TERMS

Welcome to our website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our Privacy Policy govern The Curious Way Ltd’s relationship with you in relation to this website.

 

The term ‘The Curious Way Ltd’, ‘the company’, or ‘us’ or ‘we’ refers to the owner of the website whose registered office is 5 Claremont Bank, Shrewsbury, SY1 1RW. Our company registration number is 07207075. The term ‘you’ refers to the user or viewer of our website.

 

 

USE OF THIS WEBSITE

 

The use of this website is subject to the following terms of use:

 

The content of the pages of this website is for your general information and use only. It is subject to change without notice.

 

Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose.

 

You acknowledge that such information and materials may contain inaccuracies or errors, and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

 

Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.

 

 

INTELLECTUAL PROPERTY

 

This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.

 

All trademarks reproduced in this website, which are not the property of or licensed to the operator, are acknowledged on the website.

 

Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.

 

 

LINKS TO OTHER WEBSITES

 

From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).

You may not create a link to this website from another website or document without The Curious Way Ltd’s prior written consent.

 

 

GOVERNING LAW

 

Your use of this website and any dispute arising out of such use of the website is subject to the laws of England and Wales.

 

 

WEBSITE DISCLAIMER

 

The information contained in this website is for general information purposes only. The information is provided by The Curious Way Ltd and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

 

In no event will we be liable for any loss or damage, including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website.

 

Through this website, you are able to link to other websites which are not under the control of The Curious Way Ltd. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorsement of the views expressed within them.

 

Every effort is made to keep the website up and running smoothly. However, The Curious Way Ltd takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.

 

 

TERMS & CONDITIONS OF SERVICE

 

These Terms & Conditions govern the purchase and provision of our services. By purchasing services from us, accepting a quotation, signing a Service Agreement, Statement of Work or Retainer Agreement, or making a payment, you agree to be bound by these Terms & Conditions of Service.

 

 

1. INTERPRETATION

 

1.1 “The Company”, “we”, “us”, “the Agency” or “our” means The Curious Way Ltd (company registration number 07207075), registered office at 5 Claremont Bank, Shrewsbury, Shropshire, SY1 1RW.

 

1.2 “The Client” means the person, firm or organisation purchasing services from the Company.

 

1.3 Contract” means the agreement between the Company and the Client comprising any proposal, Service Agreement, quotation and/or Statement of Work (“SoW”) and/or Retainer Agreement and/or Hosting Agreement together with these Conditions. Where a proposal is issued and accepted, it forms part of the Contract and any specific terms contained within it (including minimum term, fees, and scope of services) shall be binding on both parties. Where no Statement of Work has been issued, all references to the Statement of Work or SoW in these Conditions shall be read as references to the applicable Proposal, Service Agreement, or other written agreement between the parties. Where no such document exists, these Conditions shall govern the engagement in their entirety.

 

1.4 “Statement of Work” or “SoW” means the schedule issued or agreed between the parties describing the specific services, deliverables, timelines and fees applicable to a particular project.

 

1.4a “Service Agreement” means the document issued by the Company to the Client confirming the engagement and incorporating the proposal and these Conditions. Acceptance of a Service Agreement (whether by signature, electronic execution, or payment) constitutes binding acceptance of these Conditions.

 

1.4b “Proposal” means any proposal, quote, or scoping document issued by the Company to the Client setting out the specific services, deliverables, fees, minimum term and other relevant details applicable to a particular engagement. The proposal forms part of the Contract upon acceptance. Where a proposal is revised or updated prior to acceptance, the most recently issued version shall supersede all previous versions and shall be the binding proposal for the purposes of the Contract. It is the Client’s responsibility to ensure they have reviewed the most recent version prior to instructing the Company to proceed.

 

1.5 “Retainer Agreement” means a written agreement between the Company and the Client setting out recurring services to be provided under a fixed fee arrangement for a specified period. The terms of any Retainer Agreement shall take precedence over these Conditions in respect of the retainer services to the extent of any conflict.

 

1.6 “Retainer Services” means recurring services to be provided by the Company to the Client under a Retainer Agreement.

 

1.7 “Hosting Agreement” means a written agreement between the Company and the Client setting out the terms for website hosting, domain management, SSL certificates, and related services. The terms of any Hosting Agreement shall take precedence over these Conditions in respect of hosting services to the extent of any conflict.

 

1.8 “Hosting Services” means website hosting, server maintenance, domain management, SSL certificate provision, backups, security updates, and related technical services provided by the Company to the Client under a Hosting Agreement.

 

1.9 If there is any conflict between these Conditions and the SoW, Retainer Agreement, Hosting Agreement, Service Agreement or Proposal, the SoW, Retainer Agreement, Hosting Agreement, Service Agreement or Proposal shall prevail only to the extent of that conflict.

 

1.10 These Conditions apply to all Contracts to the exclusion of any other terms unless varied in writing and signed by a Director of the Company.

 

 

2. BASIS OF CONTRACT

 

2.1 Acceptance of a quotation, Service Agreement, SoW, Retainer Agreement, Hosting Agreement, instruction to proceed or payment of any deposit constitutes binding acceptance of these Conditions.

 

2.2 No terms of the Client shall apply unless expressly agreed in writing by the Company.

 

2.3 Any variation to the Contract shall be effective only if confirmed in writing by both parties.

 

2.4 The Client acknowledges that it has not relied on any oral or written representations, statements or advice not expressly set out in this Contract.

 

2.5 These Conditions are intended to apply to business-to-business contracts. By entering into a Contract with the Company, the Client confirms that they are acting for the purposes of a business, trade, craft or profession.

 

 

3. QUOTATIONS, STATEMENTS OF WORK AND VARIATIONS

 

3.1 Each SoW and/or Retainer Agreement and/or Proposal and/or Service Agreement and/or Hosting Agreement forms part of this Contract and is subject to these Conditions unless expressly varied in the SoW, Retainer Agreement, Proposal, Service Agreement or Hosting Agreement.

 

3.2 Quotations remain valid for thirty (30) days from the date of issue.

 

3.3 The Company may correct clerical or typographical errors without liability.

 

3.4 The Client is responsible for ensuring that all specifications, requirements, briefs and content contained in any SoW, Retainer Agreement, Hosting Agreement, Proposal, Service Agreement or order are accurate, complete and fit for purpose.

 

3.5 The Company shall use reasonable endeavours to meet agreed timescales, but time shall not be of the essence. Unless otherwise stated, all project timelines refer to working weeks only and exclude public holidays, bank holidays, and periods when the Company is closed. All timelines are estimates and may be subject to change, including as a result of delays caused by the Client in providing feedback, approvals, access, or required materials.

 

3.6 Any work, revisions, additional services or functionality not expressly described in the SoW, Retainer Agreement, Hosting Agreement, Proposal or Service Agreement shall be treated as out of scope and subject to a separate quotation or Change Order signed by both parties. Unless otherwise stated in the applicable SoW/Service Agreement/Proposal, projects include two (2) rounds of amends per design or delivery phase. Additional amends beyond the included rounds, any change in direction, or amends requested after sign-off will be charged at the Company’s applicable hourly rate or re-scoped as a separate project.

 

3.7 Requests for changes to the agreed scope of work must be submitted in writing and shall be assessed by the Company. The Client acknowledges that any changes may result in additional fees and/or extended timelines.

