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 (each or together referred to as the Platform).
1.2 Contacting us. To contact us, use the contact 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 clause 17.2.
2.1 Our contract. These terms and conditions (Terms) apply to the supply of services (Services) by you as our trusted service provider (You or Provider) to clients (Clients) who place an order for services (Order) through the Platform. 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 couple with the Order form the entire agreement between you and us, and you and a Client (as the case may be) 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. The Platform makes available two types of Services, namely:
marketplace services (Marketplace) whereby the Clients can submit a request for project or service required (Request) and multiple Providers may respond to the request by making a bid (Bid). The Clients can then place an Order with their selected Provider; and
fixed price services (Fixed Price Services) whereby detailed description, scope and deliverables of the Services are displayed and once a Client places an Order, we will notify pre-approved Providers for the relevant Service.
3.2 Marketplace. When a Request is submitted, we will in our discretion decide to approve or reject the posting of the Request. The Client may select any Provider at their discretion or choose not to accept a Bid from any of the Providers. When a Client chooses to accept your Bid and places an Order with you as their selected Provider through Marketplace, unless you reject the Order within 1 working day, you are entering into a direct contractual relationship with the Client whom you will be liable to for the delivery of the Services as set out in the Request. A Request will be visible to all Providers for 90 days, unless a short period is specified by the Client, after which if no Order is confirmed in relation to such Request, it will be taken down. 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 a Client places an Order for Fixed Price Services, if you are one of the pre-approved Providers for that particular Service, you will be able to choose to accept the Order unless another pre-approved Provider accepted the Order before you. Once you accept the Order, you will be responsible for delivering the Service and ensuring the quality of the Service.
4.1 For Fixed Price Services, you will receive notification when an Order is placed for Services where you are a pre-approved Provider. You may accept it at your discretion unless and until another Provider has accepted the Order before you. We will then send an email to the Client to confirm the Order (Order Confirmation). For Marketplace, if a Client chooses to accept your Bid and has made payment to us, we will notify you accordingly. Unless you notify us within 1 working day that you no longer wish to accept the Order, the Contract between you and the Client will come into existence.
4.2 Once the Order is accepted in accordance with clause 4.1, you are responsible for delivering the Services in accordance with the specifications and timeline agreed in the Order. 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 the Client.
5.1 A Client may cancel an Order anytime before an Order is confirmed either by us sending an Order Confirmation for Fixed Price Services, or before the lapse of time for Marketplace in accordance with clause 4.1.
5.2 If a Client decides to cancel an Order before an Order is confirmed or we, in our sole discretion, allows a Client to cancel after an Order is confirmed, we will notify you as soon as possible and the Contract shall be cancelled upon such notification. We will not permit a cancellation of Order once you commence work on delivering the Services, unless a fee proportionate to the work is paid or we otherwise agree in writing with you.
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 clause 6.3), the Services will be provided to the Clients in accordance with the specification for the Services appearing on our website at the date of an Order Conformation in all material respects for Fixed Price Services. You must raise any concerns or changes required in relation to the specification before you accept an Order. For Marketplace, the Services will be provided to the Client in accordance with the 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. You undertake to provide the Services using reasonable care and skill. You acknowledge that you are directly responsible to the Client for delivery of the Services to their specification and timeline. We reserve the right to supervise your delivery of Services where it is required in our view to provide best Client experience.
6.5 Time for performance. You undertake to use all reasonable endeavours to meet any delivery timeline specified in the Order Confirmation. Failure to perform the Services by such dates which are attributable to the Provider will result in a reasonable level of discount being applied as compensation to the Client.
7.1 In consideration of you providing the Services, you will receive a fee (Fee) equal to (1) 70% of the total amount charged to the Client (Charges) for Fixed Price Servies and (2) 80% of the Charges for Marketplace in accordance with this clause 7, and we are retaining the difference (Our Fee) to cover our commission and payment processing fees, subject to, in both cases, where Our Fee is less than £5, then your Fee will be reduced accordingly to ensure we receive the minimum fee of £5. The Charges are the prices quoted on our site at the time when an Order is submitted for Fixed Price Services, or the amount agreed between you and the Client for Marketplace. If you and the Client agree to any change in the scope of the Services subsequently, we will modify the Charges accordingly. All amounts referred hereto are exclusive of VAT.
