Terms of Business
Terms of Business
Terms and Conditions for the supply of services by Curious Crab Productions (trading under School of Wok Limited) (“Curious Crab”).
For the purpose of these Terms and Conditions, the “Client" is the individual named and/or organisation listed in the proposal detailing the specific services to be provided, (the “Quote”). Together with the Quote, these Terms and Conditions govern the relationship between Curious Crab and the Client to the exclusion of any other terms the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing and will collectively be referred to as the “Contract”.
Defined terms that are not defined in these Terms and Conditions are as set out in the Quote. Curious Crab and the Client may be referred to each “a Party” and together “the Parties”.
Please note in particular the terms regarding Payment, the Deposit, Revisions, Alterations, Liability and the importance of all relevant Client personnel attending creative briefings
About Us
Curious Crab is a division of School of Work Limited - a limited company registered in England with company number 07749239 and registered offices at 61 Chandos Place, London, WC2N 4HG.
Basis of Contract
The Contract shall come into existence upon the earlier of: (1) the Client executing the Quote; or (2) the Client requesting, and Curious Crab providing, any Services. (“Commencement Date”).
These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Both Curious Crab and the Client agree to fully uphold the terms of the Contract.
Fee Quote
The fee quote and accompanying terms, conditions, warranties and requirements provided in the Quote are effective for 7 days from the date Curious Crab sends the Quote to the Client. If the Quote is not executed by the Client within those 7 days, the fee quote, together with any related terms and conditions and/or deliverables, may be subject to change. The fee quote in the Quote contains the anticipated project/event fees (the “Fees”). All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract, the Client shall pay to Curious Crab such additional amounts in respect of VAT as are chargeable on the supply of services provided.
Timing
Provisional milestone dates and timeframes will be agreed upfront and form part of the Contract. All timelines may be subject to change based on the Client’s management of scheduling and availability of participants, and timely review and approval of deliverables.
Payment and Deposit
Save as provided below, the Fees shall be payable in two instalments as follows;
i) 50% invoiced by Curious Crab on signed acceptance of the Quote by the Client, payable immediately (the “Deposit”); and
ii) 50% invoiced on completion of Curious Crab’s responsibilities in respect of the project or on final delivery of the digital assets (if applicable) set out in the Quote, to be paid within 14 days of the date of such invoice (the “Balance”).
Where the total project fees are less than/equal to £5,000 (+VAT) then payment may be required in one instalment as required by Curious Crab and notified to the Client.
The Deposit is non-refundable, unless otherwise agreed or as set out herein.
The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Curious Crab may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Curious Crab to the Client. If the Client fails to make a payment due under the Contract then, without limiting its other right or remedies, the Client shall pay interest that will accrue at 8% a year above the Bank of England’s base rate on the overdue sum from the due date until payment of the overdue sum.
Alterations
The Client shall pay additional charges for changes or additional steps requested by Client (and which are not outlined in the Quote or covered under the Revisions and Urgent Changes sections of these Terms and Conditions), including, but not limited to, in relation to technical and/or format changes. Such charges will be in addition to all other amounts payable under the Quote, despite any original maximum budget, contract price, or final price identified therein. Curious Crab will, where possible within the relevant time frames, quote Client’s alterations before beginning work. Client’s alterations requested by the Client may extend or modify the final delivery schedule.
Curious Crab reserves the right to amend the Quote at any time if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the deliverables.
Retainer
If the Client wishes to engage Curious Crab on a retained basis, the parties shall set out the key terms, Fees, length of agreement and payment schedule in the Quote (the “Retainer”) which shall be subject to these terms in relation to any Alterations, Revisions or other changes. Such Fees shall be payable monthly in advance. If the Client wishes to terminate the Retainer, it shall give no less than 2 months’ written notice of such request.
Reschedule/Cancellation
Unless otherwise agreed in writing, if the Client wishes to cancel or reschedule the dates outlined in a Quote it must give no less than 2 months’ written notice of such request and the Client shall be liable to meet all out-of-pocket costs, including without limitation, all committed and non-recoverable costs associated with the change in, or cancellation of, the date (“Committed Costs”). As above, the Deposit is non-refundable, and provided the Client has provided the correct notice period and paid the Committed Costs, the Client shall not be liable for the Balance.
If the Client wishes to cancel or reschedule the dates outlined in a Quote with less than 2 months’ written notice of such request, unless otherwise agreed in writing, the Client shall be liable for the following proportion of the Balance, depending on how much notice is provided:
Client Responsibilities
The Client will ensure that the terms of the Quote are complete and accurate, obtain and maintain all necessary licences, permissions and consents which may be required and will pay the Fees.
The Client agrees that Curious Crab’s ability to execute its desired ‘best in class’ approach to its services, and by extension the resultant quality of the project, is dependent upon the Client complying with Curious Crab’s requests and providing reasonable access to Client’s materials and resources (as necessary) in respect of the services to be provided under the Contract.