 

3.8 For website hosting services, unless expressly stated otherwise in the Hosting Agreement or SoW, hosting services exclude: content updates, design changes, new functionality, email hosting, and any work required to remediate issues arising from the Client’s compromised devices, accounts, or security practices. Such work will be chargeable separately.

 

 

4. PRICES AND EXPENSES

 

4.1 Prices and payment stages shall be as set out in the SoW, Retainer Agreement, Proposal, Service Agreement or Hosting Agreement, unless otherwise agreed in writing.

 

4.2 All prices are quoted exclusive of VAT and other applicable taxes, duties and levies, which shall be payable by the Client at the prevailing rate.

 

4.3 The Client shall reimburse all reasonable and properly incurred travel, accommodation and third-party costs incurred in the execution of the Contract. Mileage is charged at £0.40 per mile unless otherwise stated.

 

4.4 External supplier costs (including but not limited to stock photography, fonts, plugins, advertising spend, and third-party tools) may attract a management fee unless otherwise stated in the SoW, Proposal, Service Agreement or Retainer Agreement.

 

4.5 Additional unforeseen costs outside the Company’s reasonable control shall be chargeable with prior notice to the Client wherever reasonably practicable.

 

4.6 Work will not commence until the required deposit specified in the SoW or quotation has cleared in the Company’s bank account, unless otherwise stated in the applicable Service Agreement, Retainer Agreement or Proposal.

 

4.7 Where commencement of work is delayed by more than sixty (60) days from receipt of deposit due to Client delay, inaction or change in requirements, the Company may require a revised quotation and/or additional deposit before recommencing work.

 

4.8 For long-term or retainer arrangements, the Company may adjust rates annually or on renewal to reflect inflation, changes in operating costs, or market rates by giving thirty (30) days’ written notice.

 

4.9 For Retainer Services, the Client agrees to pay the fixed monthly (or other agreed interval) fee in accordance with the payment terms specified in the Retainer Agreement. Payment for Retainer Services is due within the number of days stated in the Retainer Agreement. Where no specific payment period is stated, payment is due within fourteen (14) days of the date of invoice. Unless otherwise agreed in writing, the retainer term and fee structure cannot be reduced without the Company’s written agreement.

 

4.10 Unless otherwise agreed in writing, invoices for Retainer Services will be issued on the first day of each calendar month.

 

4.11 For Retainer Services, the retainer fee secures the Company’s availability and commitment of resources over the agreed term, and does not guarantee a fixed or equal amount of work in each month or period. The Company will allocate time and prioritise tasks based on project needs, strategic value, workload, and Client responsiveness. Tasks may be rescheduled within or between reporting periods to ensure the best outcomes for the Client.

 

 

5. DELIVERABLES AND INTELLECTUAL PROPERTY

 

5.1 Deliverables are those described in the applicable SoW, Retainer Agreement, Service Agreement or Proposal.

 

5.2 All intellectual property rights in any work produced (including but not limited to designs, code, copy, strategy documents, creative concepts and materials) remain vested in the Company until payment in full of all invoices relating to that work.

 

5.3 Upon full payment, ownership of final deliverables (excluding underlying materials, pre-existing intellectual property, stock assets, code libraries, third-party tools, and open-source components) transfers to the Client for the purposes agreed in the Contract.

 

5.4 Preliminary designs, drafts, rejected concepts, source files, working documents and any work not specified as a deliverable remain the property of the Company.

 

5.5 The Company reserves the right to disable, withhold access to, or suspend delivery of any deliverables or services (including websites, hosting, and digital assets) in the event of non-payment or material breach of this Contract.

 

5.6 The Company asserts its moral right to be identified as the author of its work in accordance with the Copyright, Designs and Patents Act 1988.

 

5.7 The Company may include a discreet credit line or hyperlink in the footer of any website or digital deliverable it creates, identifying The Curious Way Ltd as the creator, unless otherwise agreed in writing.

 

5.8 Where the Company uses third-party code, open-source libraries or licensed components in any deliverable, the Client agrees to comply with any applicable third-party licences. The Company shall use reasonable endeavours to inform the Client of any such licence restrictions.

 

5.9 The Client warrants that all materials, content, data, images, copy and other information supplied to the Company are lawful, accurate, do not infringe any third-party rights (including intellectual property, privacy or data protection rights) and may be lawfully used for the purposes of the Contract. The Client shall indemnify the Company against all losses, claims, costs and expenses arising from any breach of this warranty.

 

 

6. ACCEPTANCE OF WORK

 

6.1 Acceptance occurs on the earlier of:

(a) written or verbal approval of the deliverable by the Client;
(b) use, publication, or deployment of the deliverable by the Client; or
(c) five (5) business days after delivery if no written rejection specifying objective, material defects has been received by the Company.

 

6.2 Once work is accepted (whether expressly or deemed accepted), the work is conclusively deemed satisfactory and the Client has no right to dispute the work, request further amendments or withhold payment.

 

6.3 Where the SoW specifies staged approval, testing or sign-off, acceptance of each stage shall occur upon the criteria stated in that SoW being met or deemed met in accordance with clause 6.1.

 

 

7. PAYMENT TERMS

 

7.1 Payment terms are as set out in the SoW, Retainer Agreement, Proposal, Service Agreement or Hosting Agreement, unless otherwise agreed in writing.

 

7.2 Unless otherwise stated in the SoW, Proposal, Service Agreement or Retainer Agreement, the Client shall pay a 50% non-refundable deposit before commencement and the balance in stages as specified in the SoW. Typical payment structures include:

(a) 50% deposit, 50% on completion; or
(b) 50% deposit, 25% on design sign-off, 25% on delivery of a working testing site; or

Where payment is structured in accordance with clause 7.2(b), the final payment becomes due upon delivery of a working testing site, defined as a fully functional website that includes all pages and features outlined in the applicable SoW, contains all content provided by the Client up to the point of delivery, is technically operational across specified browsers and devices, and is ready for Client review and testing. The final payment is not contingent upon any outstanding content not yet provided by the Client, any subsequent content changes or amendments requested by the Client, or the Client’s approval status of content or design elements. Any content still to be added or amends requested after delivery of the testing site do not delay or affect the payment obligation.

 

Payment of each stage must be received and cleared before the Company will proceed to the next stage or release deliverables from the previous stage.

 

7.3 Invoices are due for payment on the date stated on the invoice (typically upon receipt or within a specified number of days).

 

7.4 The Client may not withhold, deduct or set off any payment against sums in dispute or any alleged counterclaim.

 

7.5 The Company may suspend all services and work where any amount remains unpaid for seven (7) days after the due date. Any resulting delay, loss or cost arising from such suspension is the Client’s responsibility and the Company shall not be liable for the same.

 

7.6 A late-payment charge of £100 per week or statutory interest at 8% per annum above the Bank of England base rate (whichever is greater) may be applied to overdue invoices, together with recovery costs.

 

7.7 All fees, deposits and retainer payments are non-refundable due to the bespoke, time-intensive and creative nature of the Company’s services. Payments cover time, resources, intellectual property, opportunity cost and commitments incurred by the Company whether or not the work is ultimately used, published or completed by the Client. This applies to deposits, stage payments, retainer fees and all other sums paid.

 

7.8 The Company may recover all reasonable legal, debt collection and enforcement costs (including solicitors’ fees and court costs) incurred in recovering any unpaid sums.

 

7.9 All payments shall be made by bank transfer to the Company’s nominated bank account. For recurring payments, the Client may alternatively set up a standing order or, where a GoCardless link has been provided by the Company, a Direct Debit. Payment details will be provided on each invoice. The Company does not accept cash or cheque payments.

