Terms and Conditions
1. Introduction
Watch These Spaces Limited ("Watch These Spaces," "us," "we," or "our") operates watchthesespaces.com (the "Site") and provides a service (the "Service") that connects organisations seeking to promote their brand, product, service, or campaign ("Advertisers") on branded takeaway cups in cafés and other venues ("Hosts"). Advertisers benefit by reaching potential customers through the Hosts, while Hosts benefit by receiving branded takeaway cups and a variable fee intended solely to cover the cost of supplying a specified number of free coffees to their customers.
These Terms and Conditions ("Terms") govern your use of our Site and Service. By accessing or using the Site or Service, you agree to be bound by these Terms, which constitute a legally binding agreement between you and Watch These Spaces Limited. Please read these Terms carefully before using the Site or Service. If you do not agree to these Terms, you may not use the Site or our Services.
2. Definitions
In these Terms and Conditions, the following terms shall have the meanings specified below:
- "Site" refers to watchthesespaces.com, which is operated by Watch These Spaces Limited.
- "Service" refers to the platform and related services, both physical and virtual, provided by Watch These Spaces Limited.
- "Advertiser" refers to an organisation that engages Watch These Spaces Limited to promote its brand, product, service, or campaign by supplying designs to be printed on Branded Takeaway Cups.
- "Host" refers to a café or other venue that agrees to distribute Branded Takeaway Cups by serving beverages in them and to supply a specified number of free coffees to customers, for which it receives a cost-coverage fee.
- "User" or "Users" refers to any individual accessing or using the Site or Service on behalf of an Advertiser or Host. Within these Terms, the phrase "you" or "your" refers to either a User or the organisation that they represent.
- "Branded Takeaway Cup(s)" refers to beverage cups produced, printed, and distributed by Watch These Spaces Limited, displaying an Advertiser's supplied designs.
- "Campaign" refers to the agreement between an Advertiser and Watch These Spaces Limited, under which Branded Takeaway Cups are produced and distributed to one or more Hosts, and free coffees are supplied to customers at a specified volume.
3. Intellectual Property Rights
Ownership. All content on the Site and the Service owned by us or our content suppliers, including but not limited to text, images, graphics, logos, and software, is protected by international copyright, trademark, and other intellectual property laws. Users may not use, reproduce, modify, distribute, or create derivative works based on this content without the express written permission of the respective owner. Any third-party content displayed on the Site is the property of its respective owners and is subject to their copyright and intellectual property rights.
Advertiser Intellectual Property. Advertisers represent and warrant that they own or have the necessary licences, rights, and permissions to use and authorise us to use all trademarks, copyrights, or other proprietary rights in the designs they provide ("Designs"). By submitting Designs to us, Advertisers grant Watch These Spaces Limited a non-exclusive, worldwide, royalty-free licence to reproduce, print, distribute, and display the Designs on Branded Takeaway Cups and in any related materials necessary to fulfil a Campaign.
Third-Party Intellectual Property. We respect the intellectual property rights of others and expect Users to do the same. If a User believes that their intellectual property rights have been infringed upon in connection with the Site or Service, they should notify us and provide the necessary information to investigate and address the issue.
4. Advertiser Eligibility
Only organisations that can be verified are eligible to act as Advertisers. Any User interacting with the Service on behalf of an organisation must have verifiable authority to do so. Verification will be conducted according to our internal Know Your Customer (KYC) procedures.
You may not use the Service as an Advertiser if you, your affiliates, or your Campaigns involve, promote, or are associated with:
- Illegal products or services.
- Products or services that encourage, promote, or celebrate violence, physical harm, or offensive behaviour to persons or property.
- Products or services that infringe on intellectual property rights.
- Products or services that are unfair, predatory, or deceptive.
- Adult products or services.
- Political products or services, including but not limited to campaign services.
- Certain legal services, such as bail bonds and bankruptcy attorney services.
- Gambling, get-rich-quick schemes, or cryptocurrency.
- Firearms, explosives, or other dangerous products or services.
