Curious Web Terms of Business

v2.1 Updated Jan 2020

1. Definitions

In this terms, the following definitions apply:

“The Assignment” means the work for which Curious have been engaged.

“Confidential Information” means:

(a)        all information, whether technical or commercial, disclosed by the Client [or any customer of the Client] to the Company under or in connection with an Agreement; and

(b)        all information concerning the existence and terms of this Agreement and the arrangements contemplated by this Agreement.

“Intellectual Property Rights” means all intellectual property rights throughout the universe whether vested or contingent and whether currently in existence or otherwise including (without limitation) copyright, database rights, design rights, registered designs, patents, trademarks, trade names signs and other designations, trade secrets and all similar rights whether registered or otherwise and all extensions, revivals, reversions and renewals of any of the above and, in relation to registrable rights, any applications made in respect thereof;

“Materials” means:

(a)        the deliverables; and

(b)        other materials and works in any form or format whatsoever (whether now known or hereinafter revised) created by or on behalf of the Company in the course of the Assignment whether preparatory or final including, but not limited to, web pages, software code, text, photographs, video or film footage, storyboards, artwork, slogans, drawings and sketches;

“The Terms of Engagement” means the agreement between the Client and the Company, as set out in these terms;

2. Assignment and Terms of Engagement
   • The Company agrees to carry out the Assignment in accordance with the Terms of Engagement.
   • The Client agrees to cooperate with the Company in the performance of the Company’s services and to give such support, facilities and information as may be reasonably required.
3. Charges and Payments
   • The Client agrees to pay the agreed charges and associated expenses, in accordance with the provisions of the Terms of Engagement.
   • VAT at the standard rate (if applicable) is applicable to all fees and expenses.
   • Work will be invoiced as set agreed and payment is due within 15 days of invoice.
   • The Company shall keep a record of days or part days worked and appropriate receipts for expenses incurred which will be available for approval by the Client
   • All sums due from the Client which are not paid on the due date (without prejudice to the rights of the Company under these terms) shall bear interest from day to day at the same annual rate as is prescribed from time to time pursuant to section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 with a minimum rate of 10% per annum.
   • During any period in which payments from the Client are overdue, the obligations of the Company may be suspended.
   • The Client must pay reasonable authorised hotel and travelling expenses incurred by the Company in the performance of their duties which shall include any such expenses incurred by the Company in travelling to or working at any place of work other than their normal place of work, as the Client may so instruct.
   • Expenses incurred by the Company and recoverable from the Client hereunder shall be charged at cost to the Client.
4. Confidentiality
   • The Company undertakes not at any time to divulge or allow to be divulged to any person any Confidential Information relating to the business or affairs of the Client other than to sub-contractors who have signed an appropriate secrecy undertaking or others where the Client has expressly or impliedly consented to the disclosure.
5. Delegation
   • The Company undertakes to consult with the Client before delegating any of the Company’s obligations hereunder.
   • The Company shall have discretion as to which of its employees are assigned to perform its services but shall consult with the Client concerning any significant changes.
6. Intellectual Property
   • The Company undertakes not to cause or permit anything that may damage or endanger the intellectual property of the Client or the Client’s title to it or assist or allow others to do so.
7. Liability and Insurance
   • The Company shall not be liable to the Client for loss or damage to the Client’s property unless due to the negligence or other failure of the Company to perform its obligations under this agreement or the general law.
   • The Company shall have no liability to the Client for any indirect, special or consequential loss to the Client arising out of or in connection with the provision of any goods or services pursuant to this agreement (except in respect of death or personal injury resulting from negligence) and the total liability of the Company for any other loss of the Client arising pursuant to this agreement in respect of any one event or series of connected events shall not exceed the indemnity cover (if any) arranged pursuant to the Terms of Engagement or if no such cover has been agreed between the Client and the Company the charges payable by the Client in respect of the Company’s services hereunder.
8. Termination for Breach