 

 

8. DISPUTE PROCEDURE

 

8.1 Any invoice or deliverable disputed by the Client must be notified to the Company in writing within seven (7) days of receipt, with detailed reasons and supporting evidence.

 

8.2 All undisputed sums remain payable when due in accordance with clause 7.

 

8.3 The Company may suspend work until all outstanding and undisputed sums are paid in full.

 

 

9. TERMINATION

 

9.1 Either party may terminate the Contract immediately by written notice if the other party:

(a) commits a material breach of the Contract which is not remedied within seven (7) days of written notice;
(b) becomes insolvent, enters administration, receivership or liquidation, or ceases trading; or
(c) is subject to a change of control or ownership which materially affects its ability to perform the Contract.

 

9.2 On termination for any reason, the Client shall pay immediately for:

(a) all work performed to the date of termination (whether or not delivered);
(b) all committed costs, expenses and liabilities incurred or committed by the Company (including third-party costs, advertising spend, and subcontractor fees); and
(c) any amounts set out in the applicable SoW, Retainer Agreement, Proposal, Service Agreement or Hosting Agreement in respect of early termination, website transfer, or migration fees.

 

9.3 Where a Retainer Agreement, Service Agreement or other written agreement specifies a notice period, that notice period shall apply. For Marketing Retainer Services, the notice period after the expiry of the initial minimum term is thirty (30) days’ written notice, as set out in clause 21A.2, and clause 21A shall prevail over this clause in respect of Marketing Retainer Services. Where no notice period is specified in the applicable agreement, the following default periods apply: (a) hosting arrangements and ongoing support services require ninety (90) days’ written notice from either party; and (b) all other retainer or recurring service arrangements require thirty (30) days’ written notice from either party. Where an initial minimum term applies, termination during that term is only permitted in accordance with clause 9.1. All fees for the notice period and any remaining minimum term shall be payable in full.

 

9.4 The Company may terminate the Contract without liability if the Client has supplied false, misleading, inaccurate or incomplete information, or if the Client breaches its obligations under clauses 5.9, 10, 12, 13 or 14.

 

9.5 Termination shall not affect accrued rights, obligations or liabilities of either party.

 

9.6 Clauses relating to confidentiality, intellectual property, payment, limitation of liability, indemnity, data protection and governing law shall survive termination or expiry of this Contract.

 

 

10. CLIENT RESPONSIBILITIES AND COOPERATION

 

10.1 The Client acknowledges that the timely and successful delivery of the Company’s services is dependent upon the Client’s full and timely cooperation.

 

10.2 The Client shall:

(a) provide all content, copy, materials, images, data, approvals, briefings, feedback, logins, access credentials and other information reasonably required by the Company promptly;
(b) respond to requests for decisions, approvals or clarifications within five (5) business days unless otherwise agreed in writing in the applicable SoW, Service Agreement or Proposal;
(c) nominate a single point of contact with appropriate authority to make decisions and provide approvals on behalf of the Client;
(d) ensure that all materials, information and instructions provided to the Company are accurate, complete, lawful and fit for purpose;
(e) notify the Company immediately of any changes to requirements, personnel, contact details or other matters relevant to the Contract;
(f) ensure that any Client-controlled systems, platforms, accounts or third-party services required for the work are accessible and functioning;
(g) comply with all reasonable requests and recommendations made by the Company;
(h) where website hosting services are provided, refrain from updating plugins, themes, or CMS software themselves unless expressly agreed in writing, and acknowledge that any issues arising from unauthorised updates by the Client will be chargeable at the Company’s hourly rate; and

(i) maintain appropriate security practices for their own devices, accounts, and credentials (including using strong passwords and keeping software updated), and acknowledge that the Company is not responsible for issues arising from compromised Client devices or accounts.

(j) where the Company provides tracking setup or configuration support on a website not owned or hosted by the Company, the Client acknowledges that any such support is provided as guidance only. The Client is solely responsible for the correct implementation, configuration, and ongoing maintenance of any tracking by themselves or any third party.

(k) where the Company uses images, videos, or other media within designs, mockups, or testing sites, the Client acknowledges that such assets are for placeholder and mock-up purposes only and are not intended for final use unless explicitly agreed in writing. It is the Client’s responsibility to provide and replace all placeholder content with their own approved assets prior to launch or final delivery.

(l) provide and maintain access to all platforms, accounts, and systems necessary for the Company to deliver services, and restore any revoked or expired access promptly. The Company shall not be liable for delays or failures in delivery caused by the Client’s failure to maintain or restore such access.

 

10.3 Delays caused by the Client’s failure to comply with clause 10.2 may lead to:

(a) extended timelines with no liability on the Company;
(b) additional charges if the Company’s resources remain committed or additional work is required;
(c) suspension of work until the required materials or approvals are provided; and/or
(d) termination of the Contract in accordance with clause 9.

 

10.4 The Client remains solely responsible for:

(a) making final decisions on the use, implementation and application of the Company’s work, advice and deliverables;
(b) ensuring that deliverables are fit for the Client’s intended purpose;
(c) achieving any business results or benefits that require action or implementation by the Client; and
(d) compliance with all applicable laws, regulations and industry standards in the use or deployment of deliverables.

 

10.5 Where the Company has developed a website for the Client, post-launch support is limited to resolving bugs directly attributable to the website build. Such support will only be available within fourteen (14) days of the website going live. Any modifications, updates, changes, or issues arising after this period, or which are not directly related to the original build, will be treated as additional work and quoted separately.

 

10.5a Ongoing maintenance, updates, and support beyond the post-launch bug fix period described in clause 10.5 are not included in any project-based Contract. Such services may be arranged separately under a Hosting Agreement, Retainer Agreement, or other written service agreement between the parties.

 

10.6 For Retainer Services, where work cannot be completed within the agreed term or rolling period due to the Client’s failure to provide timely information, content, approvals, or access, such work will be considered complete and fulfilled at the end of that period. The Company is not obligated to carry forward, make up, or rush incomplete work into a subsequent period. No refunds, credits, or additional work will be provided in respect of work that could not be completed due to Client delays. Upon termination of a Retainer Agreement or Marketing Retainer Services, any work in progress will be delivered in its current state at the agreement end date, with no grace period or extension unless separately agreed in writing.

 

 

11. THIRD-PARTY SERVICES, PLATFORMS AND DEPENDENCIES

 

11.1 The Company’s services may involve the use of, integration with, or reliance upon third-party platforms, services, tools, APIs, hosting providers, content delivery networks, advertising platforms (including but not limited to Meta/Facebook, Google, TikTok, LinkedIn), payment gateways, plugins, software libraries and other external dependencies (“Third-Party Services”).

 

11.2 The Client acknowledges and agrees that:

(a) the performance, availability, functionality and cost of Third-Party Services are outside the Company’s control;
(b) Third-Party Services are subject to the terms, policies, pricing, algorithms and availability determined by the third-party provider;
(c) third-party providers may change, suspend, withdraw, deprecate or discontinue their services, features, APIs, pricing or terms at any time without notice;
(d) the performance of digital marketing campaigns, advertising, SEO and similar services is dependent on third-party algorithms, platform policies, audience behaviour and external market factors which the Company cannot control or guarantee; and
(e) the Company is not responsible for, and shall have no liability for, any failures, changes, costs, downtime, data loss, performance issues or discontinuation of any Third-Party Service.