- Any other products, services, or content that we reasonably deem to present a reputational risk to us, to any Advertiser, or to any Host.
We reserve the right to reject, suspend, or remove any Advertiser, User, or Campaign at our sole discretion, including where we believe the Advertiser's activities may damage our reputation, the reputation of our Hosts, or the integrity of the Service.
5. Advertiser Responsibilities
As an Advertiser, you are responsible for providing accurate and complete information to us when engaging our Service and throughout the duration of any Campaign. This may include, but is not limited to, your organisation's name, address, contact details, and payment information. You must also comply with our internal Know Your Customer (KYC) procedures, which may involve submitting documentation to verify the identity of your organisation and its authorised representatives. If you provide false, inaccurate, or incomplete information, we reserve the right to refuse to enter into, or to terminate, a Campaign without notice.
You are required to comply with all applicable laws and regulations in your use of the Service, including, without limitation, advertising and marketing laws, data protection laws, consumer protection laws, and intellectual property laws.
You agree not to engage in any activity that directly or indirectly undermines our Service, including, without limitation, attempting to bypass our Service by soliciting Hosts directly to distribute Branded Takeaway Cups or otherwise transact with them outside of the Service. Engaging in such activities may result in the termination of your Campaign and legal action.
Any harassment, threatening, abusive, or coercive behaviour by an Advertiser or its representatives, whether physical or online, towards our staff, Hosts, or other Advertisers will result in immediate termination of the relevant Campaign without notice.
We reserve the right to take legal action against any Advertiser who violates applicable laws, these Terms, or any other policy, and to disclose any information necessary to comply with applicable laws, regulations, or legal processes.
6. Ad Host Eligibility
Only UK-based organisations that can be verified are eligible to act as Hosts. Any representative engaging with us on behalf of a Host must have verifiable authority to do so. Verification will be conducted according to our internal Know Your Customer (KYC) procedures.
You may not use the Service as a Host if you, your affiliates, or your venue are associated with, promote, or provide:
- Illegal products or services.
- Products or services that encourage, promote, or celebrate violence, physical harm, or offensive behaviour to persons or property.
- Products or services that infringe on intellectual property rights.
- Products or services that are unfair, predatory, or deceptive.
- Adult products or services.
- Political products or services, including but not limited to campaign services.
- Certain legal services, such as bail bonds and bankruptcy attorney services.
- Gambling, get-rich-quick schemes, or cryptocurrency.
- Firearms, explosives, or other dangerous products or services.
- Any other products, services, or activities that we reasonably deem to present a reputational risk to us, to any Advertiser, or to any Host.
We reserve the right to deny or terminate participation as a Host if we believe that your organisation does not provide readily accessible products or services to the general public, or if your premises are, in our reasonable opinion, not suited to the distribution of Branded Takeaway Cups or otherwise inconsistent with the objectives of the Service.
7. Ad Host Responsibilities
As a Host, you are responsible for providing accurate and complete information to us when engaging our Service and throughout the duration of any Campaign. This may include, but is not limited to, your organisation's name, address, contact details, and payment information. You must also comply with our internal Know Your Customer (KYC) procedures, which may involve submitting documentation to verify the identity of your organisation and its authorised representatives. If you provide false, inaccurate, or incomplete information, we reserve the right to refuse to enter into, or to terminate, a Campaign without notice.
You must comply with all applicable laws and regulations in your use of the Service, including, without limitation, advertising and marketing laws, health and safety laws, data protection laws, and consumer protection laws.
As a Host, you agree:
- to use Branded Takeaway Cups only for the purpose of serving beverages at your premises;
- to supply the agreed number of free coffees to customers in accordance with the relevant Campaign; and
- not to alter, obscure, or misrepresent any branding, designs, or messaging displayed on the Branded Takeaway Cups.
Any harassment, threatening, abusive, or coercive behaviour by a Host or its representatives, whether physical or online, towards our staff, Advertisers, or other Hosts will result in immediate termination of the relevant Campaign without notice.
We reserve the right to take legal action against any Host who violates applicable laws, these Terms, or any other policy, and to disclose any information necessary to comply with applicable laws, regulations, or legal processes.
