DATE OF LAST UPDATE: [9 July 2020]
This Website is owned and operated by SpaceMatch Proprietary Limited.
The following Terms of Service apply to any User of the Website, to the use of the SpaceMatch Services by any SpaceOwner who seeks to list their rental space on the Website and any SpaceUser interested in renting any SpaceListing listed on the Website.
“Acceptable Use Policy” means the Acceptable Use Policy referred to on the Website;
“Collection Account” means any bank account designated as such in terms of the Short-term Rental Agreement, which account shall be controlled by SpaceMatch;
“Content” means any text, graphic, image, music, software, audio, video or other information displayed on, uploaded to or downloaded from the Website;
“Electronic Communication” means any text, voice, audio, sound or image sent or received by or on the Website;
“Introduction“ means the provision by SpaceMatch to the SpaceOwner of the name and/or contact details of a prospective SpaceUser via the Website or any other means and “Introduce”, “Introduces” and “Introduced” shall be interpreted accordingly;
“Services” means the SpaceMatch online platform and marketplace which facilitates the connection of commercial spaces to commercial and retail projects and their proprietors. This may include, amongst other things, connecting and facilitating the entering into of short and long-term rentals between a SpaceOwner and a SpaceUser;
“Short-term Rental Agreement” means an agreement enabled by or facilitated as a result of the Services which purports to regulate the terms and conditions upon which a SpaceOwner allows a SpaceUser to rent, use, licence, or transfer of any property interest in respect of a SpaceListing, whether or not such an agreement is framed as a rental contract or a licensing agreement;
“SpaceListing” means one or more premises owned by, or licensed to, the SpaceOwner (or its affiliates or subsidiaries) and nominated by the SpaceOwner (or its affiliates or subsidiaries) in writing (including via the Website or any other means) to SpaceMatch for the purpose of, amongst others, the provision of the Services;
“SpaceMatch” means SpaceMatch Proprietary Limited, a private company registered in accordance with the laws of the Republic of South Africa, Registration Number: 2019/029675/07 (hereinafter referred to as “SpaceMatch”, “we”, “us” or “our”);
“SpaceOwner” means the owner of a SpaceListing, or party that represents that they are a duly authorised agent of the owner of a SpaceListing, which entitles them to collect payments for the rental of the SpaceListing;
“SpaceUser” means the person Introduced by SpaceMatch to the SpaceOwner and/or named as such in the Short-term Rental Agreement, or the person who, as a matter of fact, occupies the Premises after having been Introduced to the Premises by SpaceMatch;
“User” means any person who accesses or completes the registration process on the Website (and, where applicable, references in these Terms of Service to “you” shall mean the User); and
“Website” means all Content and webpages located at the domain URL: www.spacematch.co.za and/or any related websites under the control of SpaceMatch.
(1) Any reference in these Terms of Service to:
a. “law” is construed as any law including common law, statute, constitution, decree, judgment, treaty, regulation, directive, by-law, order or any other measure of any government, local government, statutory or regulatory body or court, having the force of law;
b. a “person” is construed as a reference to any natural or juristic person, firm, company, corporation, government, state, agency or organ of a state, association, trust or partnership (whether or not having separate legal personality).
(2) Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
(3) The headings do not govern or affect the interpretation of these Terms of Service.
(4) If any provision in a definition confers rights, or imposes obligations on any Party, effect is given to it as a substantive provision of these Terms of Service.
(5) Unless the context indicates otherwise, an expression which denotes any gender includes the others; reference to a natural person includes a juristic person; the singular includes the plural, and the plural includes the singular.
(6) Any number of days prescribed in these Terms of Service excludes the first day and includes the last day and any relevant action or notice may be validly done or given on the last day.
(7) The words “including” and “in particular” are without limitation.
(8) Any reference to legislation is to that legislation as at date of signing hereof, as amended or replaced from time to time.
(9) Any reference to a document or instrument includes the document or instrument as ceded, delegated, novated, altered, supplemented or replaced from time to time.
(10) A reference to a party includes that party’s successors-in-title and permitted assigns.
