Terms and Conditions of Service
Who We Are?
We are Desana Network Limited, a private limited company incorporated in Scotland (registered number SC527495) with its registered office at 27 Ocean Drive, Edinburgh, EH6 6JL trading as "Desana" ( Desana, we, us or our ).
What do we do? We provide an online matching platform (the Desana Platform ) accessed through the internet by way of internet browser or mobile application allowing:- i) Customers to seek out and book Work Space provided by Hosts; ii) for Hosts to list and advertise Work Space that they are making available; iii) to introduce Customers to Hosts and vice versa through the Desana Platform; and iv) to facilitate the booking and payment by Customers to Hosts for the use of Co-working Space through the platform ( Services ).
"Users" are you, the users of the Services, being either a "Host" or a "Customer" as applicable. Other defined terms are set out in clause 12 below.
1. Basis of Contract
1.2 The Contract shall be deemed to be entered into by the User when the User creates an account on the Service and agrees to enter into the Contract on the basis of these Conditions by ticking the box confirming that they have read and accept the Conditions.
1.3 These Conditions apply to the Contract to the exclusion of any other terms that the User seeks to impose or incorporate, or which are implied by trade, custom, practice, purchase order or course of dealing.
1.5 Desana reserves the right to modify these Conditions at any time in accordance with this provision. If we make changes to these Conditions, we will post the revised Conditions on the Desana Platform. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Conditions, you may terminate the Contract with immediate effect. We will inform you about your right to terminate the Contract in the notification email. If you do not terminate the Contract before the date the revised Conditions become effective, your continued access to or use of the Desana Platform will constitute acceptance of the revised Conditions.
2. Supply of the Service
2.1 Desana shall make the Service available to the Users on the basis of these Conditions.
2.2 As the provider of the Desana Platform, Desana does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings. Hosts alone are responsible for their Listings. When Members make or accept a booking, they are entering into a contract directly with each other. Desana is not and does not become a party to or other participant in any contractual relationship between Members, nor is Desana a real estate agent or insurer. Desana is not acting as an agent in any capacity for any Member it is simply introducing a Host to a Customer and vice versa.
3. User's obligations
3.1 Users shall co-operate with Desana in all matters relating to the Service.
3.2 Desana has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings, (ii) the truth or accuracy of any Listing descriptions or Member Content (as defined below), or (iii) the performance or conduct of any Member or third party. Desana does not endorse any Member or Listing.
3.3 If you choose to use the Desana Platform as a Host, your relationship with Desana is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Desana for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Desana.
3.4 Users understand and agree that Desana may, but is not obligated to, monitor or review any Listings posted on the Service. Desana may delete any content within a Listing, in whole or in part, that in its sole discretion violates the Contract or may harm the reputation of the Service or Desana or which could, in Desana's view be detrimental to the operation of the Service.
3.5 By posting a Listing on the Desana Platform, Hosts hereby and irrevocably grant to Desana a worldwide, transferable, sub-licensable, royalty-free, right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, modify and distribute the Content. Such license is for the purpose of operating, developing, providing, promoting, and improving the Service. Hosts warrant that they are the sole legal and beneficial owner of the content in the Listings that they make available on the Service and that the content in the Listings is true and accurate at the time that the Listing is made available on the Service. Hosts hereby indemnify Desana against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Desana arising out of any third party claim in connection with the content in the Listings that Hosts make available on the Service.
3.6 Desana is not acting as an agent for any Host or Customer and has no responsibility for the acts or omissions of any Customer or Host.
3.7 Desana recommends that any Customer obtains confirmation of a Host's insurance cover, policies, guarantees and any other licence or document required for that Host to provide services to the Customer before the Customer enters into a contract with a Host.
3.8 All Hosts shall obtain appropriate insurance when providing the Services and shall be familiar with and understand any exclusions to, any premiums that may apply for, such insurance policy, including, but not limited to, whether or not any insurance policy will cover the actions or inactions of any Customer whilst using the Service.
4. Interaction with Other Users
4.1 Users are solely responsible for their interactions with other Users. Users understand that Desana does not verify the Listings posted by Hosts. Desana makes no representations or warranties as to the conduct of its Users or their ability to provide or receive the services advertised by such Users on the Service.
4.2 Desana is not responsible for the conduct of any User whether such conduct occurs during that User's use of the Service or otherwise. Users agree to take all necessary precautions in all interactions with other Users, particularly if they decide to meet another User in person or if they decide to send money to another User. Users should not provide your financial information (for example your bank account or debit card information) to other Users.
5. Fees and payment
5.1 Desana may charge fees to Users ( User Fees ) in consideration for the use of the Services. More information about when User Fees apply and how they are calculated can be found on our User Fees page.
5.2 Desana may charge fees to Hosts ( Host Fees ) in consideration for the use of the Services. More information about when Host Fees apply and how they are calculated can be found on our Operators page.
6. Intellectual property rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Service other than the content posted by a Host in a Listing shall be owned by Desana.
6.2 Users agree to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any Intellectual Property accessible through the Service.
