Platform Terms of Use — Locations Direct

Welcome to Locations Direct

WHAT PARTS OF THESE TERMS APPLY TO ME?

This agreement governs your use of the Locations Direct website www.locationsdirect.co (Platform) and any other services made available through the Platform. By using the Platform, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and us, Locations Direct Limited, a company registered in England and Wales under company number: 11390232 with registered office at 85 Great Portland Street, London, England, W1W 7LT (Locations Direct, we or us), and in the event you make (as Production) or accept (as a Host) a Booking under this agreement, then these terms shall apply to all Bookings and form the contract (together with the relevant Booking form) between the Host, Production and Locations Direct for such Booking.

The remainder of this agreement is divided into three parts:

· Part A (Hosts), which sets out additional terms that apply to Hosts, being owners of Locations;

· Part B (Production), which sets out additional terms that apply to Production, being individuals or entities who hire Locations via the Platform; and

· Part C (All Users), which sets out terms that apply to all Users.

If you intend to use the Platform as a Host, only Part C and Part A of these terms will apply to you.

If you intend to use the Platform as a Production, only Part C and Part B of these terms will apply to you.

When we talk about the “Location” in this agreement, we are referring to the properties made available by Hosts via the Platform.

We may use Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Location.

Part A Hosts

1 LOCATION LISTINGS

You acknowledge and agree that:

(a) you must use your best endeavours to provide as much information as possible in any listing you submit to the Platform in which you offer to provide the Location, including hours and days of availability, maximum number of persons, included services and whether any Utility Fees (as defined in clause 3.3) and Additional Fees (as defined in clause 3.1(l) are applicable (Location Listing);

(b) If in any of your Location Listings or anywhere on your Account you make any representations including without limitation any representations, promises, or warranties about the Location, you warrant to Locations Direct that such representations are true;

(c) Locations Direct may choose not to accept any Location Listing you submit to the Platform, and Locations Direct may limit the number of Location Listings you can submit to the Platform;

(d) any information you supply in a Location Listings must be true, timely and accurate;

(e) you must take all reasonable steps to complete the services as described in every Booking by a Production, including by not cancelling any part of the Booking;

(f) you must deal with any dispute with a Production in accordance with clause of Part A;

(g) any additional terms and conditions relating to a Location Listing, or a quote provided via the Platform, are solely between you and the relevant Production and do not involve Locations Direct in any way, except that they must not be inconsistent with your or the Production’s obligations under this agreement; and

(h) Locations Direct will have no responsibility for any Production’s response to a Location Listing or actions under the Booking.

2 BOOKINGS

(a) Production can book or hire a Location in a Location Listing (Booking):

(i) For any dates and times you make the Location Listing available for Direct Booking via the Platform; and

(ii) For any dates and times you agree in writing, including without limitation where you confirm to our agents via email or by “accepting” a Booking via the Platform.

(b) You must ensure that all services specified in a Booking are provided:

(i) in accordance with all applicable laws, regulations, tax obligations and industry standards;

(ii) with due care and skill and in a professional, punctual and diligent manner;

(iii) so that the services are fit for their intended purpose; and

(iv) on the date and at the times set out in the Booking.

(c) You acknowledge and agree that a Production may review any Location Listing or services you provide under a Location Listing on the Platform in accordance with clause 4 of Part C of this agreement.

(d) If a Production requests to reschedule the dates for a Booking, you may choose to accept or reject such a request.

3 FEES & CHARGES

3.1 BOOKING FEES

(a) Viewing the Platform and posting a Location Listing is free.

(b) You will be required to quote the cost of providing the services specified in each Location Listing or Booking inclusive of any VAT applicable (Quoted Amount).

(i) For Bookings made via the Platform directly, where the Production has not enquired about the Location or Location Listing with one of our agents (Direct Booking), 15% of the Quoted Amount plus VAT; and

(ii) For Bookings made via the Platform where one of our agents has assisted with the Booking, including in the event that a Production enquires about the Location or Location Listing with one of our agents and subsequently books via the Platform directly (Agent Booking), 20% of the Quoted Amount plus VAT.

