Terms Of Service
Welcome to the PopUp Wales (“PUW”) Terms of Service.
Please read this Agreement carefully before accessing or using the Website. These terms govern Your use of the PopUp Wales website found at www.popupwales.com and by accessing or using any part of the Website, You agree to become bound by the terms and conditions of this Agreement. If You do not agree to all the terms and conditions of this Agreement, then You may not access the Website or use any services. If these terms and conditions are considered an offer by PUW, acceptance is expressly limited to these terms.
Purpose and ownership of the website
The Website is copyright – it is owned and operated by Urban Foundry Ltd. (www.urbanfoundry.co.uk), company number 6692527 whose registered offices are situated at The Engine Room @HQ, Llys Glas, Alexandra Road, Swansea SA1 5AJ.
The Website is offered subject to Your acceptance (without modification) of all of the terms and conditions contained herein and all other operating rules, procedures and policies that may be published from time to time on this Website by Urban Foundry Ltd. (collectively, the “Agreement”).
The following terms and conditions govern all use of the PUW website and all content, services and products available through the website.
i) The following terms are used throughout the document – definitions are provided below and apply unless otherwise stated in the Agreement:
• “Agreement” or “Terms” means these Terms and Conditions;
• “We”, “Us”, “Our”, “(the) Company”, “PopUp Wales” or “PUW” refer to Urban Foundry Ltd. company number 6692527, registered in England and Wales whose offices are situated at Urban Foundry, The Engine Room @HQ, Llys Glas, Alexandra Road, Swansea SA1 5AJ. Urban Foundry Ltd. is the owner and operator of the PUW website. Should Urban Foundry Ltd. decide in future to set up a special purpose vehicle as a separate company to oversee and operate the Website, then it may transfer all of these terms and conditions to that new company whereupon the Agreement will be amended to reflect this.
• “You” means any user of the website whether they are accessing the website to find space and registering their interest for a short-term rental, just individuals browsing the site or whether they are a landlord registering their space and supplying information for display on the website to attract short-term occupants, or any user of the website for any other purpose. Not all clauses will be relevant to all users.
• “Landlord” means individuals with empty properties that want to list their space on the PopUp Wales website.
• “Tenant” means individual or business that is interested in a short-term flexible space to rent to develop a product, test the market and/or run an event.
• “Website” refers to the PUW website: www.popupwales.com
• “Content” refers to any and all material that You post to this website whether it is made publicly viewable or not.
ii) Headings in this Agreement are for convenience and shall not affect its interpretation.
2. Browsing the website
i) It is the responsibility of landlords to adequately and accurately provide information about their space through the Website and the tenants responsibility to provide information about their intentions (whether that be promoting their business, testing products and/or running events) with the space – we do not make any promises or guarantees in terms of: finding tenants to rent all spaces approved for listing or guarantee that every space that has been registered through the application process on the website will be accepted and listed on the website. There is also no guarantee that every individual (potential tenant) will be able to secure a short-term space to rent when registering their interest via the registration process on the website.
ii) The Website shares links to third party websites (mainly signposting business support) – We cannot review or perform checks on third party websites and We do not accept responsibility for the Content of third party websites, the use of that Content or its effects. You are solely responsible for accessing third party websites. You are responsible for taking precautions as necessary to protect Yourself and Your computer systems from viruses, worms, Trojan horses, and any other harmful or destructive content. Whilst we will make reasonable efforts to ensure that Content is not offensive, indecent, or otherwise objectionable, and also that Content on the Website is free from technical inaccuracies, typographical mistakes and other errors, we cannot guarantee this and accept no liability that may arise from inaccurate or offensive Content. We will make reasonable efforts to prevent the posting of and/or remove any Content that violates the privacy or publicity rights or infringes the intellectual property and other proprietary rights of third parties.
