Crayfish Accelerator Terms and Conditions
We are Crayfish.io (“we”, “us”, “our”, “Crayfish.io”, “Crayfish”), a company incorporated in England and Wales under company number 10450327 with registered office at St Johns Innovation Centre, Cowley Road, Cambridge, England CB4 0WS. We operate the Crayfish Accelerator Programme (the “Programme”) which you wish to apply for.
Your submission of the application to the Programme constitutes your acceptance of and agreement to these Terms and Conditions (the “Terms”) and your representation that you are 18 years of age or older and legally capable of entering into a contract.
We may change the Terms from time to time. If we do so, we will update the document on our website and, in addition, we will send you an email to let you know about the changes. These Terms were last updated on 24 July 2019 .
In these Terms, the following words have the following meanings:
- “Company”: the Company;
- Commencement Datethe date on which Crayfish received the Fixed Fee payment.
- Confidential Informationshall have the meaning given to it in Condition 7.1.
- “Crayfish Associate”: any individual or entity engaged or employed by Crayfish to provide the Services.
- Credit: any balance standing in credit on the Company’s account which it can use to purchase services provided by Crayfish.
- “Deliverables”: the works and materials provided to the Company under these Terms.
- “Fee”: Fixed Fee plus any additional fee incurred for services in addition to the Programme Services.
- “Fixed Fee”: £5,000.
- “Programme Services”: means any service delivered by Crayfish or Crayfish Associates against the Fixed Fee paid under the Programme.
- “Investor”: investor or investors introduced, presented or brokered by the Programme.
02. Engagement and Fees
- The Company agrees to engage Crayfish to provide Programme Services if it is successful in securing investment (the “Investment”) through the Programme.
- The Company shall pay the Fixed Fee for the Programme Services directly from the Investment proceeds as the relevant investment agreement may specify or in any case against Crayfish’s invoice within 5 working days of it receiving the Investment. The Company will be entitled to receiving Programme Services up to the value of the Fixed Fee within one year from the Commencement Date. Any unused Credit will automatically expire upon one year anniversary of the Commencement Date (the “Expiry Date”). For the avoidance of doubt, any Programme Service which has been instructed but not fully delivered will continue to be delivered post Expiry Date.
- The Company may also choose to engage Crayfish to provide additional services (together with the Programme Services, the “Services”) and the fees shall be in line with the fee level for the Programme Services or otherwise agree with Crayfish accordingly.
- The provision of Services is governed by these Terms.
- Crayfish shall provide the Services to the Company with reasonable skill and care.
- Crayfish may choose to deliver the Services through Crayfish Associates or sub-contractors or a combination of the different resources available.
- Crayfish shall use its reasonable endeavours to meet any timetable agreed with the Company, although time shall not be of the essence for the provision of the Services.
04. Obligations of the Company
- The Company shall at its own expense (a) appoint a nominated point of contact for the Services; (b) provide Crayfish promptly with all necessary documents, materials or information requested by Crayfish in connection with the Services within sufficient time to enable Crayfish to provide the Services; and (c) use reliable virus checking software in relation to all documentation it provides to Crayfish to prevent the passing of software viruses to Crayfish.
- Crayfish shall not be responsible for any delay in the Services resulting from a breach of Condition 4.1 by or on behalf of the Company.
- The Company warrants that (a) it has the authority to commission the Services; and (b) in using the documents provided by it by the Company, Crayfish will not infringe any third party rights, and the Company shall indemnify Crayfish against any loss arising from any third party claim in breach of this warranty.
- The Company’s interaction with any Crayfish Associate is only for the Services under these Terms. The Company shall not (a) discuss any other potential projects with Crayfish Associates without Crayfish’s prior agreement; (b) ask any Crayfish Associate for information or access to other service providers that the Company may be seeking; or (c) discuss any matters relating to financial arrangements (rates, commissions, costs etc.).
- If the Company wishes to employ or engage directly a Crayfish Associate, the Company shall inform Crayfish immediately. Where a Crayfish Associate accepts work or offer for employment or contract, the Company shall notify Crayfish immediately. The Company also undertakes to pay Crayfish 15% of the contract value or equivalent of 15% of the annual salary as applicable within 14 days of receipt of an invoice from Crayfish. The Company agrees that this sum reflects the losses that Crayfish would suffer as a result of the loss of business from the Company and the services provided by the relevant Crayfish Associate.
05. Expenses & Payments
- The Company shall pay all reasonable travelling and subsistence expenses up to £200 subject to provision of supporting receipts and all other pre-approved expenses incurred by Crayfish in providing the Services.
- All Fees are subject to the addition of VAT where appropriate, at the prevailing rate from time to time.
- All payments shall be made without set-off or counterclaim, free and clear of and without deduction for or on account of any taxes due.
06. Intellectual Property Rights
- Any copyright, database rights, design rights or other intellectual property rights which may subsist in the Deliverables shall belong to Crayfish unless otherwise agreed in writing.
- Subject to the provisions of Condition 7, nothing in these Conditions shall restrict Crayfish in relation to its use of the Deliverables.
- The Company shall be entitled to use, copy and reproduce the Deliverables for the purposes of its business operations and fund raising activities but not for other purposes, commercial or otherwise.