(d) We may also charge a Booking Fee to the Production for any Bookings made.

(e) When a Production makes a Booking, they will be prompted to pay the Quoted Amount, plus the Booking Fee (together, the ‘Hire Fee’).

(f) The balance of the Hire Fee minus the Booking Fee and our Commission (Your Fee) will be paid to you in accordance with clause

(g) For Bookings made via the Platform directly, where the Production has not enquired about the Location or Location Listing with one of our agents (Direct Booking). Your Fee will be held in Location Directs Online Payment Partner Account, before being released to your connected Online Payment Partner Account, and transferred to your nominated bank account in accordance with the Online Payment Partner’s terms and conditions.

(h) You:

(i) appoint the Online Payment Partner as your limited collection agent solely for the purpose of accepting Your Fee from the Production via Locations Direct for Direct Bookings;

(ii) agree that payments made by Users for Direct Bookings will first be held in the Locations Direct Online Payment Partner Account until a date specified by Locations Direct and will only be released to your Online Payment Partner Account once the onboarding process is complete. Payouts from the Locations Direct Online Payment Partner Account will generally be released on the first day of the booking or no later than 8 days after the Booking hire period is completed (whichever date is later); and

(iii) agree that all payments for Direct Bookings will be made to your nominated bank accounts in accordance with the timing specified by the Online Payment Partner, which may vary depending on your geographic location. The Online Payment Partner’s current payment terms are available here: https://stripe.com/docs/payouts.

(i) For Agent Bookings, we will pay to you Your Fee subject to:

(i) Receiving the Quoted Amount from Production; and

(ii) receiving a valid invoice for Your Fee.

(j) We will pay Your Fee to the bank account nominated with your Account or otherwise set out in your invoice within 30 days’ from receiving your valid invoice.

(k) Locations Direct reserves the right to change or waive the Booking Fee and any Commission at any time by updating the Platform on written notice to you. We will provide you with at least 14 days’ written notice if this occurs, and upon receipt of such notice you will have the right to terminate this agreement immediately, on written notice to us. Your continued use of the Platform after you receive such written notice will constitute your consent to the change and/or waiver set out in that notice.

(l) You acknowledge and agree that, unless applicable laws or regulations require otherwise, taxes (including VAT) will be calculated and charged on the Quoted Amount and we will calculate the Booking Fee and Commission on an amount equal to the Quoted Amount plus any taxes applicable to the Quoted Amount.

3.2 ADDITIONAL FEES

(a) Hosts may be entitled to additional fees for services not included in a Booking but which are provided, including:

(i) Fees for additional hours of use of the Location, in excess of the hours included in the Booking at a rate up to 1.5 times the hourly rate for the Location, a 15min grace period allowed; and

(ii) Fees for additional persons being at the Location, in excess of the permitted number of persons included in the Booking;

(iii). Fees for additional areas being used at the Location, in excess of the permitted areas included in the Booking;

(iv) Fee for cleaning the Location after the Booking if the Production fails to leave the Location in an acceptable condition.

(together the Additional Fees).

3.3 UTILITY FEES

(a) Hosts may pass on the costs of utilities (being water, power and gas) used during the Booking (Utility Fees), subject to this clause 3.3.

(b) Hosts may only charge Production for Utility Fees if:

(i) The Host records the utility reading in the presence of the Production (or the Production’s authorised representative) at the commencement and end of the Booking; and

(ii) The Host evidences the Utility Fees incurred by the Host (at the rates of the applicable utility provider).

(c) Production will only be required to pay Utility Fees used during the Booking and shall not be liable for any connection fees, unless otherwise agreed in writing.

4 DEPOSITS

(a) We take a deposit from Production for each Booking (Deposit).

(b) The Deposit may be applied to any Damages, Utility Fees and Additional Fees.