3. PUW accounts
i) You may only create an Account on the Website if You are a landlord with empty premises that would be interested in short-term flexible occupants and if You are an individual or business (potential tenant) that is looking for premises on a short-term flexible basis to promote a product, develop a new idea and/or run an event. All applications from users (landlords and tenants) will be considered before being approved for listing/leasing.
ii) In all instances those wishing for their premises to appear on the Website (landlords) must first register – We will then review and approve requests. All approved requests for listing will then be featured on the website at which point You will receive an email to confirm that Your premises has been approved and that You can then amend Your listing. It is Your responsibility to ensure that any emails sent to You can be received – We take no responsibility for delivery failure of emails and/or blocking or diversion of emails to junk folders. Our decision on approving or not approving applications is final.
iii) We aim to approve requests swiftly but will only be able to do so on weekdays during normal working hours. We will not enter into correspondence whilst applications are pending, and in most instances, We will not enter into correspondence if we decline Your application.
iv) If You create a successful listing on the Website, You are responsible for maintaining the security of Your account and You are fully responsible for all activities that occur under the account.
v) You must immediately notify us of any unauthorised uses of Your account or any other breaches of security.
vi) We will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
vii) We will be reasonable but We reserve the right to remove or disable any users access to the site, or any listing or other user-generated content for any reason, at any time and without prior notice if We, in our sole discretion, consider any users information or intentions to be objectionable for any reason, in violation of these terms or otherwise harmful to our Website or Services.
viii) You may not create multiple accounts for the same property unless You have agreed this with us in writing in advance for example: if you have a premises that has several units within it, or many premises in different locations.
ix) You may not create an account on behalf of a third party unless You have their express written permission, which You must keep a copy of for the duration of operating their account. If You do have consent to set up an account on behalf of a third party, You will be responsible for that third party’s Content, use of the Website and will be deemed to be agreeing to be responsible for entering into this Agreement.
4. Our services
i) We provide the PUW website, a marketplace platform for connecting empty spaces (listings) with individuals seeking short-term flexible space (potential tenants), as a service, and its responsibilities are limited to: facilitating the availability of the website and the service to allow landlords and tenants to communicate directly when approved by PUW; We also serve as an agent to collect payment for rental agreements from tenants; every tenant/space seeker is responsible for assessing the suitability of any space it is considering using; PUW has no control over the quality, suitability or availability of any space, or the reliability, integrity or conduct of any user.
ii) If the website or this agreement provides professional information or recommendations (e.g., legal, insurance, or financial etc.), it does so, not as professional advice but for informational purposes only. Decisions should not be made on the basis of such information as PUW recommends you seek advice from licenced professionals in such areas.
i) If You or any third party acting on Your behalf post Content on the Website, You are entirely responsible for the content of, and any harm resulting from, that Content.
ii) In posting any Content on the Website, You confirm that:
• the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
• You have the authority to post and make available the Content and in so doing to agree to these terms;
• You have fully complied with any third-party licenses relating to the Content;
• Content posted by You does not contain/install viruses/malware or other harmful or destructive content;
• Content is not SPAM or machine/randomly generated;
• Content is relevant to the purposes of the Website, in other words it relates to the ownership of empty premises in the South Wales area that you wish to list on the website or you are an individual applying for short-term flexible space to test the market with new products, develop ideas or run an event;
• Content does not contain unethical or unwanted commercial content designed to drive traffic to third party websites or boost search engine rankings of third party websites or to further unlawful acts such as ‘Phishing’ and/or mislead recipients as to the source of material (e.g. ‘spoofing’);
• Content is not pornographic, does not contain threats or incite violence and does not violate the privacy or publicity rights of any third party;
• Content will not be defamatory or illegal;
• Content is not advertised via unsolicited electronic;
• Content does not misrepresent You as another person / organisation / company;
• Content is truthful and accurate to the best of Your knowledge and ability;
• If applicable, (e.g., an individual seeking short-term space for food related purposes) You are registered and compliant with Environment Health regulations (including where relevant being registered for the ‘scores on the doors’ scheme) wherever appropriate and that You have not been prevented from trading by any order of Environment Health.