(11) The rule of interpretation that, in the event of ambiguity, the contract must be interpreted against the party responsible for the drafting of the contract, does not apply.
(12) The termination of these Terms of Service does not affect those of its provisions which expressly provide that they will operate after termination, or which must continue to have effect after termination, or which must by implication continue to have effect after termination.
All Users of the Website must be at least 18 years of age and have the necessary capacity to enter into binding legal agreements which arise from the use of the Services. By continuing to use the Website and/or the Services you represent and warrant that you comply with the necessary eligibility requirements outlined in this clause.
The Website is made available to you to facilitate the connection of SpaceUsers and SpaceOwners. SpaceMatch does not have control over any third-party service providers and makes no representations or warranties about the fitness for purpose of these third party service providers and you may become subject to additional website’s terms and conditions by virtue of your use of this Website.
You are entirely responsible for any taxes, fines, levies, penalties and other costs, including, but not limited to Value Added Tax which may arise as a result of your use of the Services and/or the Website.
You understand and acknowledge that SpaceMatch does not purport to nor is it obliged to provide any professional, financial, commercial or tax advice to you and you are advised to consult a necessary professional or adviser to determine the implications of your use of the Services or the Website.
You undertake to pay any and all amounts, without set off and/or deduction, that become due and payable to SpaceMatch for any reason whatsoever, including the use of the Website and/or the Services as and when such amounts become due and payable.
All deposits, fees, rent, penalties, additional charges and any other fees, costs and expenses payable by a SpaceUser under a Short-term Rental Agreement shall be paid into the Collection Account. Any amounts due to the SpaceOwner shall thereafter be paid by SpaceMatch to the SpaceOwner out of the proceeds of the applicable funds which have been deposited by the SpaceUser into the Collection Account.
Should we be unable to process or fail to process any payment for fees, rent or otherwise due under these Terms of Service, we may request that you make payment by alternative means including direct deposit, electronic funds transfer or bank guaranteed cheque. We are entitled to set-off any amounts due to you against any amounts due to SpaceMatch. You will be responsible for any collection agents, attorney’s charges or recovery costs associated which may become payable as a result of your failure to effect payment to SpaceMatch.
We are entitled to use any legal means to recover the delinquent payments and are further entitled to charge 10% (ten percent) interest, compounded monthly in arrears, per month or portion thereof that the payment remains outstanding.
In the event that any funds become due to a SpaceOwner by a SpaceUser, the SpaceOwner hereby appoints SpaceMatch as its limited collection agent for purposes of collecting any funds outstanding from such SpaceUser on behalf of the SpaceOwner.
The SpaceUser will be charged a service fee (“Service Fee”) upon finalising a booking through the SpaceMatch Website. Any applicable Service Fees (including VAT) will be displayed to a SpaceUser prior to finalising their booking for a space.
The Service Fee will be calculated as 5% (five percent) of the gross rental amount payable to the SpaceOwner (plus any applicable VAT). The Service Fee helps maintain the Website and includes facilitating secured transactions and online legal agreements, developing products and services and securing spaces.
We reserve the right to change the Service Fees at any time, but any such change will be communicated to you before you make a booking. Such fee changes will not affect any bookings made prior to the effective date of the fee change. Service Fees are non-refundable and may be subject to further terms and conditions as contained in the Short-term Rental Agreement which you may enter into with the SpaceOwner.
SpaceMatch shall retain ownership of all originally created Content on the Website. SpaceMatch further retains ownership of all intellectual property, including copyright, patent, trademarks, trade secrets or any other information whether registered or registerable that may be considered the intellectual property of SpaceMatch.
All intellectual property rights subsisting in respect of the Website or the Services belong to SpaceMatch or have been lawfully licensed to SpaceMatch for use in connection with the provision of the Services. All rights under applicable laws are hereby reserved. You are not allowed to upload, post, publish, reproduce, transmit or distribute in any way any component of the website itself or create derivative works with respect thereto, as the website is copyrighted under applicable laws.