 

11.3 The Company is not responsible for failures, changes or discontinuation of any Third-Party Services, including but not limited to hosting providers, domain registrars, email services, content management systems, ecommerce platforms, plugins, or advertising platforms.

 

11.4 Where a Third-Party Service fails, changes or is discontinued, the Company shall use reasonable endeavours to notify the Client and, if requested and agreed, may provide alternative solutions on terms to be agreed (which may include additional costs).

 

11.5 The Client is responsible for maintaining its own accounts, subscriptions, licences and compliance with Third-Party Service providers, unless the Company has expressly agreed in writing to manage such accounts on the Client’s behalf under a support or retainer arrangement.

 

11.6 SSL Certificates and Security Services

(a) Where the Company provides SSL certificates as part of hosting or other services, SSL certificates are tied to the applicable hosting service and will cease when hosting ends.

(b) SSL certificates are paid annually in advance and are non-refundable. If services are cancelled partway through a certificate term, no refund will be provided for unused months.

(c) Paid SSL certificates may include warranty coverage from the Certificate Authority, which protects end users against errors made by the Certificate Authority in issuing the certificate. Such warranties do not cover security breaches caused by weak passwords, outdated software, malware, vulnerabilities in the website itself, or other factors outside the Certificate Authority’s control.

(d) Free SSL certificates do not include warranty coverage.

(e) The Company is not liable for security breaches that are outside its reasonable control. The Client is responsible for maintaining good security practices, including keeping login credentials secure.

 

11.7 Domain Registration and Management

(a) Where the Company manages domain registration and renewal on behalf of the Client, the Company will handle registration, annual renewals, and DNS management as specified in the Hosting Agreement or SoW.

(b) Domain renewal invoices must be paid by the due date specified. If a renewal invoice is not paid, the domain may expire and enter a redemption period (where recovery may be possible but costly) or become available for public registration. The Company cannot guarantee recovery of expired domains and is not responsible for any loss arising from non-payment of renewal invoices.

(c) Domain pricing is set by domain registrars and registries and is outside the Company’s control. Prices may vary depending on the domain extension and are subject to change.

(d) Where the Client manages their own domain, the Client is responsible for ensuring renewals are kept up to date, and DNS settings are correctly configured. The Company is not responsible for service interruptions caused by expired domains or incorrect DNS settings managed by the Client.

(e) If the Client requires assistance with domain management (including DNS updates or troubleshooting), such work will be charged separately.

 

 

12. SERVICE LEVELS, PERFORMANCE AND REPORTING

 

12.1 The Company shall exercise reasonable skill and care in performing the services, but gives no warranty, guarantee or representation that deliverables, campaigns, websites, marketing activities or any other services will achieve particular commercial results, sales, leads, traffic, rankings, conversions or other business outcomes.

 

12.2 The Client acknowledges that the performance of digital marketing services (including but not limited to advertising, SEO, content marketing, social media marketing and email marketing) depends on numerous factors outside the Company’s control, including but not limited to:

(a) third-party platform algorithms, policies and changes;
(b) market conditions, competition and audience behaviour;
(c) the quality, accuracy and timeliness of content and materials provided by the Client;
(d) advertising budgets and bid strategies;
(e) website performance, user experience and technical factors; and
(f) external events, trends and economic conditions.

 

12.3 Where specific KPIs, targets or performance metrics are agreed in a SoW, Proposal, Service Agreement or Retainer Agreement, the Company shall use reasonable endeavours to achieve them, but they are provided as goals or estimates only and do not constitute binding commitments or guarantees. The Company’s obligation is to perform the services with reasonable skill and care, not to achieve specific outcomes.

 

12.4 For Retainer Services and ongoing campaigns, the Company shall provide reporting in the format, frequency and detail specified in the Retainer Agreement/Service Agreement or as otherwise agreed. Reports are provided for information purposes and to demonstrate activity; they do not constitute warranties or guarantees of future performance.

 

12.5 The Company shall use reasonable endeavours to ensure that its creative work and marketing services comply with the Advertising Standards Authority (ASA) Code, relevant platform policies, and applicable advertising regulations. However, the Client remains ultimately responsible for ensuring that its advertising, marketing materials and business practices comply with all applicable laws and regulations, including but not limited to consumer protection law, advertising standards, sector-specific regulations and professional codes of conduct.

 

12.6 The Company does not provide legal, regulatory, compliance, financial, medical or other professional advice. The Client must not rely on the Company’s services as a substitute for professional advice and should seek independent professional advice where appropriate.

 

12.7 Where hosting services include backup provisions, the Company shall use reasonable endeavours to maintain backups as specified in the Hosting Agreement or SoW. However, the Company does not guarantee that backups will be successful, complete, or restorable in all circumstances. The Client remains solely responsible for maintaining their own independent backups of all critical data and content.

 

12A. USE OF ARTIFICIAL INTELLIGENCE AND TECHNOLOGY-ASSISTED TOOLS

 

12A.1 The Company may use artificial intelligence tools and technology-assisted platforms (“AI Tools”) in the provision of its services. This may include, but is not limited to, the use of AI Tools for:

(a) drafting, editing or refining written content, copy, strategies and recommendations;

(b) research, summarisation and information gathering;

(c) digital marketing planning, paid media support and campaign optimisation;

(d) design assistance, image generation and visual content creation;

(e) transcription and note-taking during meetings and calls (see also clause 13.4); and

(f) any other area where AI Tools assist in the efficient and effective delivery of services.

 

12A.2 Where AI Tools are used in the production of any deliverable, the Company shall ensure that all such work is subject to meaningful human review and editorial input by a suitably qualified member of the Company’s team or an engaged subcontractor (in accordance with clause 17) before delivery to the Client. AI Tools are used as an assistive resource and do not replace the professional judgement, skill and oversight applied by the Company’s personnel. The fees charged by the Company reflect the expertise, strategic input, professional judgement and quality assurance applied by its team, not solely the tools used in production.

 

12A.3 The Company does not warrant that content produced with the assistance of AI Tools is free from inaccuracy, error or bias. The Client is responsible for reviewing all deliverables prior to publication or use, and the Client’s acceptance of any deliverable (whether express or deemed in accordance with clause 6) shall constitute confirmation that the Client is satisfied with the deliverable for its intended purpose.

 

12A.4 The Company shall use reasonable endeavours to ensure that its use of AI Tools does not infringe third-party intellectual property rights. However, the legal landscape governing AI-generated content and intellectual property continues to evolve, and the Company makes no warranty as to the ownership, originality or intellectual property status of any AI-assisted output. The Client warrants that it will carry out its own assessment of any such risks prior to publication or commercial use.

 

12A.5 The Company does not guarantee that its use of AI Tools will comply with any future legislative or regulatory requirements specific to the Client’s sector or jurisdiction. The Client remains solely responsible for ensuring that all published content, including AI-assisted content, complies with applicable advertising standards (including the ASA and CAP Codes), platform policies and any AI transparency obligations relevant to their business and the territories in which their content is used.

 

12A.6 Whether or not AI Tools have been used in producing a particular deliverable is an internal operational matter. The Company is under no general obligation to disclose this to the Client on a project-by-project basis, unless:

(a) expressly required to do so by applicable law or regulation; or

(b) otherwise agreed in writing with the Client.