7.2 We may operate promotional schemes from time to time across the Platform. Where the promotional discount applies to you and us proportionately, or where the split is not to your disadvantage, we do not need your consent.
7.3 If a dispute arises with a Client after you have received your Fees, and having investigated the matter, we decide, acting reasonably, to offer a partial or full refund to the Client, you shall be obliged to return the relevant portion of the Fees accordingly. We reserve the right to set off against future payments due to you if there is amount outstanding from you as a result.
7.4 It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. It is your responsibility to check before you accept an Order. It may not be possible for us to cancel the Order or amend the Charges with the Client after you have accepted an Order in accordance with clause 4.1. However, we will use our reasonable endeavour to communicate with the Client and find a fair and reasonable solution for all involved where possible.
8.1 You will receive payment of the Fee once we have confirmation that the Services have been delivered and the Client has confirmed release of the payment, or in any case, within 14 days of the delivery of Services, unless the Client notifies us that they are not satisfied with the Services.
8.2 Where instalment payment option is available, they will be paid after the relevant milestones in the same way as described in clause 8.1.
If a problem arises or a Client is dissatisfied with the Services and raise a complaint with us with supporting information and documentation, we will investigate and may contact you for information. We reserve the final determination right on all complaints and disputes between the Clients and Providers regarding all Services.
All intellectual property rights existing prior to and independent of this Contract shall continue to be owned by the Client and the Provider respectively (Background IP). You agree to assign to the Client all additional intellectual property rights created as part of the Services. You further agree to grant the Client a non-exclusive licence regarding the relevant Background IP to enable the Client 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 you.
11.1 We will use any personal information you provide to us to:
Enable your use of the Platform and the provision of the Services;
process payment; and
inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
12.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; and
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.2 Subject to clause 12.2, we are not liable to each other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of or damage to goodwill; and
any indirect or consequential loss.
12.3 Subject to clause 12.2, our total liability to each other 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.
12.4 You are giving commitments as to compliance of the Services with the relevant specification in clause 6.2 to both us and the Client and you acknowledge that the Client may have a direct claim against you in relation to the Services you provide.
12.5 This clause 12 will survive termination of the Contract.
13.1 We each undertake that we will not 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, or any confidential information in relation to the Clients you have come into contact with, except as permitted by clause 13.2.
13.2 We each may disclose the other's confidential information:
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
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 Each of us may only use the confidential information for the purpose of fulfilling our respective obligations under the Contract.
14.1 Without limiting any other rights, the Contract may be suspended, or terminated with immediate effect by giving written notice to you if:
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
you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business.
14.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
15.1 Neither of us will 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).
15.2 If an Event Outside Our Control takes place that affects the delivery of the Services:
you undertake to notify us as soon as reasonably possible; and
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.
15.3 We may cancel the Order affected by an Event Outside Our Control which has continued for more than 30 days. If an Order is cancelled and we are able to retain a portion of the Charges that represents a reasonable amount to proportionate to the Services already performed up to the date of the occurrence of the Event Outside Our Control, we will make a payment of the Fees to you accordingly.
You must not attempt to deal with the Client or any of its employees, consultants or business associates without our involvement. You shall not enter into an arrangement with any Client 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, £10,000.
17.1 When we refer to "in writing" in these Terms, this includes email.
17.2 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.
17.3 A notice or other communication is deemed to have been received:
If delivered via the communication channel on our website, when accessed by the recipient and in any case within 24 hours; or
if sent by email, at 9.00 am the next working day after transmission.
17.4 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
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 (or through other suitable means of communication) if this happens.
You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
18.2 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).
18.3 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.
18.4 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.
18.5 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.