(c) To claim from the Deposit, the Host must submit a request via the Platform for the Utility Fees and/or Additional Fees within 72hrs from the Booking ending.

(d) The Host must provide Locations Direct with all information to demonstrate the claims on the Deposit.

5 REFUNDS & CANCELLATIONS

(a) Without limiting or otherwise affecting the terms of this agreement, if you wish to cancel a Booking you must contact us using the Platform’s functionality, including by providing details as to why you are cancelling. If Locations Direct decides to investigate your request, you must provide assistance and information to Locations Direct as reasonably requested.

(b) You must ensure that your cancellation policy and refund policy in relation to you or Production cancelling a Booking is in compliance with all applicable laws.

(i) cancel your Account and/or any membership you hold in connection with the Platform;

(ii) refund the Quoted Amount to the relevant Production; and

(iii) if we refund the Quoted Amount, require you to pay all or part of the Quoted Amount to us, and issue you with an invoice for that amount.

(d) The Booking Fee is by default non-refundable for change of mind. However, Locations Direct may, in its absolute discretion, issue refunds of the Booking Fee in certain circumstances.

(e) You agree to honour and comply with the process set out in this clause 6 in the event of a pricing error in a Location Listing.

6 BYPASSING

(a) You agree that while you are a Host on the Platform, regardless of the reason that your Account was suspended or cancelled, you will not, either directly or indirectly, solicit or attempt to solicit any business, work, income or other benefit, from any Production whom you came to know about, or with whom you provided goods or services to directly or indirectly, by using the Platform. This provision will apply whether or not the Production or their representative is still active on the Platform.

(b) Locations Direct may, in its absolute discretion, cancel your Account and suspend you from using the Platform if it finds or suspects that you have breached or are in breach of this clause 6.

7 WARRANTIES

By listing yourself as a Host on the Platform, posting a Location Listing or accepting a Booking, you represent and warrant that:

(a) you are able to fulfil the requirements of the services specified in the Location Listing or Booking;

(b) you will provide services set out in a Booking (including but not limited to access to the Location as specified in the Location Listing) to each Production:

(i) exercising due care and skill in a professional, efficient, diligent and safe manner, and to the best industry standards; and

(ii) in compliance with all applicable laws; and

(c) any individuals involved in your performance of services to any Production have not been previously convicted of an indictable offence, and any companies involved in your performance of services have no current legal, criminal, civil or administrative proceedings against them.

Part B Production

8 LOCATION LISTINGS AND BOOKINGS

(a) You acknowledge and agree that:

(i) If you make a Booking that will constitute your offer and intention to enter into a contract with the Host;

(ii) When you make a Booking, the fees for the hire of the Location as contemplated by the Booking will be notified to you (Hire Fees).

(iii) In addition to the Hire Fees, you will be required to pay to us a Booking Fee:

(A) For bookings made directly with hosts via the platform, a fee of 2% of the hire fee plus VAT will apply; and

(B) For Bookings made using our agents, a fee of £250 + VAT will apply.

(Booking Fee).

(iv) To place a Booking you will be required to pay the Hire Fees, Booking Fee and subject to clause 9(b) any Deposit.

(v) Locations Direct will keep the Deposit (subject to clause 10), Booking Fee and a commission, being a percentage of the Hire Fees which is payable by the Host;

(vi) Any terms and conditions relating to a Booking via the Platform are solely between you and the relevant Host and do not involve Locations Direct in any way, except that such terms and conditions must not be inconsistent with this agreement.

(b) When you make a Booking on the Platform, you must:

(i) only submit Bookings that are bone fide and accurate; and

(ii) truthfully fill out all the information requested by the Platform in relation to the Booking.

9 PAYMENT

(a) Unless otherwise agreed in writing with the Host, you must pay for all Bookings in advance at the time of making the Booking.

(b) Where the Booking permits you to pay all or part of the Quoted Amount after making a Booking, you must pay the Quoted Amount at the times specified in the Booking in accordance with the instructions of any invoice we issue to you (Payment Terms).