You agree that we are free to use, disclose, adopt and modify all and any ideas, concepts, knowhow, proposals, suggestions, comments and other communications and information provided by you to us (Feedback) in connection with the Services and/or your use of the Services without any payment to you. You hereby waive and agree to waive all and any rights and claims for any consideration, fees, royalties, charges and/or other payments in relation to our use, disclosure, adoption and/or modification of any or all of your Feedback.
You retain your rights to any Content you submit, post or display on or through the Services. By submitting, posting or displaying Content on or through the Services, you grant us a non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed).
You agree that this license includes the right for us to provide, promote, and improve the Services and to make Content submitted to or through the Services available to other companies, organizations or individuals who partner with SpaceMatch for the syndication, broadcast, distribution or publication of such Content on other media and services, subject to the terms and conditions regulating the use of such Content.
Such additional uses by SpaceMatch or other companies, organizations or individuals who partner with SpaceMatch may be made with no compensation paid to you with respect to the Content that you submit post, transmit or otherwise make available through the Services.
We may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.
You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other Users and our third-party partners. You understand that your Content may be syndicated, broadcast, distributed, or published by our partners and if you do not have the right to submit Content for such use, it may subject you to liability. SpaceMatch will not be responsible or liable for any use of your Content by SpaceMatch in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.
SpaceMatch makes no warranty that use of the Website will be uninterrupted or error free but agrees to deliver the services under the Agreement with the reasonable care and skill of a competent online service provider.
We are constantly striving to improve the Services and as such, the form and nature of these Services may be changed without prior notice to you or, alternatively, we may stop or suspend the provision of the Services or the operation of the Website and be unable to provide you with prior notice. We make no representations, warranties or guarantees express or implied that the Services or the Website, including any Content, is accurate, error free or complete.
You are responsible for the safekeeping of your login credentials and any actions or activities undertaken by you or under your profile shall be deemed to be your actions unless proved otherwise. You are encouraged to use strong passwords and credentials and not to provide any third party with your login credentials and treat these credentials as confidential. SpaceMatch is not liable for any activity or action on your account, regardless if these actions arose as a result of the loss or compromise of your login credentials.
If you know or suspect that anyone other than you knows your password, you must promptly notify us at firstname.lastname@example.org
The SpaceOwner and SpaceMatch will enter into a comprehensive contract which regulates the nature of the relationship and the respective rights and obligations of the parties thereto. In the event of any conflict between the terms of the agreement and these Terms of Service, the provisions of the agreement shall supersede these terms to the extent of any inconsistency or conflict.
The SpaceOwner assumes responsibility for the legality, accuracy and completeness of the description of all properties and offers posted on the Website. The SpaceOwner warrants to SpaceMatch that all information posted on the Website is legal, accurate and complete and is not injurious to any rights of third parties
SpaceMatch disclaims all liability for the legality, accuracy or completeness of any rental offers or Content posted by the SpaceOwner. The SpaceOwner agrees to indemnify SpaceMatch in respect of any claim brought by any third party in respect of illegal, inaccurate or misleading Content posted by the SpaceOwner on the Website.
SpaceMatch makes no warranty as to any particular result being achieved or obtained, or being achievable or obtainable, from use of the Website and the introduction of any prospective SpaceUser to the SpaceOwner.
SpaceMatch makes no warranty as to any particular result being achieved or obtained, or being achievable or obtainable, from use of the Website and the introduction of any prospective Space User to the SpaceOwner.
When a suitable property has been identified on the Website an enquiry will be submitted by you, the SpaceUser, to the SpaceOwner via the Website. The SpaceOwner will then promptly respond, either accepting your offer or declining it. If the offer is accepted you will arrange a site visit with the SpaceOwner via the Website. If the site and the terms are acceptable to you, you will enter into an agreement with the SpaceOwner either on the SpaceMatch default short-term rental agreement or a specific agreement with terms advised by the SpaceOwner.
SpaceUsers agree that they shall not make rental payments in respect of properties they have found on the Website directly to the SpaceOwners, unless otherwise advised in writing by SpaceMatch to do so.
SpaceUsers are responsible for their own insurance and if in any doubt about what insurance is required they should consult their own insurers or insurance brokers.