 

12A.7 Where the Company uses third-party AI platforms in the delivery of services, the Client acknowledges that such platforms are subject to their own terms of service and data handling practices. The Company shall take reasonable care when inputting Client information into AI Tools, but the Client is advised not to supply sensitive personal data, commercially confidential information, or regulated data to the Company specifically for use in AI-assisted workflows without prior written agreement on appropriate handling. The parties acknowledge that AI Tools may not be used to make or solely inform automated decisions about individuals in a manner that engages obligations under applicable data protection law, including the Data (Use and Access) Act 2025, without appropriate safeguards being in place.

 

12A.8 Nothing in this clause limits the Company’s obligations under clause 22 (Professional Standards and Staffing) or the Client’s rights under clause 6 (Acceptance of Work).

 

12A.9 Where the Client supplies content, copy or other materials to the Company that have been created or generated with the assistance of AI Tools, the Client warrants that such materials are lawful, accurate and do not infringe any third-party rights, and accepts sole responsibility for ensuring they comply with all applicable laws, advertising standards and regulatory requirements. The Company is under no obligation to verify, audit or disclose the origin of Client-supplied materials.

 

 

13. CONFIDENTIALITY

 

13.1 Each party shall keep confidential all proprietary, commercially sensitive or confidential information disclosed by the other party during the term of the Contract or in negotiations leading to it, except:

(a) information that is or becomes in the public domain through no fault of the receiving party;
(b) information lawfully obtained from a third party without restriction;
(c) information already in the receiving party’s possession before disclosure; or
(d) information required to be disclosed by law, regulation or court order (provided that reasonable notice is given to the disclosing party where legally permissible).

 

13.2 The Company may reference completed work for marketing, portfolio, case study or promotional purposes (including on its website, social media, presentations and proposals) unless the Client objects in writing.

 

13.3 The Client shall not disclose the Company’s pricing, methodologies, proprietary processes, internal documents, proposals or confidential materials to any third party without prior written consent.

 

13.4 The Company may utilise transcription or note-taking software during meetings with the Client to ensure accurate records. By attending meetings or engaging with the Company, the Client consents to such technology being used, provided that any recordings or transcripts are securely stored and processed in accordance with the Company’s privacy policy.

 

 

14. DATA PROTECTION AND PRIVACY

 

14.1 Both parties shall comply with their respective obligations under all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003 (as amended) (“Data Protection Laws”).

 

14.2 The Client warrants that:

(a) all personal data it provides to the Company has been collected, processed and disclosed lawfully and fairly;
(b) it has obtained all necessary consents, provided all required notices, and has all lawful bases required for the Company to process the personal data for the purposes of the Contract;
(c) the processing of personal data by the Company, as instructed by the Client, will not cause either party to breach Data Protection Laws; and
(d) it has appropriate authority to instruct the Company to process personal data on its behalf where applicable.

 

14.3 The Company shall process any personal data provided by the Client solely for the purposes of fulfilling the Contract and in accordance with:

(a) the Client’s documented written instructions (including as set out in the SoW, Service Agreement, Proposal or Retainer Agreement);
(b) applicable Data Protection Laws; and
(c) the Company’s privacy policy (available at https://thecurious.agency/privacy-policy).

 

14.4 The Company shall take appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. Such measures shall be appropriate to the nature of the data and the risks presented by the processing.

 

14.5 Both parties shall treat all personal data as confidential and shall not disclose it to any third party except:

(a) as required to perform the Contract;
(b) to authorised sub-processors or service providers who are bound by equivalent obligations of confidentiality and data protection;
(c) as required by law, regulation or court order; or
(d) with the prior written consent of the data controller.

 

14.6 The Client (as data controller) is solely responsible for:

(a) determining the purposes and means of processing personal data;
(b) ensuring that personal data provided to the Company is accurate, adequate, relevant and not excessive;
(c) responding to data subject access requests, complaints and enquiries;
(d) compliance with Data Protection Laws in respect of its own processing activities;
(e) providing clear privacy notices to data subjects;
(f) maintaining records of processing activities; and
(g) notification of personal data breaches to supervisory authorities and data subjects where required.

 

14.7 Where the Company provides digital marketing, email marketing, tracking setup, or campaign management services, the Client remains solely responsible for ensuring that its own use of those services complies with the Privacy and Electronic Communications Regulations 2003 (as amended) and all other applicable laws, including obtaining valid consents for electronic marketing communications, cookie usage, and any tracking technologies deployed on the Client’s website or platforms. The Company may provide guidance in this area, but this does not constitute legal advice and does not transfer compliance responsibility to the Company.

 

15. DATA PROCESSING (WHERE THE COMPANY ACTS AS PROCESSOR)

 

15.1 Where the Company processes personal data on behalf of the Client as a data processor (as determined by applicable Data Protection Laws), the Company shall:

(a) process personal data only on the documented written instructions of the Client (including as set out in the SoW, Retainer Agreement, Service Agreement, Proposal or subsequent written instructions), unless required to do so by applicable law;
(b) ensure that all persons authorised to process the personal data are subject to binding obligations of confidentiality;
(c) implement and maintain appropriate technical and organisational security measures as required by Article 32 UK GDPR;
(d) not engage any sub-processor without the prior written consent of the Client (such consent not to be unreasonably withheld or delayed);
(e) assist the Client in responding to requests from data subjects to exercise their rights under Data Protection Laws (including access, rectification, erasure, restriction, portability and objection), taking into account the nature of the processing;
(f) assist the Client in ensuring compliance with its obligations under Articles 32 to 36 UK GDPR (relating to security, breach notification, data protection impact assessments and prior consultation);
(g) at the Client’s choice, delete or return all personal data to the Client upon completion of the services or termination of the Contract, and delete existing copies (unless retention is required by applicable law);
(h) make available to the Client all information necessary to demonstrate compliance with processor obligations and allow for and contribute to audits and inspections conducted by the Client or its authorised auditor (provided that the Client gives reasonable prior notice and audits are conducted during normal business hours);
(i) immediately notify the Client if it becomes aware of a personal data breach affecting the Client’s data, and cooperate with the Client in investigating and remediating the breach; and
(j) maintain written records of processing activities carried out on behalf of the Client as required by Article 30(2) UK GDPR and make them available to the Client upon reasonable request.

 

15.2 The Company may appoint sub-processors (including but not limited to hosting providers, email service providers, analytics platforms, and specialist subcontractors) where reasonably necessary for the performance of the Contract. The Client provides general written authorisation for the engagement of sub-processors, provided that:

(a) where the Client objects on reasonable grounds, the parties shall discuss alternative solutions in good faith; and
(b) each sub-processor is bound by written terms which impose data protection obligations no less protective than those set out in this Contract.

 

15.3 The Client acknowledges and agrees that the Company may process personal data outside the United Kingdom, including in the European Economic Area and third countries, where:

(a) the European Commission or UK Government has made an adequacy decision in respect of that country;
(b) appropriate safeguards are in place (such as Standard Contractual Clauses approved under UK GDPR); or
(c) another lawful transfer mechanism under UK GDPR applies.

The Company shall not transfer personal data outside the UK without ensuring that adequate safeguards are in place as required by Data Protection Laws.

 

15.4 Where more detailed data processing terms are required (for example, for high-risk processing or at the Client’s request), the parties may enter into a separate Data Processing Addendum (DPA) which shall supplement and form part of this Contract. In the event of conflict between this clause 15 and any DPA, the DPA shall prevail.

 

 

16. DATA RETENTION AND SECURITY

 

16.1 The Company will retain Client data (including personal data, files, project materials and account information) only for as long as necessary to fulfil the purposes of the Contract or as required by applicable law, regulatory requirements or the Company’s legitimate business interests (such as for backup, audit, legal or tax purposes).