8. Campaign Process
We strive to make the advertising experience as seamless and straightforward as possible for Advertisers.
Submitting Designs. As an Advertiser, you must supply us with the designs you wish to use for a Campaign. Designs must meet our specified format, resolution, and dimension requirements in order to be printed to a sufficient standard of quality. We reserve the right to reject any Design that does not meet these requirements, infringes intellectual property rights, or is otherwise unsuitable for use.
Campaign Confirmation. Once a Design has been approved and the relevant fees have been paid, your Campaign will be confirmed. At this point, we will produce and distribute the agreed quantity of Branded Takeaway Cups to one or more Hosts of your choice, to be used during the Campaign period.
Distribution and Use. We will arrange for the production and delivery of Branded Takeaway Cups to Hosts. Hosts will serve beverages in the Branded Takeaway Cups and will supply the agreed number of free coffees to their customers. While we will use reasonable efforts to meet the agreed schedule, we cannot guarantee that Branded Takeaway Cups will be in use on any specific date.
Overruns and Shortfalls. In the event that fewer Branded Takeaway Cups are distributed than agreed, this will be treated as a Campaign amendment, and the Advertiser may be entitled to a partial refund (see Cancellations and Amendments section). If more Branded Takeaway Cups are distributed than agreed, no additional charge will be levied on the Advertiser.
9. Hosting
We strive to make the hosting experience as seamless and straightforward as possible for Hosts.
Onboarding. During the onboarding process, we will agree the terms on which your organisation will participate as a Host. This may include the number of Branded Takeaway Cups to be distributed at your premises and the number of free coffees to be supplied to customers.
Cup Distribution. We will arrange for the production and delivery of Branded Takeaway Cups to you. As a Host, you agree to serve beverages in the Branded Takeaway Cups and to supply the agreed number of free coffees to customers in accordance with the relevant Campaign.
Use of Cups. Branded Takeaway Cups must be used solely for the purpose of serving beverages at your premises. You must not alter, obscure, or misrepresent any branding, designs, or messaging displayed on the Branded Takeaway Cups.
Quality Control. To maintain the highest standards of service for all parties involved, we may conduct occasional quality control checks to ensure that Branded Takeaway Cups are being used as agreed. Your cooperation in maintaining and upholding these standards is essential to maintain trust within the community of Advertisers and Hosts.
Substitution or Withdrawal. If, for any reason, you are unable to fulfil your obligations as a Host during a Campaign, you must notify us immediately. Withdrawal during a Campaign period will be considered a cancellation and may result in a reduction or withholding of the cost-coverage fee (see Cancellations and Amendments section for more information).
Payment. The cost-coverage fee payable to you as a Host will be determined at the time a Campaign is confirmed. In circumstances such as, but not limited to, cancellations or amendments, we reserve the right to adjust the payment amount or schedule.
10. Payments and Billing
Advertiser Payments. Advertisers agree to pay the fees associated with each Campaign, as communicated by us at the time of confirmation. Payments must be made in accordance with the payment methods and terms specified by us. By making a payment, the Advertiser represents and warrants that its authorised representative has the authority to use the chosen payment method and to make the payment on behalf of the Advertiser.
Payment Processing. We use third-party payment processors to handle payment transactions. By using the Service, Advertisers agree to be bound by the terms and conditions of the applicable payment processor, in addition to these Terms and Conditions. We are not responsible for any issues or liabilities that arise from the use of third-party payment processors.
Payments to Hosts. We operate a self-billing arrangement for payments to Hosts. By becoming a Host, you agree to enter into a self-billing agreement with us in compliance with HMRC regulations. Under this arrangement, we will issue invoices to ourselves on your behalf for the agreed cost-coverage fees. The self-billing agreement will remain valid for a specified period (typically one year) and will be subject to renewal. As a Host, you are responsible for:
- providing us with accurate and up-to-date VAT registration details (if applicable);
- accounting for and paying any VAT output to HMRC; and
- providing the bank account details into which you wish payments to be made.