SpaceUsers are responsible for satisfying themselves that a listed property fits their requirements, both as regards the specific features and facilities at the property and as regards the condition and location. SpaceMatch does not warrant or represent that properties listed by SpaceOwners are of suitable condition to be let or that SpaceOwners have the right to enter into Short-term Rental Agreements in respect of the properties listed and to receive rental payments in respect of the properties. SpaceOwners are responsible for the legality, accuracy and completeness of the description of all properties and related terms posted on the Website.
Offers for properties listed on the Website are made solely by the SpaceOwner and are accepted solely by the SpaceUser. SpaceMatch does not make or accept any offers, either in its own capacity or on behalf of either the SpaceOwner or the SpaceUser or any other party, notwithstanding that SpaceMatch facilitates the conclusion of a Short-term Rental Agreement on the Website.
SpaceMatch is not a party to any Short-term Rental Agreement, nor a party to the negotiation of any Short-term Rental Agreement, and does not fulfil any obligations derived from the contractual relationship between the SpaceOwner and the SpaceUser, but it may be a third party beneficiary to the Short-term Rental Agreement concluded by and between the SpaceOwner and the SpaceUser. SpaceMatch disclaims all liability arising from or related to any agreement entered into by and between a SpaceUser and a SpaceOwner to the fullest extent permitted by law.
SpaceMatch disclaims all liability arising from or related to any such transactions to the fullest extent permitted by law.
You agree to release, defend, indemnify and hold SpaceMatch, our officers, directors, employees, affiliates, agents and representatives harmless from and against any claims, liabilities, damages, actions, costs and expenses (including without limitation reasonable legal fees and litigation expenses), in connection with or arising out of your breach of any of these Terms of Service and/or your use of our Website and/or Service. We may, if necessary, participate in the defence of any claim or action and any negotiations for settlement. No settlement, which may adversely affect our rights or obligations, shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you, to assume exclusive defence and control of any claim or action.
The illegality, invalidity or unenforceability of any provision of these Terms of Service under the law of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction nor the legality, validity or enforceability of any other provision.
If there are two or more persons adhering to these Terms of Service as User, their liability under the Terms of Service is joint and several, and their rights are joint.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
You may not assign or transfer these Terms, by operation of law or otherwise, without SpaceMatch’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. SpaceMatch may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
The Terms of Service will continue to apply until terminated by either you or us as follows in our discretion and without liability to you, with or without cause, with or without prior notice and at any time.
You may end your agreement with us at any time for any reason by deactivating your accounts and discontinuing your use of the Services, save that you may not attempt to deactivate your account or terminate these Terms of Services whilst you are a party to an existing Short-term Rental Agreement. These Terms of Service will continue to apply for the duration of any Short-term Rental Agreement to which you remain a party. You do not need to specifically inform us when you stop using the Services.
We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms of Service or (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account. In all such cases, any provision of these Terms of Service that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.
Nothing in this section shall affect our rights to change, limit or stop the provision of the Services without prior notice. Please note that if your SpaceMatch Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Website, including, but not limited to, any reviews or Feedback. If you or we terminate these Terms of Service, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
Any dispute or cause of action arising out of or in relation to these Terms of Service shall be governed by and be determined in accordance with the laws of general application in the Republic of South Africa.
By using the Website and/or the services, you agree to having any dispute or cause of action arising as a result of the performance, partial or non-performance, of any obligations, howsoever arising shall be determined in by way of arbitration. All disputes shall be referred to and finally resolved by arbitration under the rules of Arbitration Foundation of South Africa (AFSA), which rules are deemed to be incorporated by reference into these Terms of Service.
The arbitral tribunal shall consist of one arbitrator who shall either be a retired judge of the High Court of South Africa or a practicing attorney of at least 15 (fifteen) years standing as such, agreed upon between the User and SpaceMatch, provided that should the Parties fail to agree on an arbitrator within 5 (five) business days after the dispute is referred to arbitration the arbitrator shall, at the written request of either the User or SpaceMatch, be appointed by the President for the time being of AFSA or its successor. The seat, or legal place, and the place in which proceedings will be held, shall be in Johannesburg.