The Client will ensure participation of relevant members of its personnel in any creative briefings Curious Crab notifies to the Client. Client agrees that Curious Crab will not be labile in any way for any issues whatsoever that arise directly or indirectly from a failure of Client personnel to attend a technical briefing.
The Client is responsible for performing the following: (a) coordination of any decision-making with parties other than Curious Crab required for Curious Crab to be able to provide its services under the Contract; (b) submittal of Client Content (as defined as part of the respective project kick off meeting or project management process) in a form suitable for reproduction or incorporation into deliverables; and (c) final proofreading and, in the event that Client has approved the deliverables and errors (including but not limited to typographic errors, omissions, or misspellings) remain in any deliverables, the Client shall be liable for the cost of correcting such errors.
Revisions
This section applies where Curious Crab receives complete instructions to make minor edits (“Revisions”) to any rough cuts delivered to the Client for the project as set out in the Quote.
The Client is permitted to make a maximum of 2 (two) consolidated rounds of Revisions requests per video at no additional cost, subject to each round being communicated through 1 (one) email or via Dropbox Replay (or such other feedback tool as Curious Crab designates). Any further Revisions that are requested by the Client (and are not Urgent Changes – defined below) will be subject to additional costs for the work required, to be invoiced on the next invoice due to the Client.
Such Revisions must be submitted no less than 10 business days prior to any specified delivery date in a Quote.
Urgent Changes
Should the Client request a Revision less than 10 business days prior to any specified delivery date in a Quote (an “Urgent Change”), Curious Crab will consider this and confirm to the Client whether it is possible and what additional costs are required. If accepted, Curious Crab will charge the additional costs, to be invoiced on the next invoice due to the Client.
Rights and Ownership
The Client warrants and undertakes that all materials supplied to Curious Crab are owned by the Client and that the Client has all necessary rights in such materials to permit Curious Crab to use them in connection with the Contract.
The Client shall indemnify Curious Crab in full against any costs or losses incurred by Curious Crab arising out of or in connection with any claim or complaint brought against Curious Crab for infringement of a third party’s rights (including any intellectual property rights) arising out of, or in connection with, the receipt or use of the Client’s materials by Curious Crab.
Upon completion of the services, and expressly subject to and conditional upon full payment of all Fees, costs, and expenses due to Curious Crab, Curious Crab hereby assigns to the Client all right and title in and to the final output(s) as set out in the Quote (this does not apply to RAW files). This does not include any intellectual property (other than that contained in the final output(s) as set out in the Quote) arising from Curious Crab carrying out its services under the Contract which Curious Crab will own in its entirety
Art / RAW Files
Nothing in Curious Crab’s engagement or provision of the Services to the Client obliges Curious Crab to release any art or RAW files.
Electronic Storage
All project files will be digitally stored by Curious Crab for 3 months from the date of the event. Final outputs and project files will be deleted systematically thereafter. Longer periods are available by mutual agreement and at an additional Fee to the Client.
PR Rights
Curious Crab retains the right to reproduce, publish, and display: (a) any and all of the deliverables; (b) the existence of Curious Crab’s relationship with the Client; and (c) the Client’s name and logo, in Curious Crab’s portfolio, websites, in galleries, communications and any design periodicals or other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the deliverables in connection with such uses. Exceptions to this can be made if agreement is in place between both parties prior to the Commencement Date.
Limitation of Liability
Nothing in the Contract, shall limit or exclude either Party’s liability for:
death or personal injury caused by that Party’s negligence, or the negligence of its employees, agents or subcontractors;
fraud or fraudulent misrepresentation; or
any liability which cannot be legally excluded or limited.
Subject to the paragraph above, Curious Crab shall not under any circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise in connection with the services and/or the Contract, for any: (a) loss of profit (whether such loss is direct or indirect); (b) loss of revenue; (c) loss of business; and/or (d) loss of anticipated savings (“Losses”) and/or for any indirect, special or consequential loss or damage, howsoever arising.
Curious Crab’s total liability to the Client in respect of all other losses arising under or in connection with the services and/or the Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall in no circumstances exceed the total fees paid by the Client to Curious Crab under the Contract.
Curious Crab shall not be liable for any Losses due to: (i) changes to timelines based on Client requests for Revisions, Urgent Changes, Alterations or any other changes; or (ii) where the Client fails to comply with these Terms and Conditions or the reasonable instructions of Curious Crab.
Force Majeure
For the purposes of the Contract, Force Majeure Event means an event beyond the reasonable control and reasonable foreseeability of either Party including but not limited to natural disasters and acts of God, pandemics and epidemics, governmental action or decree, incapacitation of key personnel, power outages, internal outages and network issues, any issues concerning the software/hardware of third party providers such as Zoom, Skype, Microsoft Teams and Google Hangouts, Apple including client-related configurations that may have an impact on the services provided by Curious Crab, adverse weather and theft of key equipment .