(c) We reserve the right to charge an Admin Fee for managing the collection and dispersement of the Quoted Amount outside of the Platform (Admin Fee), which will be added to the invoice if you request to pay the Quoted Amount outside of the Platform.

(d) Locations Direct and the Host reserve the right to cancel a Booking if the Quoted Amount is not paid in accordance with the Payment Terms.

(e) (Pricing errors) In the event that we discover an error or inaccuracy in any price at which your Booking was made via the Platform, we will attempt to contact you and inform you of this as soon as possible. Subject to agreement with the Host, you will then have the option of making the Booking at the correct price, or cancelling your Booking. If you choose to cancel your Booking and payment has already been debited, the full amount will be credited back to your original method of payment.

10 DEPOSITS AND ADDITIONAL FEES AND DAMAGE

10.1 DEPOSIT

(a) We and/or a Host may require a deposit to be paid, in addition to the Quoted Amount, at the time of placing a Booking (Deposit).

(b) You agree to indemnify Locations Direct and the Host for any damage to the Location, any person or property within the Location or third party property surrounding the Location incurred in connection with your Booking, including but not limited to any damage to neighbouring properties, and any costs, expenses, liabilities, claims or damage incurred by the Host because of your breach of this agreement (Claim).

(c) We and/or a Host may request payment/invoice you for any Utility Fees, Additional Fees or Claim (Deposit Claim). We reserve the right to retain the Deposit until any Deposit Claim is settled, and to deduct from the Deposit and pay to the Host for any Deposit Claim, including any Claims, Additional Fees incurred by you as part of the Booking (as set out in the relevant Location Listing) together with any Utility Fees (as set out below).

(d) Subject to clause 10.1(c), the Deposit will be refunded to you by the same payment method you used to pay the Deposit within 3 days from the conclusion of the services being provided in the relevant Booking.

(e) In the event that any Claim, Additional Fees and/or Utility Fees exceed the Deposit, you agree to pay to Locations Direct the additional amounts upon receiving an invoice from Locations Direct.

10.1 UTILITY FEES

(a) Where a Location Listing specifies that Utility Fees are payable, then the Host may recover from you the utilities incurred by you during the Booking at the rates charged to the Host for those utilities (Utility Fees).

10.2 ADDITIONAL FEES

(a) Hosts may be entitled to additional fees for services not included in a Booking but which are provided, or for any breaches of the terms, including:

(i) Fees for additional hours of use of the Location, in excess of the hours included in the Booking at a rate up to 1.5 times the hourly rate for the Location, a 15min grace period allowed; and

(ii) Fees for additional persons being at the Location, in excess of the permitted number of persons included in the Booking;

(iii) Damage to the Location;

(iv) If the Location is returned in a manner inconsistent with these terms

(v) If areas are used that are outside of what was been agreed prior to the booking.

(vi) Cleaning costs if the location is not left to an acceptable condition. Including waste removal.

10.3 All staff and personnel of Production must vacate the Location by the agreed time in the Booking. If:

(a) Production arrives early; or

(b) Production has not completely vacated the Location by the agreed time,

Additional Fees will apply.

10.4 ALTERATIONS & CARE

(a) All alterations (excluding freestanding props and dressing) must be agreed with the Host in advance.

(b) Any alterations to the Location (including but not limited to structural or cosmetic changes) must be removed and reinstated to the original condition, at Production’s expense.

(c) Production must use reasonable care to reduce damage and disruption to the Location, including installing floor protection in the Location.

10.4 RETURN OF THE LOCATION

(a) You must ensure the Location is returned at the end of the Booking period in the same condition as it was delivered to you, including without limitation:

(i) making good to the satisfaction of the Host, or otherwise paying the reasonable cost of making good, any damage or loss to the Location arising out of the Booking or your use of the Location;

(ii) removing all rubbish and other goods (including but not limited to equipment and props) brought onto the Location, at the Production’s expense.