 

16.2 Upon completion of the Contract, termination, or upon written request from the Client, the Company will securely delete or return all Client data in accordance with the Client’s reasonable instructions, save for:

(a) backup copies retained for legal, regulatory, audit or archival purposes in accordance with the Company’s data retention policy;
(b) data that the Company is required or permitted to retain under applicable law; or
(c) anonymised or aggregated data that cannot identify individuals or the Client.

 

16.3 The Company shall promptly notify the Client of any personal data breach, security incident, unauthorised access or loss of data affecting the Client’s data. The Company shall cooperate fully with the Client in investigating, managing and remediating the incident, including providing all relevant information and assistance required for the Client to notify supervisory authorities or data subjects where required by Data Protection Laws.

 

16.4 Where the Company acts as a data processor, it shall ensure compliance with all relevant provisions of UK GDPR and shall only process personal data in accordance with the Client’s documented instructions as set out in clause 15.1.

 

16.5 The Client (as data controller) shall remain responsible for ensuring that all personal data supplied to the Company is accurate, current, relevant, and lawfully provided. The Company shall not be liable for any inaccuracies, errors or unlawful processing arising from data provided by the Client.

 

16.6 For hosted websites, applications, email marketing platforms and similar services, the Company shall implement industry-standard security measures, including (where applicable) encryption, secure access controls, regular security updates, and backup procedures. However, the Client acknowledges that no system is completely secure and that the Company cannot guarantee absolute security or prevention of all cyber threats.

 

 

17. SUBCONTRACTING

 

17.1 The Company may, at its discretion, engage subcontractors, freelancers, consultants, specialists, or other third parties (including individuals or entities based outside the United Kingdom) to perform all or part of the services, provided that:

(a) the Company remains fully responsible to the Client for the performance of the Contract and the acts or omissions of any subcontractor;

(b) subcontractors are bound by written agreements containing confidentiality, data protection, and intellectual property provisions equivalent to those set out in this Contract;

(c) the Company shall not disclose the Client’s confidential information to subcontractors except to the extent necessary for performance of the Contract; and

(d) where subcontractors process personal data on behalf of the Client, the Company shall ensure compliance with all applicable data protection laws, including any requirements for international data transfers as set out in Clauses 14, 15 and 16.

 

17.2 The Client consents to the Company’s use of subcontractors on these terms and acknowledges that such engagement does not require prior written consent, provided that the Company remains the primary contracting party and point of contact for all services.

 

17.3 The Company may, where appropriate, identify the involvement of specific subcontractors to the Client, but is under no obligation to do so unless such disclosure is reasonably necessary for the delivery of the services or required by law.

 

 

18. NON-SOLICITATION

 

18.1 During the term of this Contract and for a period of twelve (12) months following its termination or expiry, the Client shall not, without the prior written consent of the Company:

(a) directly or indirectly solicit, entice, employ, engage or offer employment or engagement to any employee, director, contractor or subcontractor of the Company who has been involved in the provision of services to the Client; or
(b) encourage or induce any such person to leave the employment or engagement of the Company or to breach their contract with the Company.

 

18.2 This restriction shall not apply to recruitment via public advertisements or recruitment agencies that are not specifically targeted at the Company’s personnel, provided that the Client does not subsequently engage any such person whom they know to be subject to this clause.

 

 

19. LIABILITY AND INDEMNITY

 

19.1 The Company shall perform the services with reasonable skill and care in accordance with generally accepted industry standards, but gives no warranty, representation or guarantee (express or implied) that:

(a) deliverables will achieve particular commercial results, sales, leads, traffic, rankings, ROI or other business outcomes;
(b) deliverables will be error-free, uninterrupted, secure or compatible with all systems or devices; or
(c) any particular service level, response time or availability will be achieved (save as expressly stated in a SoW or service level agreement).

 

19.2 The Client shall indemnify and hold harmless the Company, its officers, directors, employees, agents and subcontractors against all liabilities, claims, losses, damages, costs and expenses (including reasonable legal fees) arising from or in connection with:

(a) any materials, content, data, copy, images or information supplied by the Client or its breach of clause 5.9;
(b) any breach by the Client of this Contract, applicable law, third-party rights or regulatory requirements;
(c) the use, publication, deployment or exploitation of deliverables by the Client (including any modifications made by the Client after acceptance);
(d) any claim that the Client’s products, services, business practices, marketing or use of deliverables infringes third-party rights or violates applicable laws; or
(e) any negligent act or omission, wilful misconduct or fraud by the Client or its personnel.

 

19.3 Subject to clause 19.6, the Company’s total aggregate liability to the Client under or in connection with this Contract (whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise) shall not exceed the total fees paid or payable by the Client to the Company under the applicable SoW, Retainer Agreement, Proposal, Service Agreement or Hosting Agreement in the twelve (12) months preceding the event giving rise to the claim (or, if no fees have yet been paid, the total fees agreed for the relevant project).

 

19.4 Subject to clause 19.6, the Company shall not be liable to the Client for:

(a) loss of profits, revenue, business, contracts, anticipated savings or business opportunity;
(b) loss of or damage to goodwill or reputation;
(c) loss of or corruption to data or information;
(d) wasted management or staff time;
(e) indirect, special, incidental or consequential loss or damage of any kind; or
(f) any other pure economic loss,

whether such losses were foreseeable, known, foreseen or otherwise.

 

19.5 The Company shall not be liable for any loss, damage, delay, unavailability, security breach, data loss, performance degradation or other failure caused by or arising from:

(a) any Third-Party Service as described in clause 11;
(b) any hosting provider, domain registrar, email provider, ISP, telecommunications provider or other infrastructure provider;
(c) failures or changes to third-party APIs, platforms, plugins, software, integrations or services;
(d) cyber-attacks, hacking, viruses, malware or other malicious activity by third parties (save to the extent caused by the Company’s gross negligence);
(e) changes to third-party algorithms, platform policies, terms of service or pricing;
(f) the Client’s own systems, infrastructure, internet connection or personnel; or
(g) any act or omission of the Client or any third party.

 

19.6 Nothing in this Contract shall limit or exclude either party’s liability for:

(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of obligations implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) wilful misconduct or wilful default;
(e) misuse of confidential information or intellectual property rights; or
(f) any other liability that cannot be lawfully limited or excluded under English law.

 

19.7 The Client shall take all reasonable steps to mitigate any loss or damage for which it seeks to claim against the Company.

 

 

20. FORCE MAJEURE

 

20.1 Neither party shall be liable for any failure or delay in performing its obligations under this Contract to the extent that such failure or delay is caused by a Force Majeure Event.

 

20.2 “Force Majeure Event” means any event or circumstance beyond a party’s reasonable control, including but not limited to:

(a) acts of God, flood, storm, earthquake, pandemic, epidemic or other natural disaster;
(b) war, invasion, armed conflict, terrorism, revolution, riot or civil unrest;
(c) strikes, lockouts or other industrial action (other than involving the affected party’s own workforce);
(d) failure or disruption of utility services, telecommunications, internet, hosting or cloud services;
(e) fire, explosion, accidental damage or equipment failure;
(f) major platform outages, discontinuation or changes to critical Third-Party Services;
(g) governmental or regulatory intervention, prohibition, restriction or failure to grant necessary licences or approvals;
(h) sanctions, embargoes or trade restrictions; or
(i) any other event beyond the reasonable control of the affected party.