7. Ratings and Reviews
7.1 Within a certain timeframe after completing a booking, Guests and Hosts may be able to leave a review ( Review ) and submit a rating ( Rating ) about each other. Ratings or Reviews reflect the opinions of individual Members and do not reflect the opinion of Desana. Ratings and Reviews are not verified by Desana for accuracy and may be incorrect or misleading.
7.2 Ratings and Reviews by Guests and Hosts must be accurate and may not contain any offensive or defamatory language.
7.3 Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.
7.4 Ratings and Reviews are part of a Member's profile and may also be processed or otherwise analysed by the Desana Platform.
8. Prohibited Activities
8.1 You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Services. In connection with your use of the Services, you will not and will not assist or enable others to:
breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms or Policies;
use the Desana Platform for any commercial or other purposes that are not expressly permitted by these Conditions or in a manner that falsely implies Desana endorsement, partnership or otherwise misleads others as to your affiliation with Desana;
use the Desana Platform in connection with the distribution of unsolicited commercial messages (spam);
request, accept or make any payment for User Fees or Host Fees outside of the Desana Platform without the prior written consent of Desana. If you do so, you acknowledge and agree that you: (i) would be in breach of these Conditions; (ii) accept all risks and responsibility for such payment, and (iii) hold Desana harmless from any liability for such payment;
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
use, display, mirror or frame the Desana Platform, or any individual element within the Desana Platform, Desana's name, any Desana trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Desana Platform, without Desana's express written consent;
dilute, tarnish or otherwise harm the Desana brand in any way, including through registering and/or using Desana or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Desana domains, trademarks, taglines, promotional campaigns;
use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Desana Platform for any purpose;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Desana or any of Desana's providers or any other third party to protect the Desana Platform;
attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Desana Platform; or
take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Desana Platform.
8.2 Desana may immediately, without notice, terminate any agreement pursuant to these Conditions and/or stop providing access to the Desana Platform if (i) you have materially breached your obligations under these Conditions, or our Policies, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Desana believes in good faith that such action is reasonably necessary to protect the interests of Desana, its Members, or third parties (for example in the case of fraudulent behaviour of a Member).
8.3 If your access to or use of the Desana Platform has been limited or your Desana account has been suspended or this Contract has been terminated by us, you may not register a new Desana account or access and use the Desana Platform through an Desana account of another Member.
9. Limitation of liability
9.1 Desana shall not be liable to Users, whether in contract, delict (including negligence), tort, for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of damage to goodwill;
loss arising (directly or indirectly, wilfully or otherwise) as a result of a Customer's use or actions while attending a Host space;
loss arising (directly or indirectly) out of Hosts' use of third party payment systems; and
any indirect or consequential loss.
9.2 Desana shall not be liable for the deletion or failure to store any content within a Listing. Desana shall not be liable for any losses incurred by Users while the Service is not operational or is suspended.
9.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 and any other laws are, to the fullest extent permitted by law, excluded from the Contract.
9.4 The maximum liability of Desana under this Contract to a User is the sum of £100. This clause 9 shall survive termination of the Contract.
10. Term and Termination
10.1 The Contract will remain in full force and effect while Users use the Service and/or maintain a Desana account. Users may terminate their account at any time, for any reason, by following the instructions in the Service. Desana may terminate or suspend Users' accounts or the provision of the Service at any time in its sole discretion. Upon such termination or suspension, Users will not be entitled to any refunds of fees paid.
11.1 Assignation and other dealings
Desana may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. No other party may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may not subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
11.2 Entire agreement
The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
waive that or any other right or remedy; or
prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.5(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one business day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
11.6 Third parties
No one other than a party to the Contract shall have any right to enforce any of its terms.
11.7 Governing law
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with Scots law.
Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Business Day: a day other than a Saturday, Sunday or public holiday in Scotland when banks in Edinburgh are open for business.
Conditions: these terms and conditions as amended from time to time in accordance with clause 1.5.
Contract: the contract between Desana and the Users consisting of these Conditions.
Co-working Space: where used in these condition may refer to an area of working space within a shared workspace, a desk, desks, enclosed office space, meeting rooms, workshops, laboratories or any other similar arrangement for space which enables a working environment for the relevant customer.
Host: a person (whether an individual or a corporate body) who uses the Service in a commercial capacity by responding to Customer requirements and seeking introductions to Customers.
Customer: a person who uses the Service to post requirements for products and services they want to receive seeking introductions to Hosts who may be able to meet those requirements.
Fees: the fees payable by a Host for the use of the Service in accordance with clause 5.
Desana: Desana Network Limited, a private limited company incorporated in Scotland (registered number SC527495) with its registered office at 27 Ocean Drive, Edinburgh, EH6 6JL trading as "Desana";
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Listing: means a listing posted on the Desana Platform for Co-working Space.
Service: has the meaning given in paragraph 2 of these Conditions;
Users: the users of the Service including Customers and Hosts (as the case may be).
A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
A reference to writing or written includes fax and email.
Last updated: 02/05/2019