(iii) If Production engages a third-party cleaner to clean the Location:

(A) Production is solely responsible for the cleaner and indemnifies the Host from any loss, damage, cost or expense arising out of or in connection with the cleaner;

(B) Must ensure that the cleaner completes the clean within the Booking time, otherwise Additional Charges may apply.

11 CANCELLATIONS

(a) Locations Direct will have no liability or obligation to you if a Host cancels a Booking after it has been agreed and you will not be entitled to any compensation from Locations Direct in relation to any such cancellation, including any portion of the Booking Fee or Service Charge.

(b) If you wish to cancel a Direct Booking via the Platform you must contact the Host and initiate the Cancelation from the Booking page on your account. Cancellations of a Booking on Direct Bookings are subject to the Host’s cancellation policy as set out on the Location Listing (Host Cancellation Policy). Cancellations on Agent Bookings are subject to the Terms of the Hire Agreement.

(c) If you cancel a Booking, whether the relevant Quoted Amount paid by you is refundable will depend on the relevant Host Cancellation Policy. Booking Fees and Service Charges are non-refundable.

(d) If Locations Direct decides to investigate your cancellation, you must provide assistance and information to Locations Direct as reasonably requested.

12 RATINGS AND REVIEWS

(a) We may have a rating and/or review functionality on our Platform.

(b) Production may rate a Location Listing (Rating) and/or may provide feedback to Hosts regarding the services Production received from them (Review).

(c) Production’ Ratings and Reviews can be viewed by any User and will remain viewable until the relevant Host Account and/or Location Listing is removed or terminated.

(d) Production must only provide true, fair and accurate information in their Reviews.

(e) If we consider that a Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review and/or ban the relevant Production from posting further Reviews. We do not undertake to review each Review made by Production.

(f) To the maximum extent permitted by law, we are not responsible for the content of any Reviews.

(g) You may not publish Reviews of Hosts to whom you have a personal or professional relationship (separately from the Platform).

(h) You may only write a Review about a Host if you have had an experience with that Host, which means that you have hired a Location from that Host via the Platform (Location Experience).

(i) You may only write about your own Location Experience. You are not permitted to write a Review about somebody else’s Location Experience, such as that of a family member or friend.

(j) You may not write a Review about a Host you have previously owned, currently own, or which an immediate family member currently owns, or if you are an executive or employee of that Host, or work for the Host. Similarly, you may not write a Review about a direct competitor to the Host you own, are employed by or work for.

(k) Your Location Experience must have occurred within the last 12 months when you submit a Review.

(l) You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a Host to write a Review, you should include information about this in your Review. Incentives include the Host offering you a gift, reward, discount or advantage for writing a Review about the Host.

13 LINKED BUSINESSES

You acknowledge and agree that:

(a) the Platform provides links and introductions to Hosts and Locations owned and operated by third parties that are not under the control of Locations Direct;

(b) the provision by Locations Direct of introductions to Hosts does not imply any endorsement or recommendation by Locations Direct of any Host;

(c) Locations Direct does not examine, determine or warrant the certification and/or licensing, competence, solvency or information of any Host who uses or lists a Location on the Platform;

(d) We do not inspect any Locations and make no warranties as to the Locations on our Platform, including whether or not the Location will be suitable for your intended use; and

(e) any terms and conditions relating to a Booking via the Platform constitute a contract between you and the Host and must be compliant with this agreement.

14 COMMUNICATION OUTSIDE THE PLATFORM

(a) You must not communicate with a Host, or request or entice a Host to communicate with you, outside the Platform (except in the course of accepting Host services that were agreed in a Location Listing or Booking).

(b) Locations Direct, in its absolute discretion, may cancel your Account and suspend you from using the Platform if it finds or suspects that you have breached or are in breach of this clause 14.

Part C All Users

15 ELIGIBILITY

(a) This Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are either:

(i) over the age of 18 years and accessing the Platform for personal use; or

(ii) accessing the Platform on behalf of someone under the age of 18 years old and consent to that person’s use of the Platform.

(b) Please do not access the Platform if you are under the age of 18 years old and do not have your parent or guardian’s consent, or if you have previously been suspended or prohibited from using the Platform.

(c) If you use the Platform on behalf of a company or organisation you warrant that you have the necessary authority from that company or organisation to do so. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “User” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Platform on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

16 ACCOUNTS

(a) In order to use functionalities of the Platform, Users may be required to sign-up, register and receive an account through the Platform (an Account).

(b) As part of the Account registration process and as part of your continued use of the Platform, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, and other information as determined by Locations Direct from time to time.

(c) You warrant that any information you give to Locations Direct in the course of completing the Account registration process will always be accurate, honest, correct and up to date.

(d) Correspondence between Users must take place on the Platform. You agree to ensure that your Account does not display any of your personal contact information at any time such that it can be viewed by any other User. You agree to not give your contact details to any other User.

(e) Once you complete the Account registration process, Locations Direct may, in its absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.

(f) Locations Direct reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.

(g) Locations Direct may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.

17 BINDING CONTRACT

(a) You agree that when a Production submits an enquiry in response to your Location Listing or makes a Direct Booking, this constitutes their intention and offer to enter into a contract with you, where you will provide the Production with the Location and any other services listed in the Location Listing and/or Booking, in exchange for payment of the relevant Quoted Amount. A contract is formed in this respect (between you and the Production) when:

(i) A Direct Booking is made; or

(ii) Any other Booking is accepted by you via the Booking.

(b) Any additional terms of a Booking shall be between the Production and Host (Hire Terms). In the event of any inconsistency between the Hire Terms and this agreement, the terms of this agreement shall prevail.

18 USER OBLIGATIONS

As a User, you agree:

(a) not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;

(b) to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify Locations Direct of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security;

(c) to not use the Platform for any purpose other than for the purpose of making arrangements to hire Locations, including by not using the Platform:

(i) in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes); and

(ii) in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by Locations Direct;

(d) not to act in any way that may harm the reputation of Locations Direct or associated or interested parties or do anything at all contrary to the interests of Locations Direct or the Platform;

(e) not to make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of Locations Direct;

(f) that Locations Direct may change any features of the Platform or Location offered through the Platform at any time without notice to you;

(g) that information given to you through the Platform, by Locations Direct or another User including a Host, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and

(h) that Locations Direct may cancel your account at any time if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 3.

19 INSURANCE

(a) Each User acknowledges and agrees that it is responsible for insuring itself against its risks under and in connection with any Booking.

(b) Each User must ensure that you effect and maintain adequate insurance to cover their risks and liabilities under a Booking and any activities undertaken in connection with a Booking, including without limitation Production must take out and maintain public liability insurance to cover Production, the Host and the Location for the entirety of the Booking in the amounts specified in the Location Listing or as otherwise agreed between the Host and Production, being no less than £1,000,000 (one million GBP).

20 POSTED MATERIALS

20.1 WARRANTIES

By providing or posting any information, materials or other content on the Platform (including any material or information contained in a Location Listing) (Posted Material), you represent and warrant that:

(a) you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);

(b) the Posted Material is accurate and true at the time it is provided;

(c) any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;

(d) the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;

(e) the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;

(f) the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;

(g) the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and

(h) the Posted Material does not breach or infringe any applicable laws.

20.2 LICENCE

(a) You grant to Locations Direct a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for Locations Direct to use, exploit or otherwise enjoy the benefit of such Posted Material.

(b) If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release Locations Direct from any and all claims that you could assert against Locations Direct by virtue of any such moral rights.

(c) You indemnify Locations Direct against all damages, losses, costs and expenses incurred by Locations Direct arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.

20.3 REMOVAL

(a) Locations Direct acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, Locations Direct may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Platform) at any time without giving any explanation or justification for removing the Posted Material.

(b) You agree that you are responsible for keeping and maintaining records of Posted Material.