The parties to the arbitration irrevocably submit and agree to submit to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Local Division, Johannesburg to support and assist (but not to interfere with) the arbitration process including if necessary any remedies and waivers granting urgent or interlocutory relief pending the outcome of that process.
These SpaceMatch Terms of Service shall not confer any rights or remedies upon any third party person or entity other than the parties and no User may use or purport to use the Services or the Website on behalf of an undisclosed principal.
Unless provided otherwise by law, any notices or other communications referred or required in these Terms of Service, shall be in writing and given by SpaceMatch (i) via email to the email address provided to us (the date of receipt being deemed to be the date on which such email was transmitted) or (ii) by online post to the Website.
If you choose to use the service or access the website, you do so at your sole risk. You acknowledge and agree that SpaceMatch does not have an obligation to conduct background checks on any user, including, but not limited to, SpaceUsers, SpaceOwners, but may conduct such background checks in its sole discretion. The services, website and its content are provided “as is”, without warranty of any kind, either express or implied. Without limiting the foregoing SpaceMatch explicitly disclaims any warranties of merchantability, fitness for a particular purpose, or non-infringement, and any warranties arising out of course of dealing or usage of trade. SpaceMatch makes no warranty that the services, content, including, but not limited to, the SpaceListing, will meet your requirements or be available on an uninterrupted, secure, or error-free basis. SpaceMatch makes no warranty regarding the quality of any SpaceListing, premises, the services or content or the accuracy, timeliness, truthfulness, completeness or reliability of any content obtained through the service and/or accessed through the website.
No advice or information, whether oral or written, obtained from SpaceMatch or through the service or website, will create any warranty not expressly made herein.
You are solely responsible for all of your communications and interactions with other users of the service and with other persons with whom you communicate or interact as a result of your use of the service, including, but not limited to, any SpaceOwners or SpaceUsers. You understand that SpaceMatch does not make any attempt to verify the statements of users of the website, the service or to review or inspect any commercial spaces.
SpaceMatch makes no representations or warranties as to the conduct of users of the site, service or their compatibility with any current or future users of the website or service.
You agree to take reasonable precautions in all communications and interactions with other users of the website, service and with other persons with whom you communicate or interact as a result of your use of the website or service, including, but not limited to, SpaceUsers, and SpaceOwners, particularly if you decide to meet offline or in person regardless of whether such meetings are organized by SpaceMatch.
Notwithstanding SpaceMatch’s appointment as the limited collection agent of the SpaceOwners for the purpose of accepting payments from SpaceUsers on behalf of the SpaceOwners, SpaceMatch explicitly disclaims all liability for any act or omission of any SpaceUsers or other third party.
To the maximum extent permitted by law, you acknowledge and agree that, neither SpaceMatch, its officers, directors, affiliates, agents and representatives, nor any other party involved with the website and/or the services, shall be liable for any incidental, special or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these terms of service, from the use of or inability to use the website or services or content, from any communications, interactions or meetings with other users of the site or services or other persons with whom you communicate or interact as a result of your use of the website or services, or from your SpaceListing or rental contract entered into via or as a result of your use of the website or services, whether based on warranty, contract, delict (tort) (including negligence), product liability or any other legal theory.
In no event will SpaceMatch's aggregate liability arising out of or in connection with these terms and your use of the website and/or services including, but not limited to, from your SpaceListing or rental contract of any premises via the website or services or from the use of or inability to use the website and/or services, exceed the amounts you have paid or owe in fees as a result of your use of the website and/or services, in the twelve (12) month period prior to the event giving rise to said potential liability, or as the case may be the amounts paid by SpaceMatch to you in the twelve (12) month period prior to the event giving rise to the liability. The limitations of damages set forth above are material conditions of the agreement permitting your use of the website and/or services.
If you have any questions, requests or inquiries on or related to these Terms of Service, please contact SpaceMatch at email@example.com.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Service (“Feedback”). You may submit Feedback by emailing us at firstname.lastname@example.org. You acknowledge and agree that all Feedback will be the sole and exclusive property of SpaceMatch and you hereby irrevocably assign to SpaceMatch and agree to irrevocably assign to SpaceMatch all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein.