after the initial review.
2. Following such monitoring, if a “Space” is found to contain inappropriate or inaccurate conditions, the “Company” may take measures such as limiting its visibility or restricting reservations. The “Host” shall be liable for any damages arising therefrom.
3. To verify the accuracy of the information provided by the “Host” when registering a “Space”, the “Company” may request supporting documentation within the scope permitted by applicable laws. If the “Host” fails to provide such documentation without a valid reason, the “Company” may take measures such as terminating the usage agreement, restricting the registration of the “Space”, or withholding payouts. The “Host Member” shall be liable for any damages resulting from such actions.
4. If an investigative agency or relevant authority formally requests information regarding a “Host”, the “Company” may provide such information in accordance with procedures stipulated by applicable laws.

Article 5. Payout

1. Once a “Guest Member” has completed use of the “Space” on the reserved date and no objections or issues are raised within seven (7) days from the date of use, the booking will be deemed as “Confirmed Usage”. Upon such confirmation, the “Company” shall pay to the “Host Member” the amount paid by the “Guest Member”, deducting the “Host Service Fee” charged by the “Company”.
2. “Host Members” must check the payout page available in the “Host Centre” each month and verify the amount payable to them.
3. The "Host Member" must immediately update their payout account and tax information via the "Host Centre" if any changes occur.
4. In principle, payouts cannot be made to accounts held in a third party's name. In unavoidable circumstances, the "Host Member" must submit supporting documentation required by the "Company" and obtain prior approval.
5. The "Company" shall be deemed to have fulfilled its payment obligations for a transaction upon the disbursement of the payout. The "Company" shall not bear any obligation to recover or re-issue funds that have been misdirected due to errors in the account information entered by the "Host".

5.1 Initiation of Payout

1. Once seven (7) days have passed since the “Guest”’s use of the “Space” without any reported issues, the booking will be deemed “Confirmed”, and the payout process will commence.
2. If any disputes arise between the “Host” and the “Guest” (e.g., non-usage of the “Space”) within seven (7) days following the date of use, the payout may be withheld until the issue is resolved between the parties.
3. For disputes received after "Completion of Use", the "Company" advises the "Guest" and the "Host" to resolve the matter mutually. In principle, the "Company" does not intervene; however, it may provide limited support to the extent necessary in accordance with relevant laws or dispute resolution policies.
4. The payout cycle is processed on a weekly basis, calculated every Friday. Even after the "Company" completes the payout procedure, the actual timing of the deposit into the "Host"’s account may vary depending on the processing speeds of the payment gateway (Stripe) and the respective bank. (Final confirmation of operational standards required).

5.2 Service Fee Structure

The “Company” charges the “Host Member” a Service Fee.

This fee, inclusive of VAT, can be viewed on the Host Centre’s payout menu screen. The applicable commission rates are as follows:

• Host Service Fee: 7% of the Space hire fee

  (exclusive of VAT; 20% in the UK and 23% in Ireland)

The payout amount is calculated as follows:

• Space Hire Fee - Host Service Fee = Payout Amount

5.3 VAT Registration When Listing a Space

1. If a “Host Member” is a VAT-registered business in the United Kingdom, Ireland, or the European Union, the price of the Space must include VAT at the applicable local rate in accordance with UK VAT law and the EU VAT Directive.
2. If a “Host Member” is not VAT-registered, this must be clearly indicated on the “Space”’s detail page or during the payment process.
3. The “Company”’s service fees are subject to VAT at the applicable rate in the jurisdiction where the Service is provided. VAT invoices shall be issued as follows:

• For Host Members: A VAT-compliant invoice for the service fees will be automatically generated and made available via the Payout section of the Host Centre for all confirmed bookings. It is the responsibility of the Host Member to ensure their VAT registration status and business details are kept up-to-date to ensure accurate invoice issuance.
• For Guest Members: VAT invoices are provided upon request. Guest Members requiring a VAT invoice should contact the “Company” at office@spacecloud.city.

1. All invoices will be issued in accordance with applicable UK and Irish tax laws and the EU VAT Directive.
2. Cross-border B2B Transactions and Reverse Charge The Reverse Charge mechanism applies primarily to cross-border B2B transactions (e.g., where the Service is provided to a VAT-registered Host located in a different jurisdiction from the “Company”'s contracting entity).

• Domestic Transactions: If the Service is provided to a Member within the same jurisdiction as the “Company”'s relevant contracting entity (e.g., UK Company to UK Host), the applicable local VAT (e.g., UK VAT at 20%) will be charged and displayed on the invoice.
• Cross-border Transactions: For VAT-registered corporate Hosts in a different jurisdiction, the service fee is charged exclusive of VAT under the Reverse Charge mechanism. In such cases, the Host is solely responsible for declaring and paying any applicable VAT to their local tax authorities. The VAT rate on the invoice will be displayed as 0%, but this does not exempt the Host from their statutory reporting and payment obligations.

Article 6. Payout Holds

1. The “Company” may hold part or all of a scheduled payout, or deduct an amount before making payment, if a claim arises due to the “Host Member”’s fault, including but not limited to booking cancellations, refund requests, or complaints raised by “Guest Members”.
2. If a third party asserts a legal right to the “Host Member”’s payout based on a court decision (e.g. provisional seizure, garnishment, collection order, etc.), the “Company” may hold payout until such legal proceedings are lifted or concluded.
3. In the following cases, the "Company" may also withhold payouts for a certain period after providing prior notice:

• A. Discrepancy in Payout Information: Where the account information registered by the "Host Member" is not in their own name, or where a transfer is impossible due to errors in banking details.
• B. Failure to Comply with Tax Reporting Obligations: Where mandatory tax information, such as the Taxpayer Identification Number (TIN) required under UK (Platform Reporting Rules) and EU (DAC7) legislation, is missing or found to be false.
• C. Request from Investigative or Regulatory Authorities: Where a formal request is made by an investigative agency, tax authority, or relevant regulatory body due to suspected violations of applicable laws.
• D. Suspicion of Fraudulent Transactions: Where it is determined, based on reasonable and objective grounds, that a "Member" is attempting to receive payouts through abnormal transactions, such as inducing direct transactions, creating false bookings, or self-payment.
• E. Irregular Account Status: Where the "Host Member" is currently under temporary or permanent suspension due to a violation of the Terms and Conditions.

Article 7. Dispute Resolution and Limitation of Liability

1. The "Company" acts as an intermediary providing a system for space bookings and, in principle, is not a party to disputes related to the use of the booked space. Except where required by relevant laws and regulations, the "Company" does not assume direct liability.
2. The "Company" shall endeavour to resolve disputes promptly and fairly and may propose mediation plans based on the platform's operational policies and reasonable, objective evidence.
3. The "Company" may support dispute resolution through measures such as refunding the payment recorded in the system or withholding payouts; however, the "Company" shall not be held liable for any other additional damages to the extent permitted by applicable laws.
4. In the event that a complaint or refund request is received from a "Guest" that aligns with the operational policies and terms of use, the "Host" must provide an explanation within the period specified by the "Company". If no response is provided within the deadline, the "Company" may determine whether to issue a refund based on its reasonable judgement using the submitted materials and available information.
5. If a dispute between "Member"s leads to legal litigation, the "Company" shall implement necessary measures in accordance with final court rulings or formal requests from investigative authorities.

Addendum (Effective Date)

These Terms and Conditions shall take effect from 20 April 2026 and apply to all users located in the United Kingdom and the Republic of Ireland, superseding any previous versions.