 

20.3 If a Force Majeure Event occurs:

(a) the affected party shall promptly notify the other party in writing of the nature, extent and expected duration of the Force Majeure Event;
(b) the affected party’s obligations under this Contract shall be suspended for the duration of the Force Majeure Event;
(c) the affected party shall use all reasonable endeavours to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable; and
(d) timelines and deadlines shall be extended by a period equivalent to the delay caused by the Force Majeure Event.

 

 

21. RENEWALS AND AUTO-RENEWAL

 

21.1 Where services are provided on a retainer, subscription or recurring basis (other than hosting, maintenance, support and domain services, which are covered by clause 21.2), the following provisions apply unless otherwise stated in the Retainer Agreement:

(a) After the expiry of any initial fixed term, the retainer shall automatically continue on a monthly rolling basis unless either party gives written notice of termination in accordance with the notice period specified in the Retainer Agreement or clause 9.3.

(b) Either party may terminate the retainer by giving the notice period specified in the Retainer Agreement or Service Agreement, or where no period is specified, thirty (30) days’ written notice, in accordance with clause 9.3.

(c) All fees for the notice period shall remain payable in full.

(d) The Company may increase retainer fees on renewal or annually by giving not less than thirty (30) days’ written notice, to reflect inflation, increased operating costs or market rates. If the Client does not accept the increased fees, it may terminate by giving notice within fourteen (14) days of receiving notice of the increase.

 

21.2 Hosting, Maintenance, Support and Domain Services

(a) Initial Term and Invoicing:

(i) Unless otherwise specified in a Hosting Agreement or SoW, all hosting services are subject to an initial 12-month minimum term.

(ii) During and after the initial term, the Client will be invoiced at the frequency specified in the Hosting Agreement or SoW (monthly, annually, or other agreed interval).

(iii) SSL certificates and domain management services are invoiced annually in advance.

(b) After the expiry of the initial 12-month term, hosting services shall continue on a rolling basis (with invoicing at the agreed frequency) unless either party gives ninety (90) days’ written notice of termination.

(c) During the initial 12-month term, services cannot be terminated except in accordance with clause 9.1 (material breach, insolvency, change of control).

(d) After the initial 12-month term, either party may terminate hosting services by giving ninety (90) days’ written notice. All fees for the notice period shall remain payable in full.

(e) The Company may increase fees on renewal or annually by giving not less than thirty (30) days’ written notice, to reflect inflation, increased operating costs or market rates. If the Client does not accept the increased fees, it may terminate by giving notice within fourteen (14) days of receiving notice of the increase, subject to any minimum term.

(f) Fees are payable in advance at the frequency specified (monthly, annually, or as agreed). Failure to pay invoices may result in suspension or termination of services in accordance with clause 7.5, and the Company accepts no liability for loss of data, downtime or unavailability arising from non-payment or non-renewal.

 

 

21A. MARKETING RETAINER SERVICES

 

21A.1 This section applies where the Company provides marketing services on a recurring retainer basis (“Marketing Retainer Services”). Such services may be referred to by a specific programme name in the applicable proposal or Service Agreement, but the terms of this section apply to all such arrangements regardless of the name used.

 

21A.2 Minimum Term and Notice

(a) The minimum term for Marketing Retainer Services shall be as specified in the applicable proposal or Service Agreement.

(b) During the initial minimum term, no notice of termination may be given by either party, and any purported notice of termination given during this period shall be invalid.

(c) After the expiry of the initial minimum term, Marketing Retainer Services shall continue on a rolling monthly basis and may be terminated by either party on 30 days’ written notice.

(d) All fees for the notice period shall remain payable in full.

 

21A.3 Early Termination

If the Client terminates Marketing Retainer Services during the initial minimum term, or without giving the required 30 days’ written notice after the initial minimum term has expired, all outstanding fees through to the end of the minimum term or the end of the notice period (whichever is later) shall become immediately due and payable in full. The Client acknowledges that the full-term fee reflects the Company’s genuine pre-estimate of loss, including but not limited to: resource and staff time committed and allocated on the basis of the full term, subcontractor and supplier commitments made in reliance on the agreement, opportunity cost of turning away or deferring other clients, and strategic and preparatory work undertaken in anticipation of the full engagement. The fee is not intended as a penalty but as a reasonable and proportionate reflection of the Company’s actual losses arising from early termination.

 

21A.4 Monthly Fee and Invoicing

(a) The monthly fee for Marketing Retainer Services shall be as specified in the applicable proposal or Service Agreement.

(b) The first invoice will be issued upon signing of the Service Agreement.

(c) Subsequent invoices will be issued automatically on the 1st of each calendar month.

(d) Payment is due within 14 days of the date of each invoice.

 

21A.5 Overdue Invoices

The Company reserves the right to pause Marketing Retainer Services where any invoice remains unpaid after its due date, without affecting the Client’s payment obligations. Services will resume once all outstanding payments have been settled in full.

 

21A.6 Non-Refundable Fees

All fees under Marketing Retainer Services are non-refundable in whole or in part, including for unused services, changes in the Client’s circumstances, or early termination. If services are paused or terminated for any reason (including Client breach), all fees accrued or payable up to the end of the initial minimum term, or to the termination date during any rolling monthly period, remain due and non-refundable.

 

21A.7 How Services Are Delivered

(a) Delivery of Marketing Retainer Services may not be equal each month. The Company allocates time and prioritises tasks based on the Client’s needs, strategic value, workload, and Client responsiveness. Activity may be rescheduled across months to ensure the best outcomes for the Client.

(b) The retainer fee secures the Company’s availability and commitment of resources over the agreed term and does not guarantee a fixed or equal amount of work in each month or period.

(c) If work is delayed due to the Client’s failure to provide timely information, content, approvals or access, the Company has no obligation to make up that work in later months. Where the Client provides delayed information, the Company will endeavour to complete the relevant work within the remaining period of the current minimum term or rolling monthly period, but is not obligated to rush or compress delayed work into any specific timeframe.

(d) At the end of the initial minimum term and each subsequent rolling monthly period, all scheduled work will be considered complete regardless of completion status. No refunds, credits or additional work will be provided in respect of work that could not be completed due to Client delays.

 

21A.8 Ad-Hoc and Out-of-Scope Requests

Any work outside the agreed monthly strategy activity will not be covered under Marketing Retainer Services and will be scoped separately as an individual project at the Company’s current rates. The Company is not obligated to commence any out-of-scope work until the scope, fees and terms have been agreed in writing by both parties.

 

21A.9 Turnaround Times and Revisions

(a) All timelines refer to working days only and exclude weekends, public holidays, and periods when the Company is closed.

(b) The Client agrees to provide feedback within 3 business days of receiving any deliverable. Delays in providing feedback may impact timelines and the quality of outcomes.

(c) Two rounds of revisions are included per deliverable. Any additional revisions beyond those included may be scoped and charged as additional work at the Company’s current rates.

 

21A.10 Platform Access

The Client must provide and maintain access to all necessary platforms, accounts and systems required for the delivery of Marketing Retainer Services. If access is revoked or expires, it must be restored promptly. Access delays may impact delivery timelines, and the Company shall not be liable for any resulting delays or failures in delivery.