Refunds and Adjustments. In some circumstances, including but not limited to cancellations or amendments to a Campaign, Advertisers and/or Hosts may be entitled to receive full or partial refunds or additional payments. We reserve the right to determine the method, amount, and timeline for refunds and additional payments, as set out in the Cancellations and Amendments section.
11. Cancellations and Amendments
Cancellation by Advertiser.
- If an Advertiser cancels a Campaign before production of the Branded Takeaway Cups has commenced, they will be refunded the total amount paid.
- If an Advertiser cancels a Campaign after production has commenced but before distribution, they may receive a partial refund at our discretion, reflecting costs already incurred.
- If an Advertiser cancels a Campaign after distribution has begun, no refund will be issued.
Cancellation by Host.
- If a Host withdraws from a Campaign before receiving Branded Takeaway Cups, the Advertiser will be refunded in full. The Host will receive no payment or compensation and may be removed from the Service for causing disruption.
- If a Host withdraws after receiving Branded Takeaway Cups, the Advertiser may receive a partial refund. The Host will receive no further payment or compensation and may be removed from the Service for causing disruption.
Cancellation by Us.
We reserve the right to cancel a Campaign under extenuating circumstances. Refunds (full or partial) and any adjustments to Host payments will be determined by us on a case-by-case basis.
Amendments by Advertiser.
- If an Advertiser amends a Campaign before production of the Branded Takeaway Cups has commenced, they will be charged or refunded the difference in fees. We may levy an amendment fee at our discretion.
- If an Advertiser amends a Campaign after production has commenced, no refund will be issued for reductions in volume or duration, but additional charges may apply for increases.
Amendments by Us.
We reserve the right to amend a Campaign under extenuating circumstances, including reallocating Branded Takeaway Cups to different Hosts where necessary. Refunds (full, partial, or pro-rata), additional charges, and any adjustments to Host payments will be determined by us on a case-by-case basis.
Notice of Cancellations or Amendments.
Any cancellation or amendment must be made by notifying us directly. Cancellations or amendments made directly between Advertisers and Hosts will not be considered valid.
12. Limitation of Liability
To the maximum extent permitted by law, in no event shall we, our directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, data, use, goodwill, or other intangible losses, resulting from or in connection with the Site, the Service, or any Campaign.
Cup Liability. We shall not be held responsible or liable for any injury, damage, or loss caused by Branded Takeaway Cups, including without limitation any use, misuse, spill, defect, or waste disposal, whether occurring at a Host's premises or elsewhere. Hosts acknowledge and agree that they are responsible for ensuring that Branded Takeaway Cups are used safely and appropriately when serving beverages to their customers.
Advertiser Content Liability. We shall not be held responsible or liable for any legal issues, disputes, or reputational damage that may arise from the content of the Designs provided by Advertisers. Advertisers are solely responsible for the content they submit. We reserve the right to reject Designs, but this does not relieve Advertisers of their responsibility for ensuring that their Designs comply with applicable laws, do not infringe third-party rights, and are not otherwise harmful or inappropriate.
Host Reputational Risk. We shall not be held responsible or liable for any negative publicity, reputational damage, adverse press coverage, or customer feedback received by a Host in connection with or arising from its participation in a Campaign. Hosts acknowledge that by participating in a Campaign they assume the risk of potential reputational impacts associated with the Advertiser's brand, product, service, or campaign.
External Factors. We shall not be held liable for any damage, loss, or failure of performance caused by external factors beyond our control, including without limitation supply chain disruptions, delivery failures, strikes, accidents, weather events, or other force majeure events.
Liability Cap. Notwithstanding anything to the contrary in these Terms, our total aggregate liability to you for any and all claims, whether in contract, tort (including negligence), or otherwise, arising out of or in connection with the Site, the Service, or any Campaign shall not exceed the total amount paid by you to us in respect of the Campaign giving rise to the claim.
Carve-Outs. Nothing in these Terms shall exclude or limit our liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot lawfully be excluded or limited.