   • The following obligations are conditions of these terms and any breach of them shall entitle the party not in breach to terminate the engagement by immediate written notice and the rights and liabilities of the parties shall then be determined in accordance with clause 9:
     • Failure on the part of the Client to make punctual payment of all sums due to the Company under these terms.
     • Failure on the part of the Company to remedy any breach of its obligations hereunder within a reasonable time following written notice from the Client which: refers to this clause; specifies the breach with full particulars; indicates how the breach is to be remedied and specifies the Client’s opinion of a reasonable time for remedy.
     • The levying of distress or execution against the Client or the making by it of any composition or arrangement with creditors or the presentation of a petition for the Client’s liquidation or bankruptcy or administration or the appointment of a receiver over any part of the Client’s assets.
     • The doing or permitting of any act by which the Company’s rights in any intellectual property may be prejudiced or put in jeopardy.
   • Any serious or persistent breach by the Client of its obligations hereunder.
9. Termination and Consequences
   • In the event of the engagement being terminated whether by effluxion of time, notice, breach or otherwise and without prejudice to any other remedy available to the Company the Client shall immediately pay to the Company any sums due under these terms.
10. Company’s Outputs, Materials and Information
    • All Intellectual Property Rights including copyright which are capable of existing in any documents, computer software or information or (without limit) other materials created or provided pursuant to this contract by the Company shall be and remain the Company’s property.
    • The Client undertakes to keep all materials, documents and information provided to it by the Company confidential to itself and its employees and not to distribute any product of the services provided hereunder to any third party without the Company’s prior written consent.
    • Any materials produced or supplied to the Client by the Company in which Intellectual Property Rights are capable of subsisting shall be licensed to the Client for internal use only in connection with the purposes of the terms of engagement and such licence shall forthwith terminate if notice is given by the Company terminating this contract pursuant to clause 8.
    • The Client and the Company undertake with each other during the course of the engagement not to infringe the Intellectual Property Rights of any third party.
    • Upon full and final payment of the charges and expenses due under these terms, copyright will be automatically assigned as follows:
      1. a) Copyright of visual elements and text created for this Assignment will be assigned to the Client. The Company will provide all necessary source files and finished files to the Client and the Client will be responsible for their safekeeping. The Company will not be required to keep a copy of any finished files.
      2. b) All elements of text, images and any other data provided by the Client during the course of the Assignment, remain the property of the Client. The Client guarantees that it has legal rights to any text, images or data provided, and will indemnify the Company against any Third-Party claims.
    • The Company guarantees that it has legal rights to all elements provided in completion of the Assignment and will indemnify the Client against any Third-Party claims arising.
11. Force Majeure
    • Both parties shall be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the reasonable control of the parties or either of them renders the performance of this agreement impossible, whereupon all money accrued due under this agreement shall be paid.
12. Miscellaneous

• Headings

Headings contained in these terms are for reference purposes only and should not be incorporated into these terms and shall not be deemed to be any indication of the meaning of the clauses to which they relate.

• Joint and Several

All agreements on the part of either of the parties which comprise more than one person or entity shall be joint and several and the neuter singular gender throughout these terms shall include all genders and the plural and the successor in title to the parties.

• Proper Law and Jurisdiction

These terms shall be governed by English law in every particular including formation and interpretation and shall be deemed to have been made in England.

• Waiver

Failure by either party to enforce at any time or for any period any one or more of the terms or conditions of these terms shall not be a waiver of them or the right at any time subsequently to enforce all terms and conditions herein.

• Assignment or Sub-Contracting

The Company shall be entitled to sub-contract any of its rights or duties under this agreement.

• Set-off

The Client shall not be entitled to withhold payment of any sum otherwise payable to the Company by reason of any claim, set-off or for damages in relation hereto.

• Warranty

Each of the parties warrants its power to agree to these terms and has obtained all necessary approvals to do so.

• Whole Agreement

These terms contain the whole agreement between the parties, unless otherwise agreed to in writing.