21 REFUNDS, SERVICE INTERRUPTIONS AND CANCELLATIONS

Locations Direct will have no liability or obligation to you if:

(a) a Production or Host cancels at any time after the time for performance of the Location Listing is agreed; or

(b) for whatever reason, including technical faults, the services in a Location Listing cannot be performed or completed,

and you will not be entitled to any compensation from Locations Direct.

22 ONLINE PAYMENT PARTNER

(a) We may use third-party online payment partner, currently Stripe (Online Payment Partner) to collect payments on the Platform, including for our Location.

(b) The processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, available here https://stripe.com/gb/legal.

(c) You agree to release Locations Direct and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment.

(d) We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

23 SERVICE LIMITATIONS

The Platform is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that Locations Direct cannot and does not represent, warrant or guarantee that:

(a) the Platform will be free from errors or defects;

(b) the Platform will be accessible at all times;

(d) information you receive or supply through the Platform will be secure or confidential; or

(e) any information provided through the Platform is accurate or true.

24 INTELLECTUAL PROPERTY

24.1 PLATFORM CONTENT

(a) Locations Direct retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Platform Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.

(b) You may make a temporary electronic copy of all or part of the Platform Content for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Platform Content without prior written consent from Locations Direct or as permitted by law.

24.2 LOCATION CONTENT

(a) Subject to the payment of the all fees (including any Hire Fees, Additional Fees, Utility Fees and Claims), the Host grants to the Production (and its subcontractors, employees or agents):

(i) A right to film, photograph and otherwise record the Location for the Purpose; and

(ii) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Location Content to the extent reasonably required for the Purpose.

(b) The Host:

(i) warrants that Production’s use of the Host Content as contemplated by the Booking will not infringe any third-party Intellectual Property Rights; and

(ii) will indemnify Production from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

24.3 PRODUCTION CONTENT

The Host will not acquire Intellectual Property Rights in any Production IP or any Developed IP, which will be solely and exclusively owned by Production.

24.4 DEFINITIONS

For the purposes of this clause 24:

(a) “Location Content” means any documents or materials supplied by the Host to Consulting Company under or in connection with this agreement or the Key Agreement Details, including any Intellectual Property Rights attaching to those materials;

(b) “Developed IP” means any materials produced by Production in the course of the Booking including without limitation photographs, videos, recordings, documentation, reports, data, designs, concepts whether in draft or final form, in writing, provided orally, either alone or in conjunction with the Host or others, and any Intellectual Property Rights attaching to those materials

(c) “Production IP” means all materials owned or licensed by Production that is not Developed IP and any Intellectual Property Rights attaching to those materials;

(d) “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement; and

(e) “Purpose” means the purpose of the Booking as set out in the Booking.

25 THIRD PARTY CONTENT

The Platform may contain text, images, data and other content provided by a third party and displayed on the Platform (Third Party Content). Locations Direct accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.

26 THIRD PARTY TERMS

(a) Any service that requires Locations Direct to acquire goods and services supplied by a third party on behalf of the Production (including a third party payment service) may be subject to the terms and conditions of that third party (Third Party Terms), including ‘no refund’ policies.

(b) Users agree to familiarise themselves with any Third Party Terms applicable to any such goods and services and, by instructing Locations Direct to acquire the goods or services on the User’s behalf, the User will be taken to have agreed to such Third Party Terms.

27 DISPUTES BETWEEN USERS

(a) You should direct any complaint relating to another User to that User. Users must take all reasonable steps to resolve any dispute with another User with that User.

(b) If any issue or problem relating to the Platform remains unresolved after directing a complaint to a relevant User, or if the complaint does not relate to another User, you must report it to Locations Direct via the Platform. We will assess the complaint and attempt to quickly and satisfactorily resolve it.

(d) Locations Direct has the option to appoint an independent mediator or arbitrator if needed. The cost of any mediator or arbitrator must be shared equally between each of the parties to the dispute.

(e) Locations Direct reserves the right to hold funds in relation to a dispute until the dispute is resolved by the relevant parties or by a mediator or arbitrator.