The limitations of liability set forth herein are fundamental elements of the basis of the agreement between Watch These Spaces Limited and you. We would not be able to provide the Site and Service on an economic basis without such limitations. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, and in such jurisdictions, our liability shall be limited to the greatest extent permitted by law.
By using the Site and Service, you acknowledge and agree to these limitations of liability and agree to indemnify and hold harmless Watch These Spaces Limited, its directors, employees, partners, agents, suppliers, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of your use of the Service, your participation in any Campaign, or any breach of these Terms and Conditions.
13. Indemnification
You agree to indemnify, defend, and hold harmless Watch These Spaces Limited, its officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, losses, liabilities, expenses, damages, and costs (including reasonable legal fees) arising out of or related to:
- your breach of these Terms and Conditions, policies, or guidelines set forth by us;
- any infringement of third-party intellectual property rights, including copyright, trademark, or other proprietary rights, resulting from the content of the Designs you submit;
- any misrepresentation, fraud, or false information provided by you in connection with your participation in a Campaign;
- any legal claims or disputes arising from the content of the Designs you submit, including defamation, invasion of privacy, false advertising, or any other claim related to the Designs;
- any property damage, reputational damage, or personal injury claims arising from your use, misuse, distribution, or handling of Branded Takeaway Cups in connection with a Campaign; and
- your violation of any applicable local, national, or international laws, rules, or regulations related to your participation in the Service, the content of your Designs, or your use of Branded Takeaway Cups.
You agree to cooperate fully with us in the defence of any claim that is subject to your obligations under this section. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and you shall not settle any such matter without our prior written consent.
14. Dispute Resolution
In the event of any dispute, disagreement, or claim arising out of or relating to these Terms and Conditions, the parties shall first make a good faith effort to resolve the matter amicably through communication and negotiation.
If the parties are unable to resolve the dispute informally, they agree to consider engaging in mediation. Mediation is a voluntary process in which a neutral third party assists the parties in reaching a mutually acceptable resolution. The mediator does not decide the outcome but facilitates communication to help the parties find a solution.
If the parties cannot resolve the dispute through negotiation or mediation, either party may propose that the matter be referred to arbitration. Arbitration, if agreed, shall be conducted in accordance with the rules of a recognised arbitration institution in England and Wales, in the English language. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
Nothing in this section shall prevent either party from seeking injunctive relief or other equitable remedies from the courts of England and Wales, pending the outcome of any alternative dispute resolution process.
The courts of England and Wales shall have exclusive jurisdiction over any dispute that is not resolved through alternative dispute resolution, and these Terms shall be governed by and construed in accordance with the laws of England and Wales.
15. Governing Law
These Terms and Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or their subject matter or formation.
16. Changes to the Terms and Conditions
We may revise these Terms and Conditions from time to time. Any changes will take effect when the revised Terms are posted on our Site, unless otherwise stated.
If we make material changes, we will use reasonable efforts to provide notice in advance (for example, by posting a notice on the Site). What constitutes a material change will be determined by us acting reasonably and in good faith.
By continuing to use the Site or the Service after any revised Terms take effect, you agree to be bound by the updated Terms. If you do not agree to the revised Terms, you must stop using the Site and the Service.
17. Miscellaneous
Entire Agreement: These Terms and Conditions, together with any other documents referenced herein, constitute the entire agreement between you and Watch These Spaces Limited, and supersede any prior agreements, understandings, or representations, whether written or oral, relating to the subject matter of these Terms and Conditions.
Severability: If any provision of these Terms and Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms and Conditions will otherwise remain in full force and effect.
Waiver: Our failure to enforce any right or provision of these Terms and Conditions will not be deemed a waiver of such right or provision.
Assignment: You may not assign, delegate, or transfer your rights and obligations under these Terms and Conditions without our prior written consent. We may assign or transfer our rights and obligations under these Terms and Conditions without restriction.
18. Contact Information
If you have any questions or concerns regarding these Terms and Conditions, please contact us at enquiries@watchthesespaces.com
We encourage you to reach out to us with any inquiries, feedback, or issues you may have. We're committed to providing excellent customer service and resolving any concerns you might have.