Neither Party shall be liable to the other as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event save that the Client’s obligation to pay the Fee will not be affected by Force Majeure.
If the Force Majeure Event prevents either Party from performing its obligations under the Contract for more than 2 weeks, the affected Party shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the other Party.
For the avoidance of doubt, the Deposit shall remain non-refundable should a Force Majeure Event arise.
Termination
Save as otherwise set out in these Terms and Conditions, the Contract shall continue until the fulfilment of the services under the Contract and the payment by the Client of the Fees in full.
Notwithstanding the above, either Party may terminate the Contract with immediate effect by giving written notice to the other Party if: (i) the other Party commits a material breach of the Contract and (if such breach is remediable) fails to remedy that breach with three calendar days of that Party being notified in writing to do so; or (ii) the other Party takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors, being wound up or having a receiver appointed.
Curious Crab may suspend its provision of services and/or terminate the Contract with immediate effect by giving written notice to the Client if: (i) the Client fails to pay any amount due under the Contract on the due date for payment; (ii) in Curious Crab’s opinion the Client’s capability to fulfil its obligations under the Contract has been placed in jeopardy.
On termination of the Contract howsoever occurring, the Client shall immediately pay to Curious Crab all outstanding unpaid invoices and, in respect of services provided to the date of termination but for which no invoice has yet been submitted, Curious Crab shall submit an invoice which shall be payable by Client immediately on receipt.
Non-Solicitation
The Client shall not, without Curious Crab’s prior written consent, at any time from the Commencement Date to the expiry of 12 months after the termination or expiry of the Contract, solicit or entice away from Curious Crab or employ or attempt to employ any person who is, or has been, engaged as an employee of Curious Crab in the provision of the services.
Data Protection
Both parties shall comply with all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation: (i) any data protection legislation from time to time in force in the UK including their obligations contained in the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulations relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
Confidentiality
The Parties shall not at any time during the Contract and for a period of two years after its termination or expiry disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party except that each Party may disclose the other’s confidential information; (i) to its employees, officers, agents, contractors, subcontractors and advisers who need to know such information for the purposes of carrying out the Party’s obligations under the Contract; or (ii) as may be required by law.
Assignment and other dealings
Curious Crab may at any time assign, transfer, sub-contract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. The Client shall not, without the prior written consent of Curious Crab, assign, transfer, sub-contract or deal in any other manner with any or all of its rights or obligations under the Contract.
Notices
Any notice or other communication given to a Party under or in connection with the Contract shall be in writing, addressed to that Party at the address set out in the Quote, and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier, fax or e-mail.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address set out in the Quote, if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one business day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either Party the agent of the other for any purpose. Neither Party shall have authority to act as agent for, or to bind, the other Party in any way.
Third parties
A person who is not a party to the Contract shall not have any rights to enforce its terms.
Variation
No variation of these Conditions shall be effective unless it is agreed in writing and signed by authorised representatives of both the Client and Curious Crab.
Independent Contractor
The relationship of Curious Crab to the Client will be that of independent contractor.
Diversity & Inclusion
Curious Crab is committed to achieving a working environment which provides equality of opportunity and freedom from all forms of unfair and unlawful discrimination, on the grounds of their protected characteristic(s), including race, sex, pregnancy and maternity, marital or civil partnership status, gender reassignment, disability, religion or beliefs, age or sexual orientation.
Our Diversity & Inclusion Policy states our commitment and intent to create a diverse and inclusive organisation, which provides equal opportunities and opposes all forms of discrimination.
Please find our Diversity & Inclusion Policy here.
Entire Agreement and Non-Reliance
The Contract contains the entire agreement between the parties with respect to the subject matter hereof and supersedes and cancels any prior arrangement, understanding, written or oral agreements between the parties in relation to such subject matter.
The parties acknowledge that the Contract has not been entered into wholly or partly in reliance on, nor has either Party been given, any warranty, statement, promise or representation by the other or on its behalf other than as expressly set out in the Contract.
Each Party agrees that the only rights and remedies available to it arising out of or in connection with any warranties, statements, promises or representations will be for breach of contract and irrevocably and unconditionally waives any right it may have to any claim, rights or remedies including any right to rescind the Contract which it might otherwise have had in relation to it.
All warranties, conditions, terms and representations not set out in the Contract whether implied by statute or otherwise are excluded to the extent permitted by law.
Nothing in this clause will exclude any liability in respect of misrepresentations made fraudulently.
Governing law
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of England and Wales.
Jurisdiction
Curious Crab and the Client each irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Rights and Remedies
The rights and remedies set out in the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
These Terms and Conditions were last updated on 30th May 2023.