(f) If you have a dispute with Locations Direct, you agree to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings.

(g) Notwithstanding any other provision of this clause 27, you or Locations Direct may at any time cancel your Account or discontinue your use of the Platform.

28 SECURITY

Locations Direct does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Platform. You should take your own precautions to ensure that the process you employ to access the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference.

29 DISCLAIMER

(a) (Introduction service) Locations Direct is a medium that facilitates the introduction of Production and Hosts for the purposes of hiring of Locations. Locations Direct simply collects a service fee in consideration for providing this introduction service and does not have any obligations or liabilities to, and is not a party to any contract between, Production and Hosts in relation to such services or otherwise resulting from the introduction.

(b) (Limitation of liability) To the maximum extent permitted by applicable law, Locations Direct excludes completely all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Platform or its use or any services or Locations provided by any Host. This includes the transmission of any computer virus.

(c) (Disclaimer) All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded.

(d) (Indemnity) You agree to indemnify Locations Direct and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives’:

(i) breach of any term of this agreement;

(ii) use of the Platform; or

(iii) your provision or receipt of Location from another User.

(e) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these terms including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.

30 CONFIDENTIALITY

You agree that:

(a) no information owned by Locations Direct, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and

(b) all communications involving the details of other Users on this Platform (including without limitation any Production or Host) are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.

31 PRIVACY

(a) As part of providing the Platform, we will collect and process your personal information in accordance with our Privacy Policy, which can be accessed here <link>.

(b) Each User may share their personal data with other Users for the purpose of making or receiving a Booking. By making this personal information available to other Users, you are making it public (subject to the terms of this agreement).

(c) All Users must comply with the UK General Data Protection Regulations (UK GDPR) and all other privacy laws which shall apply from time to time, in respect of all personal data they obtain or receive in connection with the Platform.

32 TERMINATION

(a) Locations Direct reserves the right to terminate a User’s access to any or all of the Platform (including any listings, memberships or Accounts) at any time without notice, for any reason.

(b) In the event that a User’s Account is terminated:

(i) the User’s access to all posting tools on the Platform will be revoked;

(ii) the User will be unable to view the details of all other Users (including contact details, geographic details, any other personal details and service listings or requests); and

(iii) the User may be unable to view the details of other Hosts (including contact details, geographic details and any other details), and all service listings previously posted by the respective User will also be removed from the Platform.

(c) Users may terminate their Account, and any other membership they hold in connection with the Platform, at any time by using the Platform’s functionality, where such functionality is available. Where such functionality is not available, Locations Direct will effect such termination within a reasonable time after receiving written notice from the User.

(d) Notwithstanding termination or expiry of your Account, this agreement, or any other membership you hold in connection with the Platform, the provisions of Part A and any other provision in this agreement which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.

33 TAX

You are responsible for the collection and remission of all taxes associated with the services you provide or receive or any transactions through your use of the Platform, and Locations Direct will not be held accountable in relation to any transactions between Production and Hosts where tax related misconduct has occurred.

34 RECORD / AUDIT

To the extent permitted by law, Locations Direct reserves the right to keep all records of any and all transactions and communications made through this Platform between you and other Users (including conversations, user posts, job request bids, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving Locations Direct.

35 NOTICES

(a) A notice or other communication to a party under this agreement must be:

(i) in writing and in English; and

(ii) delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or

(ii) when replied to by the other party,

whichever is earlier.

36 GENERAL

36.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

36.2 THIRD PARTY RIGHTS

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

36.3 WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

36.4 SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

36.5 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

36.6 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

36.7 COSTS

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

36.8 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

36.9 INTERPRETATION

(a) (singular and plural) words in the singular includes the plural (and vice versa);

(b) (gender) words indicating a gender includes the corresponding words of any other gender;

(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(d) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

(e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(f) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

(g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;

(i) (includes) the word “includes” and similar words in any form is not a word of limitation; and

(j) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.