1.1 Company details. Crayfish.io (company number 10450327) (we and us) is a company registered in England and Wales and our registered office is at St Johns Innovation Centre, Cowley Road, Cambridge, England CB4 0WS. Our VAT number is GB257410414. We operate the website www.Crayfish.io and associated mobile applications.
1.2 Contacting us. To contact us, reach out to our customer service team via the form at our website or email us at firstname.lastname@example.org. How to give us formal notice of any matter under the Contract is set out in 18.2.
2.1 Our contract. These terms and conditions (Terms) apply to the order by you (Order) and supply of services (Services) by us or our trusted service providers (Providers) to you. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Entire agreement. The Terms coupled with the Order form the entire agreement between you and us in relation to its subject matter (Contract). You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3.1 Types of Services. We provide (1) marketplace services (Marketplace) whereby you can submit a request for your project or services required (Request) and multiple Providers may respond to the request by making a bid (Bid). You can then place an Order with your selected Provider; and (2) fixed price services (Fixed Price Services) whereby detailed description, scope and deliverables of the Services are displayed and once you place an Order, we will notify pre-approved Providers for the relevant Service.
3.2 Marketplace. When you submit a Request, we will in our discretion decide to approve or reject the posting of the Request, or seek further clarification where needed. You may select any Provider at your discretion or choose not to accept any Bid from the Providers. When you place an Order with your selected Provider through Marketplace, and once that’s accepted, you are entering into a direct contractual relationship with the relevant Provider who will be liable to you for the delivery of the Services as set out in the Request and also responsible for the quality of the Service. Your Request will be visible to all Providers for 90 days after which if no Order is confirmed in relation to such Request, it will be taken down. You may submit a new Request. All Bids are valid for a period of 30 days after which they will expire and not capable of being accepted.
3.3 Fixed Price Services. When you place an Order for Fixed Price Services which is then accepted by one of our pre-approved Providers for that particular Service, that Provider will be delivering the Service and responsible for the quality of the Service.
4.1 Placing your order. Please follow the onscreen prompts to place your Order. You may only submit an Order using the method set out on the site. Each order is an offer by you to buy the Services specified in the order subject to these Terms.
4.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your Order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your Order and any specification submitted by you is complete and accurate.
4.3 Acknowledging receipt of your Order. After you place your order, you will receive an email from us acknowledging that we have received the payment, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in 4.4.
4.4 Accepting your Order. For Fixed Price Services, our acceptance of your order takes place when we send an email to you to confirm it (Order Confirmation), at which point and on which date the Contract between you and us will come into existence. For Marketplace, it will be 2 working days after your payment confirmation, on which date the Contract between you and the Provider will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation for Fixed Price Services, and those Services confirmed in the Bid and all subsequent correspondence between you and your chosen Provider.
4.5 If we cannot accept your Order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will refund you the full amount you have paid where applicable.
5.1 You may cancel the Request at anytime before placing an Order and you may cancel an Order anytime before we send you an Order Confirmation. You cannot cancel the Contract once the Provider commence work on delivering the Services, unless it is agreed by the Provider in writing.
5.2 To cancel a Request from Marketplace, you can delete the Request posted from your account. To cancel an Order placed for Fixed Price Services, you must send us an email at email@example.com. We will email you to confirm we have received your cancellation request.
If you are emailing us or writing to us, please include details of your order to help us to identify it. If you send us your cancellation notice by email, then your cancellation is effective from the date you send us the email.
5.3 If the cancellation is confirmed, we will refund you in full for the price you paid for the Services, by the method you used for payment.
6.1 Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
6.2 Compliance with specification. Subject to our right to amend the specification (see 6.3), the Services will be provided to you in accordance with the specification for the Services appearing on our website at the date of your Order Confirmation in all material respects for Fixed Price Services. For Marketplace, the Services will be provided to you in accordance with your Request and the Bid.
6.3 Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement and such amendments shall apply to your Contract if the amendment does not materially affect the nature or quality of the Services.
6.4 Reasonable care and skill. We require that all Providers to provide the Services using reasonable care and skill. You agree and acknowledge that all Providers are independent from us and we do not in any way, direct or control a Provider’s work or Services delivered. We provide the Platform for you to access the vetted Providers through Marketplace and you should rely on user reviews and your own communication with the Providers as basis for Provider selection. For Fixed Price Services, we have carefully selected a small number of trusted Providers and their service delivery as well as client feedback will be routinely monitored by our customer service team to ensure the quality of such Fixed Price Services.
6.5 Time for performance. We will use all reasonable endeavours to ensure the Providers meet any delivery timeline specified in the Order Confirmation, but any such dates are estimates only and they are often subject to communication and clarification with you. Failure to perform the Services by such dates will not give you the right to terminate the Contract but severe delays which are solely attributable to the Provider may result in a reasonable level of discount being applied. Please bring that to our attention and we will investigate.