iii) You agree that You will conform to the regulations of the General Data Protection Regulation (‘GDPR’) at all times.
iv) Any Content posted by You remains Your copyright but in posting Content on the Website You are agreeing to the free display and use of all Content that You post without limitation, both on the website and in any related publicity activities We may undertake to promote the Website and any related services.
v) You will bear any liability resulting from the posting of any Content that You do not have the rights to post and in using the website You agree that You will indemnify Us in respect of any breach of this clause.
vi) In posting Content You warrant that You have granted Us a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content, solely for the purpose of displaying, distributing and promoting the contents of Your account, through any part of the Service including through any related marketing and publicity.
vii) You understand and acknowledge that by using the Website, you agree that PUW may market your event/use of space through its website and its social media accounts.
xi) You agree that We may amend, alter or remove any Content if We deem it to be inappropriate, misleading or inaccurate and that this is at our sole discretion.
xii) You agree that it is Your responsibility to remove Content from public view and/or to delete Your account if it is no longer needed.
6. Copyright infringement
i) If You believe that material located on or linked to by the Website violates copyright or there is a legal requirement for its amendment or removal, please notify Us, providing as much detail as You can to help Us to investigate. We will investigate all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. If, following investigation, We deem the complaint to be upheld We will contact You to let You know what steps We have taken.
ii) If a user has been found to have abused the terms then We will terminate their access to and use of the Website. If a user is determined to be a repeat infringer of the copyrights or other intellectual property rights We will report them to the police.
7. Intellectual property
i) This Agreement does not transfer from PUW to You, any PUW or third party intellectual property and all rights, title and interest in and to such property will remain (as between the parties) solely with PUW.
ii) The PUW logo is Our copyright – it and any other service marks, graphics and logos used in connection with PUW or the Website are trademarks or registered trademarks of PUW. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants You no right or license to reproduce or otherwise use any PUW or third-party trademarks or other Content.
i) PUW reserves the right to display advertisements on the Website.
ii) As with all other aspects of this agreement, whilst We will take reasonable steps to ensure quality, We do not accept liability for any consequences of You accessing third party websites and/or otherwise engaging with third parties as a result of advertisements seen and/or clicked on through the Website.
i) PUW reserves the right to display attribution links such as ‘Powered by PUW’, theme author and font attribution in Your Content. Any footer credits for PUW or related parties may not be removed.
i) We reserve the right, at Our sole discretion, to modify or replace any part of this Agreement. It is Your responsibility to check this Agreement periodically for changes. Continued use of or access to the Website by You following the posting of any changes to this Agreement constitutes acceptance of those changes.
ii) We may also, in the future, offer new services and/or features through the Website (including the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement and may carry a fee – You will be given the option to ‘opt in’ to any such additions that carry a fee.
iii) We reserve the right to implement charges for listings or increase rental fees for hiring spaces on this website at any time. We will provide You with reasonable notice of this to the email address that You list – We will give a clear start date for any charging and a clear and transparent fixed fee charging quotation. If You do not wish to pay for continued listing after receiving such a notice, no fees will be payable and Your account will be deleted on the date upon which payments would otherwise have commenced. We will not automatically charge You if the account moves from a free to a payment basis. No listings will be removed or altered prior to that date unless You have breached other terms of this agreement and/or You have told us that You wish to terminate Your account.
i) We may terminate Your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately.
ii) If You wish to terminate Your PUW account, You may simply discontinue using the Website. All provisions of this Agreement which by their nature should survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
iii) We may, without notice, cease operation of the Website
iv) We will not be liable for any claims for loss of earnings as a result of suspension or deletion of any account from any breach of these terms.