- Parties shall only use for the purposes of the Services and shall not otherwise disclose, without the other's prior written permission, any confidential information concerning the other party’s business, including its management and financial affairs, products, services, business plans, customers, suppliers, associated companies and such other Information as a party shall notify to the other party as being confidential ("Confidential Information"). This Condition 7.1 shall survive the termination of the Services for any reason for a period of 2 years commencing immediately on the date of such termination. For the avoidance of doubt, Crayfish shall not be in breach of this Condition 7.1 by sharing Confidential Information with subcontractors and/or Crayfish Associates or otherwise in order to deliver any Service.
- The obligations set out in this Condition 7 shall not apply to any Confidential Information which (a) at or prior to the time of disclosure was known to the receiving party as evidenced in writing, except to the extent that such Confidential Information was unlawfully appropriated; (b) at or after the time of disclosure becomes generally available to the public other than through any act or omission on the part of the receiving party; (c) is received from a third party free to make such disclosure without breaching any legal obligation; (d) is independently developed by the receiving party; and/or (e) is required to be disclosed by law, court order or request by any government or regulatory authority.
- Crayfish is entitled to reference the Company’s name and logo in advertising, marketing and other materials to promote its business.
- 4 Crayfish shall be entitled to destroy or otherwise dispose of any property of the Company remaining in its custody more than six months after the termination of the Services.
- The Company warrants that it has the right, power and authority to accept the Terms.
- While Crayfish shall provide the Services with reasonable skill and care, Crayfish does not warrant that any result will be achieved or achievable by the Company in relation to the Services. Furthermore, as Crayfish has no control over the implementation of its recommendations Crayfish cannot accept any liability which may arise from such implementation.
- The Company acknowledges that, in accepting the Terms, it does not do so in reliance on any representation, condition, warranty or other provision except as expressly set out in these Terms, and any conditions, warranties or other terms implied by statute or common law are excluded from these Terms to the fullest extent permitted by law.
- Crayfish does not represent itself as a supplier of services usually provided by lawyers, patent agents and insurance brokers or other professional advisors; and Crayfish recommends that where appropriate, the Company seeks advice from its advisors before implementing any recommendations.
- Crayfish shall have no liability to the Company for any loss, damage, expenses, or other claims for compensation arising from any part of the Company information and/or Company’s instructions which are incomplete, incorrect, inaccurate, illegible, late in delivery, or the result of any other act or omission of the Company.
- Subject to Condition 8.8, Crayfish shall not be liable to the Company for (a) loss of profits, loss of data, loss of business, wasted expenditure and/or for depletion of goodwill howsoever arising; and/or (b) indirect or consequential losses, costs, damages or expenses whether or not advised of the possibility of the same. The parties agree that the provisions of this Condition 8.6 are severable.
- Subject to Condition 8.8, Crayfish’s maximum aggregate liability, whether arising from negligence, breach of contract, misrepresentation or otherwise shall be limited to damages which shall in no event exceed the Fee corresponding to the Service that is the subject of the claim.
- Nothing in these Terms shall exclude or restrict either party's liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from the negligence of that party or for any other liability that cannot be excluded by law.
09. Term & Termination
- The Company may terminate the Services at anytime with one months prior written notice to Crayfish. Any unused Credit from the payment of Fixed Fee shall expire upon such termination.
- Crayfish may terminate the Services with immediate effect by written notice to the Company if the Company: (a) requests Crayfish to take any action which may constitute a criminal offence or which would be in any way contrary to any applicable legislation in force from time to time; (b) otherwise, in Crayfish’s opinion, acts in any way that may damage the reputation of Crayfish; (c) fails to comply with the provisions of these Terms; (d) enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent) or anything similar or analogous occurs in any jurisdiction; and/or (e) ceases, or threatens to cease, to carry on business. Any unused Credit from the payment of Fixed Fee shall also expire upon such termination.
- On expiry or earlier termination of the Services for whatever reason the Company shall immediately be liable for and shall pay to Crayfish all sums outstanding for Services provided to the date of termination and all outstanding costs and expenses incurred by Crayfish shall remain payable.
- Termination of the Services shall not affect the accrued rights of the parties. Notwithstanding termination, the following Conditions shall remain in force: Condition 1 (Definitions), 7 (Confidentiality), 8 (Warranties), 9 (Term & Termination), and 11 (General).
10. Force Majeure
If a party is delayed in the performance or fails to perform its obligations under these Terms and such delay or failure is due to circumstances beyond its control, that party shall not be held responsible for any loss or damage which the other party may thereby incur.
- If any provision of these Terms shall be held to any extent to be illegal or unenforceable then that term shall to that extent be amended as necessary to most closely follow the intentions of the parties and the remainder of these Terms shall not be affected
- The Company may not assign or transfer or purport to assign or transfer a right or obligation under these Terms without first obtaining the prior written consent of Crayfish.
- In these Terms headings are for convenience only and do not affect interpretation; words in the singular include the plural; and including means including but not limited to.
- These Terms shall be governed by, and construed in accordance with the laws of England and Wales and both parties submit to the exclusive jurisdiction of the English Courts.