7.1 It is your responsibility to ensure that:
(a) the terms of your order are complete and accurate;
(b) you cooperate with us and the Providers in all matters relating to the Services; and
(c) you provide such information and materials that may be reasonably required in order to supply the Services, and ensure that such information is complete and accurate in all material respects.
7.2 If the delivery of the Services is prevented or delayed by any failure by you to fulfil any obligation listed in 7.1 (Your Default), we or the Provider will be entitled to suspend the performance of the Services until it is remedied and will not be responsible any delay as a result.
8.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this 8. The Charges are the prices quoted on our site at the time you submit your order for Fixed Price Services, or the amount agreed between you and the Provider for Marketplace. If you wish to change the scope of the Services after the Order is accepted, and such change is agreed by the Provider, we will modify the Charges accordingly. Should you require our project management service in relation to delivery of any project, a project management fee may be applicable which will be chargeable only if it is confirmed by you when placing the Order.
8.2 We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see 8.5 for what happens if we discover an error in the price of the Services you ordered.
8.3 Our Charges may change from time to time, but changes will not affect any order you have already placed.
8.4 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
8.5 It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
9.1 Payment for the Services is in advance. We will take your payment upon acceptance of your order. Where instalment payment option is available, they will be paid in advance at the relevant milestones as displayed on the website or notified to you in advance.
9.2 An electronic invoice will be issued within seven days following payment. For any failed or cancelled payments, a £20 administration fee will be levied.
9.3 We shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding.
9.4 We will only release payment to the Provider once we have confirmation that the Services have been delivered. If you do not confirm release of payment to the Provider within 10 days of the delivery of Services, unless you notify us that you are not satisfied with the Services, we will send you a notification that the payment will be released to the Provider with 48 hours prior notice. Unless we received an objection within that 48 hours, payment will be automatically released to the Provider after that.
If a problem arises or you are dissatisfied with the Services, you can raise a complaint with us with supporting information and documentation. We will handle all complaints in accordance with our escalation process and aim to resolve all complaints within 14 days where all necessary information has been provided. We reserve the final determination right on all complaints and disputes with the Providers regarding all Services.
All intellectual property rights existing prior to and independent of this Contract shall continue to be owned by you and the Provider respectively (Background IP). All additional intellectual property rights created as part of the Services are assigned to you by the Provider. You will be granted a non-exclusive licence regarding the relevant Background IP to enable you to use any work product derived from the Services solely for the purpose as described in the Request or description of the Fixed Price Services or otherwise expressly authorised by the Provider.
12.1 We will use any personal information you provide to us to:
(a) provide the Services;
(b) process your payment for the Services; and
(c) inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
13.1 We have obtained insurance cover in respect of our own legal liability. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
13.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
13.3 Subject to 13.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of or damage to goodwill; and
(f) any indirect or consequential loss.
13.4 Subject to e 13.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract.
13.5 We have given commitments as to compliance of the Services with the relevant specification in lause 6.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
13.6 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
13.7 This 13 will survive termination of the Contract.
14.1 We each undertake that we will not (and we have also imposed binding obligations on the Providers for them not to) at any time during the Contract, and for a period of 3 years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by ause 14.2.
14.2 We each may disclose the other's confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or Providers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
15.1 Without limiting any other rights, the performance of the Services may be suspended, or terminated with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so; or
(b) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business.
15.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
16.2 If an Event Outside Our Control takes place that affects the delivery of the Services:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) obligations to deliver the Services under the Contract will be suspended and the time for delivery will be extended for the duration of the Event Outside Our Control. A new delivery date will be confirmed after the Event Outside Our Control is over.
16.3 You may cancel an Order affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred in performing the Services up to the date of the occurrence of the Event Outside Our Control.
You must not attempt to procure services that are competitive with the Services from any of our Providers, employees or consultants, whether as an employee or on a freelance basis. You shall not enter into an arrangement with any Provider who you come into contact with through our Platform or Services without our prior written consent which shall only be given by us subject to your paying us an one-off fee, by way of liquidated damages, in the sum of, £5,000.
18.1 When we refer to "in writing" in these Terms, this includes email.
18.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered through the communication channel on our website or emails to us.
18.3 A notice or other communication is deemed to have been received:
(a) If delivered via the communication channel on our website, when accessed by the recipient and in any case within 24 hours; or
(b) if sent by email, at 9.00 am the next working day after transmission.
18.4 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
19.1 Assignment and transfer
(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you by posting on this webpage if this happens.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
19.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
19.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
19.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
19.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
19.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.