12. Disclaimer of warranties
i) We do not make any warranty that the Website will be error-free or that access thereto will be continuous or uninterrupted. You understand that You download from, or otherwise obtain Content or services through, the Website at Your own discretion and entirely at Your own risk. This does not infringe on Your Statutory Rights.
ii) We will make all reasonable efforts to ensure that the Website functions optimally, but We will not be liable for any claims for loss of trade or any other form of damages due to any failures of the Website.
13. Force Majeure
i) We do not accept liability for any consequential loss, damage, delay or non-fulfilment due to matters beyond Our control.
14. General representation and warranty
(ii) You represent and warrant that Your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.
i) You agree to indemnify and hold harmless PUW, Urban Foundry and its contractors, licensors and their respective directors, officers, employees and agents from and against any and all claims and expenses, including legal fees, arising out of Your use of the Website, including, but not limited to, Your breach of this Agreement.
i) This Agreement constitutes the entire agreement between Us and You. You may not modify the agreement without Our prior authorisation, which will only be valid if provided in written format clearly showing any agreed amendments and signed by an authorized executive of Urban Foundry Ltd. or if We post a revised version of this Agreement.
ii) This Agreement and use of the Website will be governed by the laws of England and Wales and any disputes arising out of or relating to this agreement will submit to the courts and judicial system of England and Wales.
iii) Without prejudice to 18 (ii), if any provisions of these Terms and Conditions are declared by any judicial or other competent authority to be illegal, void, voidable or otherwise unenforceable, or indication of the same is received by either party from any relevant competent authority, such provision shall be deemed to be severed but the remaining terms shall remain in full force and effect.
iv) A waiver agreed by Us or You of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
v) You may not assign, sub-license, or sub-contract Your rights or obligations under this Agreement to any third party without Our prior written agreement. We may assign Our rights under this Agreement without condition.
Booking through PopUp Wales
Landlords (empty space owners)
i) As a landlord (empty space owner), you may create a listing. When registering your space for listing on the website you will need to provide information about the space via the registration form on the website. Information we require includes location, size, features, facilities, accessibility, availability of the space, its rateable value if known and relevant insurance documents etc. this information will be obtained by PUW and a decision on your listing will be made on whether it is suitable after an on-site visit. After your listing has been approved limited information will be viewable on the website e.g. duration of availability, size, location and features.
ii) We do not require exclusivity or restrict your opportunities to list your space with any other commercial broker or similar online platform. However, in consideration of our investment in marketing your space to tenants looking for short-term flexible space to increase the premises long-term prospects (along with many other benefits to you, including that of a monetary value e.g., reduction in business rates) you agree to adjust your listing price as necessary to ensure that is not advertised as available at a lower price for short-term rental on any other platform.
iii) By creating a listing, you agree that:
- You have sufficient rights to the commercial space to participate as a landlord (empty space owner), and your participation will not violate any laws, regulations or breach any agreement between you and any third party, including any agreements relating to the space.
- The space you are listing is free of any known defects that would pose as a health and safety risk to any tenant.
- The space is in a safe condition and complies with all applicable laws, regulations and building requirements.
- You are not breaching any other agreements or policies relating to the space and you are solely responsible and indemnify PUW against any liabilities arising from such breaches.
- You are not violating any laws, tax requirements, rules and regulations that may apply to the listing.
- You will respond promptly to enquires and questions as well as additional requests for information that PUW deem necessary.
- You provide accurate, up to date information about the listing.
- You will immediately inform PUW if you have found a long-term tenant for the space and ensure the listing is deleted or if there are any planned works being made to alter the space that will impact on its availability.
iv) We liable for your compliance with any applicable laws, rules and regulations and we reserve the right at any time and without prior notice to delete your listing if we believe you violate these terms.
v) By listing your space through the website, you agree to carefully document the condition of the pace shortly before any tenant takes occupancy and after they vacate the space. Failure to do so may preclude any claim against damage or insurance policies.
vi) By listing your space, you also acknowledge that you agree to and abide by all terms within this agreement.