 

21A.11 Tracking Implementation

Where the Company does not own or host the Client’s website, any assistance with tracking setup or configuration (including for paid social or PPC activity) is provided as guidance only. The Client is solely responsible for the correct implementation, configuration and ongoing maintenance of any tracking by themselves or any third party. The Company is not responsible for the accuracy or performance of tracking implemented by the Client or any third party.

 

21A.12 Performance Disclaimer

The Company does not guarantee any specific results from Marketing Retainer Services. Performance may be influenced by factors beyond the Company’s control, including market conditions, algorithm changes, AI advancements, platform policy changes, and audience behaviour.

 

21A.13 Accuracy of Client-Supplied Information

The Client is responsible for ensuring that all content, data and information provided to the Company is accurate and complete. The Company is not liable for errors, omissions or underperformance arising from inaccurate or incomplete information supplied by the Client.

 

21A.14 Where there is any conflict between this section and the general provisions of these Conditions, this section shall prevail in respect of Marketing Retainer Services.

 

21A.15 Fee Increases

The Company may increase the monthly fee for Marketing Retainer Services annually or on renewal by giving not less than thirty (30) days’ written notice, to reflect inflation, increased operating costs or market rates. If the Client does not accept the increased fees, it may terminate the agreement by giving written notice within fourteen (14) days of receiving notice of the increase, subject to any remaining minimum term.

 

 

22. PROFESSIONAL STANDARDS AND STAFFING

 

22.1 The Company shall perform the services with reasonable skill and care in accordance with generally accepted industry standards.

 

22.2 Where specific individuals or team members are identified in a proposal, SoW or during initial discussions, the Company shall use reasonable endeavours to ensure that they remain involved in the delivery of the services.

 

22.3 The Company may substitute personnel with others of equivalent skill, experience and seniority where necessary due to absence, workload, resignation or other operational reasons.

 

22.4 The Company shall ensure that all personnel involved in the delivery of services are appropriately trained, qualified and competent to perform their roles.

 

22.5 Both parties agree to act in good faith and to deal with each other professionally and honestly. Neither party shall make or publish any false, misleading, defamatory or disparaging statements about the other party, including but not limited to statements made online, on social media, in reviews, to third parties, or concerning the other party’s business, services, products, reputation, conduct or financial standing. Each party acknowledges that breach of this clause may cause serious harm to the other party’s reputation and business. Nothing in this clause prevents either party from making truthful statements when required by law, providing honest and balanced feedback, or taking legitimate steps to protect or enforce their legal rights. In the event of any dispute, both parties agree to make reasonable efforts to resolve the matter professionally through good faith negotiation before making any public statements.

 

 

23. ENTIRE AGREEMENT

 

23.1 This Contract (comprising these Conditions, any SoW, Retainer Agreement, Service Agreement, Hosting Agreement, signed proposal or quotation) constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, agreements, understandings, warranties or commitments (whether written or oral) relating to its subject matter.

 

23.2 The Client acknowledges that:

(a) it has not relied on any statement, representation, warranty, understanding or assurance (whether negligently or innocently made) not expressly set out in this Contract; and
(b) it shall have no remedy in respect of any misrepresentation, statement or tortious act or omission (other than fraud) made prior to or in connection with the Contract, except as expressly provided herein.

 

23.3 Nothing in this clause limits or excludes liability for fraud or fraudulent misrepresentation.

 

 

24. SEVERABILITY

 

24.1 If any provision of this Contract is found by any court or authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed deleted and the remaining provisions shall continue in full force and effect.

 

 

25. GOVERNING LAW AND JURISDICTION

 

25.1 This Contract and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

 

25.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract.

 

 

26. NOTICES

 

26.1 Any notice or other communication required or permitted under this Contract shall be:

(a) in writing and in the English language; and
(b) delivered by hand, sent by email, sent by recorded delivery or registered post, or sent by reputable courier, to the recipient’s registered address, principal place of business, or last-known contact email address.

 

 

27. ELECTRONIC EXECUTION AND ACCEPTANCE

 

27.1 This Contract, any SoW, Retainer Agreement, Service Agreement, Hosting Agreement or other contractual document may be executed, accepted or agreed by:

(a) manuscript, typed or electronic signature (including DocuSign, Google eSignature, Adobe Sign, BoldSign or similar);
(b) email confirmation or acceptance;
(c) clicking an “I Accept” button or similar online acceptance mechanism;
(d) payment of a deposit or first invoice; or
(e) instructing the Company to proceed with the work.

 

27.2 Electronic execution, acceptance or signature constitutes a legally binding agreement and has the same legal effect as a manuscript signature.

 

 

28. VARIATION OF TERMS

 

28.1 The Company may update or amend these Terms and Conditions from time to time by publishing the revised version on its website at https://thecurious.agency/terms-conditions/.

 

28.2 Amendments to these Terms and Conditions apply only to:

(a) new Contracts, Service Agreements or SoWs entered into after publication of the updated terms; or
(b) renewals of existing Retainer Agreements or subscriptions following expiry of the current term.

 

28.3 For ongoing Retainer Services, hosting services or subscriptions with automatic renewal, the Company may update these Terms and Conditions by giving not less than thirty (30) days’ written notice to the Client. Continued use of the services after expiry of the notice period constitutes the Client’s acceptance of the updated terms. If the Client does not accept the updated terms, it may terminate the Retainer Agreement in accordance with clause 9.3.

 

28.4 The Company will not materially alter the commercial terms of any current SoW or fixed-term Contract without the Client’s written consent.

 

 

29. SURVIVAL

 

29.1 The following clauses (and any other clauses which by their nature are intended to survive) shall survive termination or expiry of this Contract:

Clause 5 (Intellectual Property)
Clause 7 (Payment Terms)
Clause 8 (Dispute Procedure)
Clause 13 (Confidentiality)
Clauses 14, 15 and 16 (Data Protection)
Clause 18 (Non-Solicitation)
Clause 19 (Liability and Indemnity)

Clause 21A (Marketing Retainer Services) — payment obligations under clauses 21A.3 and 21A.6 survive termination
Clause 23 (Entire Agreement)
Clause 24 (Severability)
Clause 25 (Governing Law and Jurisdiction)
Clause 29 (Survival)

 

 

30. EXECUTION AND AUTHORITY

 

30.1 Each party acknowledges that it has read and understood this Contract and agrees to be bound by its terms.

 

30.2 Each party warrants that:

(a) the individual signing, accepting or otherwise agreeing to this Contract on its behalf has full power and authority to do so and to bind that party; and
(b) this Contract constitutes valid and binding obligations on that party in accordance with its terms.

 

 

30.3 This Contract becomes effective on the date of the earlier of:

(a) the Client’s signature or acceptance of a proposal, quotation, SoW, Service Agreement, Retainer Agreement or Hosting Agreement;
(b) payment of the initial deposit or first invoice; or
(c) commencement of work by the Company following the Client’s instruction to proceed.

 

 

31. ACKNOWLEDGMENT

 

31.1 By making a payment, signing a proposal, Service Agreement or SoW, accepting a quotation, instructing the Company to proceed with work, or otherwise engaging the Company’s services, the Client acknowledges that it has:

(a) read and understood these Terms and Conditions in full;
(b) had the opportunity to seek independent legal advice if desired;
(c) agreed to be bound by these Terms and Conditions; and
(d) authority to bind the organisation or individual on whose behalf it is contracting.

 

 

The Curious Way Ltd
Company Registration Number: 07207075
Registered Office: 5 Claremont Bank, Shrewsbury, SY1 1RW
Website: https://thecurious.agency
Email: hello@thecurious.agency