Terms and Conditions

1.1 These Terms and Conditions ("Terms") govern your use of the website spaceowner.in ("Website") and the services provided by SpaceOwner ("Company," "we," "us," or "our"), having its registered office in Mumbai, India.

1.2 By accessing or using our Website and services, you ("Client," "User," or "you") agree to be bound by these Terms. If you do not agree, please do not use our services.

1.3 SpaceOwner is a digital platform and intermediary that connects businesses seeking storage solutions with independent, third-party warehouse partners. SpaceOwner does not own, operate, or control any warehouse facility and does not itself provide warehousing, storage, or logistics services.

2.1 "Client" means any business or individual using the SpaceOwner platform to seek storage solutions.

2.2 "Warehouse Partner" means an independent, third-party entity listed on the SpaceOwner platform that has agreed to provide storage solutions to Clients. This entity may be a lessee, sub-lessee, or authorized representative of the Actual Owner.

2.3 "Actual Owner" or "Lessor" means the person or entity that holds valid title, ownership, or leasing rights over the warehouse facility.

2.4 "Contracting Entity" means the entity suggested by SpaceOwner with whom the Client enters into the final Storage Agreement. This may be the Warehouse Partner, the Actual Owner, or any other entity as indicated.

2.5 "Goods" means the products, cargo, or materials that the Client wishes to store, including but not limited to general cargo, bulk, reefer, chemical, and dangerous goods.

2.6 "Platform" means the SpaceOwner website and any associated digital tools or interfaces.

2.7 "Quote" means the estimated price and terms provided by a Warehouse Partner for storing the Client's Goods.

2.8 "Storage Agreement" means the direct contract entered into between the Client and the Contracting Entity for the storage of Goods. SpaceOwner is not a party to this agreement.

2.9 "Personal Data" means any information about an identified or identifiable natural person, as defined under the Digital Personal Data Protection Act, 2023.

2.10 "Data Fiduciary" means any person who alone or in conjunction with other persons determines the purpose and means of processing of personal data, as defined under the Digital Personal Data Protection Act, 2023.

2.11 "Data Principal" means the individual to whom the personal data relates, as defined under the Digital Personal Data Protection Act, 2023.

3.1 SpaceOwner acts solely as a technology platform and facilitator that:

a. Collects information about the Client's storage requirements.

b. Connects the Client with verified Warehouse Partners.

c. Facilitates the quoting process.

d. Suggests the appropriate Contracting Entity, which may be the Warehouse Partner, the Actual Owner, or another entity.

3.2 SpaceOwner is not:

a. A warehouseman, bailee, carrier, or storage provider.

b. A party to any Storage Agreement between the Client and the Contracting Entity.

c. An insurer of the Client's Goods.

d. A guarantor of the Warehouse Partner's performance, compliance, financial standing, or legal authority to lease or sub-lease the warehouse.

e. A guarantor of the validity of any lease or sub-lease held by the Warehouse Partner.

3.3 No bailment, as defined under the Indian Contract Act, 1872, is created between SpaceOwner and the Client at any time. The bailment, if any, is strictly between the Client and the Contracting Entity.

4.1 SpaceOwner connects Clients with Warehouse Partners who have been pre-verified on our platform.

4.2 The Client acknowledges and agrees that:

a. The Warehouse Partner may not be the actual owner of the warehouse facility. The Warehouse Partner may be a lessee, sub-lessee, or authorized representative of the Actual Owner of the property.

b. The final Storage Agreement, Lease Agreement, or any contractual arrangement for the storage of Goods shall be directly between the Client and the Contracting Entity suggested by SpaceOwner, which may be the Warehouse Partner, the Actual Owner, or any other entity as indicated.

c. SpaceOwner is not a party to any Storage Agreement, Lease Agreement, or contract entered into between the Client and the Contracting Entity.

d. SpaceOwner does not guarantee the validity, legality, or enforceability of any lease, sub-lease, or license held by the Warehouse Partner.

e. SpaceOwner does not warrant that the Warehouse Partner has valid title, ownership, or leasing rights over the warehouse facility.

f. SpaceOwner does not assume any liability arising from disputes between the Warehouse Partner and the Actual Owner, or between the Client and any other party.

g. SpaceOwner merely suggests the Contracting Entity based on the information available. The Client is free to choose their own Contracting Entity and is not obligated to use the entity suggested by SpaceOwner.

4.3 It is the sole responsibility of the Client to:

a. Verify the legal status, ownership, leasing rights, and authority of the Contracting Entity before entering into any agreement.

b. Conduct due diligence on the Warehouse Partner's authority to sub-lease or grant storage rights.

c. Seek independent legal advice before signing any Storage Agreement, Lease Agreement, or related contract.

4.4 Illustrative Example

SpaceOwner introduces Client X to Warehouse Partner Y. Warehouse Partner Y is a lessee of the warehouse facility owned by Owner Z. SpaceOwner suggests that Client X enters into a Storage Agreement with Owner Z or Warehouse Partner Y, as the case may be.

If Owner Z terminates the lease of Warehouse Partner Y, or if the Storage Agreement is disputed, or if Owner Z claims that Warehouse Partner Y had no authority to sub-lease, SpaceOwner shall not be liable for any loss, damage, or claim arising from such dispute. The dispute is strictly between Client X, Warehouse Partner Y, and Owner Z.

4.5 The Client agrees to indemnify and hold SpaceOwner harmless from any claims, losses, or damages arising from:

a. Any dispute between the Client, the Warehouse Partner, and the Actual Owner.

b. Any invalidity or termination of the Warehouse Partner's lease, sub-lease, or license.

c. Any claim by the Actual Owner against the Client for trespass, unauthorized occupation, or any other reason.

d. Any claim that the Contracting Entity lacked authority to enter into the Storage Agreement.

5.1 The tagline "Compliance built into every square foot" and any other marketing slogans, promotional content, or visual representations displayed on the SpaceOwner platform are aspirational marketing statements intended for branding and promotional purposes only.

5.2 These marketing statements do not constitute:

a. A guarantee, warranty, or representation regarding the actual compliance, safety, or suitability of any Warehouse Partner, Actual Owner, or facility.

b. A promise that SpaceOwner has independently audited, inspected, or certified any Warehouse Partner's compliance or legal authority.

c. A representation that SpaceOwner assumes any liability for the compliance or non-compliance of any Warehouse Partner, Actual Owner, or Contracting Entity.

5.3 Clients acknowledge and agree that:

a. It is the sole and exclusive responsibility of the Client to independently verify the compliance, certifications, licenses, safety standards, ownership, leasing rights, and suitability of any Warehouse Partner, Actual Owner, or Contracting Entity before storing Goods with them.

b. SpaceOwner provides a pre-verification check on Warehouse Partners as a value-added service, but this is not exhaustive and does not replace the Client's independent due diligence.

c. Reliance on any marketing content, including the tagline, is at the Client's own risk.

6.1 The Client acknowledges that they are in the best position to know their Goods, storage requirements, and legal obligations. Therefore, the Client has the sole responsibility to:

a. Disclose Accurately

Provide complete, accurate, and truthful information about the nature, quantity, classification, hazards, and special requirements of the Goods to be stored. Specifically declare if the Goods are dangerous, hazardous, flammable, toxic, or fall under any special regulatory category.

b. Verify the Warehouse Partner, Actual Owner, and Contracting Entity

Independently verify the Warehouse Partner's and Actual Owner's licenses, registrations, certifications, insurance coverage, and compliance with applicable laws, including but not limited to the Factories Act, 1948, the Warehousing (Development and Regulation) Act, 2007, and rules of the Central Pollution Control Board for hazardous substances. Verify the legal ownership, leasing rights, or authority of the Contracting Entity to grant storage rights. Inspect the warehouse facility in person or through a trusted representative before storing Goods, if deemed necessary.

c. Ask Questions

Ask all necessary questions to the Warehouse Partner, Actual Owner, and Contracting Entity regarding storage conditions, security, insurance, handling procedures, and emergency protocols.

d. Seek Independent Advice

Seek independent legal, technical, or professional advice regarding the Storage Agreement, Lease Agreement, and its implications.

6.2 Failure by the Client to exercise the above duties shall not render SpaceOwner liable for any loss, damage, claim, or dispute that may arise. The Client assumes full responsibility for any consequences resulting from inaccurate disclosure or inadequate verification.

7.1 The Client acknowledges and agrees that SpaceOwner invests significant time, effort, and resources in:

a. Identifying, verifying, and onboarding Warehouse Partners.

b. Developing and maintaining the Platform.

c. Connecting Clients with suitable Warehouse Partners.

7.2 Therefore, the Client agrees that for a period of 24 (twenty-four) months from the date of first receiving any introduction, referral, or information about a Warehouse Partner through the SpaceOwner platform:

a. The Client shall not directly or indirectly contact, negotiate, contract, or enter into any Storage Agreement, Lease Agreement, or other arrangement with the Warehouse Partner or any affiliate, associate, subsidiary, holding company, or related entity of the Warehouse Partner without the prior written consent of SpaceOwner.

b. The Client shall not bypass SpaceOwner and deal directly with the Warehouse Partner, the Actual Owner, or any other entity connected to the Warehouse Partner.

c. The Client shall not use the information obtained through the SpaceOwner platform to circumvent SpaceOwner's role as the facilitator.

d. The Client shall not share the Warehouse Partner's information with any third party for the purpose of entering into a storage arrangement that bypasses SpaceOwner.

7.3 Consequences of Breach

If the Client breaches this non-circumvention obligation and enters into any agreement, whether written, oral, or implied, with the Warehouse Partner or any related entity without SpaceOwner's involvement, the Client shall:

a. Immediately notify SpaceOwner in writing of such agreement within 7 (seven) days of its execution.

b. Pay SpaceOwner a commission equivalent to the applicable percentage of the total value of the Storage Agreement, Lease Agreement, or the total storage fees paid or payable by the Client to the Warehouse Partner over the entire term of the agreement, or a minimum amount as separately agreed, whichever is higher.

c. Pay SpaceOwner all costs, expenses, and legal fees, including attorney fees, incurred by SpaceOwner in enforcing this clause.

d. Acknowledge that SpaceOwner shall be entitled to seek injunctive relief from a court of competent jurisdiction to prevent further breach.

7.4 Survival

This non-circumvention obligation shall survive the termination of the Client's account and shall continue to apply for the full 24-month period from the date of first introduction.

7.5 Acknowledgement

The Client acknowledges that:

a. The non-circumvention clause is reasonable and necessary to protect SpaceOwner's legitimate business interests.

b. SpaceOwner's remedy at law for breach of this clause would be inadequate.

c. SpaceOwner shall be entitled to specific performance and injunctive relief in addition to any other remedies available.

8.1 The Client submits storage requirements through the SpaceOwner platform.

8.2 SpaceOwner shares these requirements with relevant Warehouse Partners.

8.3 Warehouse Partners provide Quotes to SpaceOwner, which are then shared with the Client.

8.4 The Quote provided is an estimate and is subject to the Warehouse Partner's final verification of the actual Goods. The Warehouse Partner reserves the right to revise the Quote upon physical inspection of the Goods.

8.5 SpaceOwner does not guarantee the accuracy, completeness, or competitiveness of any Quote received from Warehouse Partners. SpaceOwner is not responsible for any discrepancy between the Quote and the final invoice raised by the Warehouse Partner or Contracting Entity.

9.1 The Client agrees to:

a. Use the Platform only for lawful purposes.

b. Not store any illegal, prohibited, or contraband Goods.

c. Comply with all applicable laws, regulations, and rules regarding the storage, transportation, and handling of their Goods.

d. Pay all fees, charges, and costs as agreed with the Contracting Entity in a timely manner.

9.2 The Client acknowledges that they are entering into a direct contractual relationship with the Contracting Entity. SpaceOwner is not responsible for:

a. Any loss, damage, theft, destruction, or deterioration of Goods.

b. Any breach of contract by the Warehouse Partner or Contracting Entity.

c. Any personal injury or property damage caused by the Goods or the Warehouse Partner's or Contracting Entity's operations.

d. Any regulatory penalties or fines imposed on the Client, Warehouse Partner, or Contracting Entity.

e. Any dispute regarding the ownership, leasing rights, or authority of the Contracting Entity.

10.1 To the maximum extent permitted by Indian law, SpaceOwner provides the Platform and services on an "as is" and "as available" basis.

10.2 SpaceOwner expressly disclaims all warranties of any kind, whether express, implied, or statutory, including but not limited to:

a. Implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

b. Warranties regarding the accuracy, reliability, completeness, or timeliness of any information provided on the Platform.

c. Warranties regarding the condition, safety, compliance, ownership, leasing rights, or suitability of any Warehouse Partner, Actual Owner, Contracting Entity, or warehouse facility.

d. Warranties that the Platform will be error-free, uninterrupted, or secure.

10.3 No advice or information, whether oral or written, obtained by the Client from SpaceOwner or through the Platform shall create any warranty not expressly stated in these Terms.

11.1 To the fullest extent permitted by Indian law:

a. SpaceOwner's total liability to the Client for any claim arising out of or relating to these Terms, the Platform, or the services provided shall not exceed the total fees paid by the Client to SpaceOwner in the twelve (12) months preceding the claim.

b. In no event shall SpaceOwner be liable for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, revenue, data, goodwill, business opportunities, loss of or damage to Goods, business interruption, or any claims, demands, or actions by third parties.

c. SpaceOwner shall not be liable for any claims arising from disputes regarding ownership, leasing rights, or authority of any Warehouse Partner or Contracting Entity.

11.2 The Client acknowledges that the limitation of liability set forth above reflects a fair allocation of risk and is a fundamental basis of the bargain between the parties.

11.3 The limitations set forth in this Section shall apply regardless of the theory of liability, whether based on contract, tort, negligence, strict liability, or otherwise, and shall survive any failure of essential purpose.

12.1 The Client agrees to indemnify, defend, and hold harmless SpaceOwner, its directors, officers, employees, affiliates, agents, and representatives from and against any and all claims, losses, damages, liabilities, costs, and expenses, including but not limited to reasonable legal fees and court costs, arising out of or relating to:

a. The Client's breach of any provision of these Terms.

b. The Client's misuse of the Platform.

c. The Client's Storage Agreement, Lease Agreement, or any contract with any Warehouse Partner, Actual Owner, or Contracting Entity.

d. Any claim made against SpaceOwner by the Warehouse Partner, Actual Owner, Contracting Entity, any third party, or any government authority due to the Client's actions, omissions, or negligence, the nature, condition, or handling of the Client's Goods, or the Client's failure to disclose accurate information regarding the Goods.

e. Any dispute between the Client, the Warehouse Partner, the Actual Owner, and the Contracting Entity, including but not limited to disputes regarding ownership, leasing rights, validity or termination of leases or sub-leases, breach of contract, or trespass or unauthorized occupation.

f. Any violation of applicable laws, rules, or regulations by the Client.

12.2 SpaceOwner shall be held harmless and shall not be required to participate in or bear any cost of defending any claim for which indemnification is sought.

12.3 This indemnity obligation shall survive the termination of these Terms and the Client's use of the Platform.

13.1 SpaceOwner charges a commission, service fee, or percentage for facilitating the connection between the Client and the Warehouse Partner or Contracting Entity.

13.2 Payment terms and fee structures shall be communicated to the Client separately and may be amended from time to time.

13.3 All fees are non-refundable unless expressly stated otherwise in writing.

14.1 For the purpose of these Terms and the services provided, SpaceOwner acts as a Data Fiduciary as defined under the Digital Personal Data Protection Act, 2023 ("DPDP Act"), determining the purpose and means of processing your Personal Data. Our primary purpose for processing your data is to facilitate the connection between you (the Client) and potential Warehouse Partners and to manage your account.

14.2 By using our Platform, you agree that SpaceOwner may collect, store, and process your Personal Data, including but not limited to your name, contact details, business information, and storage requirements, for the following purposes:

a. Facilitating introductions to Warehouse Partners and providing you with quotes.

b. Managing your account and communicating with you about our services.

c. Improving our Platform and services.

d. Complying with applicable laws and legal obligations.

14.3 SpaceOwner will process your Personal Data only for the purposes for which it was collected. Where processing is based on your consent, such consent shall be free, specific, informed, unconditional, and unambiguous, obtained through a clear affirmative action. You have the right to withdraw your consent at any time with the same ease as it was given.

14.4 SpaceOwner is committed to protecting your Personal Data and will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, in compliance with the DPDP Act. These measures include, but are not limited to, encryption and access controls.

14.5 You acknowledge and agree that SpaceOwner may engage third-party data processors to assist in providing our services. We will ensure that such processors are bound by contracts that require them to protect your data and adhere to the standards set forth in this policy and the DPDP Act.

14.6 In the event of a Personal Data breach, SpaceOwner will take immediate steps to contain and mitigate the breach and will notify the Data Protection Board of India and affected Data Principals as required by law.

14.7 SpaceOwner will retain your Personal Data only for as long as is necessary to fulfill the purposes for which it was collected, to provide our services, and to comply with our legal obligations. Once the purpose for processing your data has been fulfilled or you withdraw your consent, we will erase or anonymize your Personal Data, unless we are legally required to retain it.

15.1 Under the DPDP Act, you, as a Data Principal, have certain rights regarding your Personal Data. You may exercise these rights by contacting us at connect@spaceowner.in. Your rights include:

a. Right to Obtain Information: To obtain a summary of your Personal Data being processed and information about processing activities.

b. Right to Correction and Erasure: To request the correction, update, or erasure of your Personal Data.

c. Right to Grievance Redressal: To seek prompt resolution of any grievances regarding the processing of your data through our internal mechanism or, thereafter, with the Data Protection Board of India.

d. Right to Nominate: To nominate an individual to exercise your rights in the event of your death or incapacity.

15.2 We will respond to any legitimate requests within a reasonable timeframe as prescribed by law.

16.1 The Client acknowledges that SpaceOwner is an "intermediary" under the Information Technology Act, 2000, and is required to comply with all applicable laws, regulations, orders, and directions issued by any governmental or regulatory authority.

16.2 To protect the safe harbour and other legal protections available to SpaceOwner, the Client agrees that SpaceOwner may take any action it deems reasonably necessary to comply with such legal obligations, including but not limited to removing, blocking, or disabling access to any information, content, or listing on its platform without prior notice to the Client.

16.3 SpaceOwner shall not be held liable to the Client or any third party for any loss, damage, or claim arising from actions taken in good faith to comply with applicable laws or government directions.

17.1 All content on the SpaceOwner platform, including but not limited to text, graphics, logos, icons, images, software, and taglines, including "Compliance built into every square foot," is the exclusive property of SpaceOwner and is protected by Indian copyright, trademark, and intellectual property laws.

17.2 The Client is granted a limited, non-exclusive, non-transferable license to access and use the Platform for the purpose of seeking storage solutions. No part of the Platform may be reproduced, modified, distributed, or exploited for any commercial purpose without the prior written consent of SpaceOwner.

18.1 Both parties agree to maintain the confidentiality of any proprietary or confidential information shared during the course of their relationship.

18.2 This confidentiality obligation does not apply to information that:

a. Is publicly available.

b. Was already known to the receiving party prior to disclosure.

c. Is required to be disclosed by applicable law or court order.

19.1 SpaceOwner reserves the right to suspend or terminate the Client's access to the Platform at any time, without prior notice, for any reason, including but not limited to:

a. Breach of these Terms.

b. Misuse of the Platform.

c. Violation of applicable laws.

d. Suspicion of fraudulent or illegal activity.

19.2 The Client may terminate their account at any time by providing written notice to SpaceOwner at connect@spaceowner.in.

19.3 Upon termination, all provisions of these Terms that by their nature are intended to survive, including but not limited to Indemnity, Limitation of Liability, Disclaimer of Warranties, Non-Circumvention, Data Protection, and Governing Law, shall remain in full force and effect.

20.1 These Terms shall be governed by, construed, and enforced in accordance with the laws of the Republic of India.

20.2 Any disputes, claims, or controversies arising out of or relating to these Terms, the Platform, or the services provided shall be subject to the exclusive jurisdiction of the courts in Mumbai, Maharashtra, India.

20.3 The Client irrevocably submits to the jurisdiction of the courts in Mumbai and waives any objection to venue or inconvenience of forum.

21.1 In the event of any dispute arising between the parties, the parties shall first attempt to resolve the dispute through amicable negotiations within 30 (thirty) days of the dispute arising.

21.2 If the dispute is not resolved through negotiations, the dispute shall be referred to mandatory arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended.

21.3 The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. If the parties cannot agree on an arbitrator within 15 days, either party may request the appointment of an arbitrator by the High Court of Judicature at Bombay.

21.4 The place of arbitration shall be Mumbai, India, and the language of arbitration shall be English.

21.5 The award of the arbitrator shall be final and binding on both parties.

22.1 Force Majeure

SpaceOwner shall not be liable for any failure or delay in performance of its obligations due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, strikes, or technical failures.

22.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

22.3 Waiver

The failure of SpaceOwner to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

22.4 Entire Agreement

These Terms, together with any other policies posted on the SpaceOwner platform, constitute the entire agreement between the parties and supersede all prior agreements, understandings, representations, and communications.

22.5 Assignment

The Client may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of SpaceOwner.

22.6 Notices

All notices, demands, and communications under these Terms shall be in writing and shall be deemed duly served if:

a. Sent via email to connect@spaceowner.in for SpaceOwner or to the Client's registered email address for the Client.

b. Delivered by registered post or courier to the respective registered office addresses.

22.7 Amendments

SpaceOwner reserves the right to modify, amend, or update these Terms at any time. The Client will be notified of changes through the Platform or via email. Continued use of the Platform after the effective date of changes constitutes acceptance of the updated Terms.

For any questions, concerns, or inquiries regarding these Terms, or to exercise your data protection rights, please contact:

SpaceOwner

Website: www.spaceowner.in

Email: connect@spaceowner.in

Jurisdiction: Mumbai, Maharashtra, India