Tenant (individual seeking empty space – successful applicant)
i) As the tenant (individual seeking empty space), who has been accepted to occupy one of the listings on the website you agree that you do so on your own behalf (if you approach us as an individual/sole trader) or on the behalf of a company or organisation you represent and warrant that you are authorised to bind such company or organisation to the terms in this agreement.
ii) You also agree to respond promptly and completely to requests from PUW for additional information that we deem necessary to prove your authority to agree to the previous clause. We may terminate your application if we have reason to believe that you do not provide enough information to support your claim.
iii) You also agree to respond promptly and completely to requests from PUW for additional information about your application and your use of the empty space. PUW cannot guarantee matches to empty spaces for every application, we reserve the right to decline applications we deem not suitable for a pop-up/meanwhile use in an empty space listing.
iv) By using the website, you agree that:
- You will abide by the terms within this agreement and the Meanwhile Use Lease you enter into with the landlord of the listing you successfully book through the website.
- You understand that information on listings on our site, including photos are not guaranteed to be current or accurate, we do advise and help arrange a visit for you to view the space to ensure it fits your needs. PUW is not responsible for any discrepancy between the listing pictures and the space in real life.
- By committing to the Meanwhile Use Lease with the landlord you confirm that the space fits your needs and expectations and any cancellations thereon made from dissatisfaction will not apply and may incur a penalty should you break the terms of cancellations within this agreement.
- You will only use the space for lawful purposes. You will not use the space for any illegal activity or any other purpose likely to reflect negatively on PUW or the landlord.
- You will not install, remove or modify any fixtures or fittings in the space you are booking unless that has been authorised by the landlord.
- You will obtain any necessary permits for your use of the space and agree that you will gain such permits and ensure that your use of the space conforms to any requirements/limitations regulatory body or process.
- We nor the landlord are responsible for any loss or damage to your property should you leave behind in the space you have booked. It is your responsibility to retrieve all your belongings prior to vacating the space.
- You may be held liable, and incur a penalty, for any repair costs for damages made to the space during your occupancy.
v) Submitting an application via the website you acknowledge and agree that PUW may help you find a space that is suited to your needs. A representative from PUW may contact you for more information on your intentions for the space and make contact with landlords with other potential spaces that may not be live on the website.
i) PopUp Wales reserves the right to cancel any bookings at any time for security purposes. For example, if there is a problem with payments being processed your booking will be cancelled immediately and the listing will reappear on the website for other potential tenants.
Cancellation by Landlord
i) After a booking is agreed, the landlord may cancel at any time, subject to the following terms:
- Cancelling before the tenants start date, the landlord shall refund PUW any and all funds received under this agreement
- Cancelling on or after the tenants start date, the landlord should only do so with prior written notice (of 30 days) to PUW and the landlord will receive a penalty fee that will cover a refund for all days the tenant could not occupy the space due to the early termination and also cover any costs related to the tenant being forced to vacate the space early.
Cancellation by Tenant
i) After a booking is agreed, the tenant may cancel within 48 hours after booking or any time more than 30 days prior to the start date subject to the following terms:
- Should the tenant cancel 30 days or more prior to the start date the tenant shall be entitle to a full refund of any deposits paid.
- Tenants may not cancel with less than 30 days prior notice or after the start date. If cancelling with less than 30 days prior notice the full deposit will be retained, if cancelling after the start date the full rental agreement fee must be paid in full whether or not they occupy the space.
Cancellations under special circumstances
i) PUW reserves the right to allow cancellations of bookings in special circumstances caused by natural disasters, epidemics, political crises, armed conflicts and other instances of force majeure.
ii) We do not accept liability for any consequential loss, damage, delay, disruption, or non-fulfilment of any agreement due to forces beyond our control. In the event of any delay or non-fulfilment of any agreement arising from the above clause, we shall not be liable to pay you for any consequential loss or damages as a result of the delay, disruption or cancellation of the agreement.