1. Curious Agency Ltd, (the Agency) agrees to the delivery of goods and the provision of services as set out in each individual ‘PROPOSAL’ subject to these terms and conditions (“the Agreement”). Any signed client agreement will have priority over any clauses in these terms. In the event that a specific agreement is signed by the Client it shall prevail in the case of any discrepancies over any clauses in these terms.
2. The term of this Agreement is two years from the date hereof, the “Initial Term”, and thereafter it will automatically be renewed unless and until terminated by either party on three months’ prior notice in writing to the other, the “Term”.
3. The provision of any goods or services to the Client by the Agency will be quoted in advance in our project ‘proposal’ and accepted by the Client by way of signing our ‘proposal’ for production services or a ‘media schedule’ for media services, as appropriate. The price quoted in ‘proposals’ or ‘media schedules’ shall be fixed unless the Client instructs an amendment to the scope of work required or extra amendments beyond that of the original scope. Hosted digital presentations will be available for a 12 month term from delivery of project, unless an extension is paid for by the client. Digital projects are not maintained by the agency unless a specified part is paid and agreed upon on the terms of the project.
4. For media services only, the Client will receive the benefit of all relevant commissions,discounts and rebates derived from the handling of this business by the Agency to the extent that these benefits relate solely to the Client’s business (“Client Discount”) and these will be reflected in the price quoted on the Media Schedules.
5. Goods and services (other than media purchase services referred to in the next paragraph) purchased within the month will be invoiced at month end, and is payable 30 days from date of the Agency invoice. Any cost differences other than those referred to in Clause 4, arising from the provision of the services will be to the Agency’s charge or benefit.
6. Payment for media services will be in accordance with the contract from the Media Owner and will be agreed with the Client before services are committed. All media invoices must be paid 28 days following date if invoice by the Agency with the exception of TV media which must be paid in 15 days. Non-payment by the due date will result in a media surcharge. All production invoices must be paid in 28 days from the date of invoice. If the Agency’s credit insurers revise or withdraw cover for the Client, the Agency reserves the right to revise its terms of payment and if no agreement can be reached the Agency will have the right of termination. The Client will not be eligible for any early payment discounts regardless of the Agency terms with its suppliers unless there is an express agreement in writing to that effect.
7. All reasonable expenses for travel, accommodation and direct Client entertainment are recharged to the Client.
8. Where payment is more than 28 days overdue the Agency reserves the right to suspend all further work and work-in-progress until payment has been received and cancel forthwith without prejudice to any outstanding liabilities, this Agreement and any subsisting contracts relating to the Client’s advertising by giving written notice to the Client to that effect. The Agency reserves the right to charge a late fee, in accordance to the Late Payment of Commercial Debts (Interest) Act 1998, interest on “qualifying debt” can be charged at 8% plus the Bank of England base rate. This can also be enforced for work-in-progress and any losses suffered by us as a result of such cancellation.
9. Approvals and Authority
APPROVALS
Once the Client has given approval of a campaign, the Agency will submit for approval: Copy, layouts, artwork, storyboards, and/or scripts, media schedules for time, space and other facilities. Estimates for all items if requested. Proofs of all work together with production deadlines will be submitted for Client’s approval and the Agency shall incur no liability for any errors not corrected by the Client in proofs so submitted. Client’s alterations (excluding corrections) and additional proofs necessitated thereby shall be charged as an extra. The Agency specifically declines any responsibilities for technical or corporate accuracy of any typeset or visual matter and for statements or representations made under the Client’s name. In giving authority to proceed, the Client is assumed to have checked the veracity of such statements, and the accuracy as well as the acceptability of the typeset and visual materials.
AUTHORITY
Reference to authority within this clause includes instruction. Approval by the Client of copy and layouts will be our authority to purchase production materials and prepare proofs and the approval of proofs will be authority to publish. Approval by the Client of cinema, television and radio scripts and/or storyboards will be our authority to make production contracts and engage performers and the Client’s approval of films and recordings will be our authority to transmit. Approval by the Client of media schedules will be our authority to purchase space, time and other facilities under the terms and conditions required by media or suppliers which the Client is deemed to accept.
10. CANCELLATION AND AMENDMENTS
Should the Client require the Agency to change, reject, stop or cancel any plans, schedules or work-in-progress the Agency shall take all reasonable steps to comply provided that we can do so within our contractual obligations to media, suppliers and other Clients. The Client will reimburse the Agency for any charges or expenses incurred as a direct or indirect result of any such change, rejection, cancellation or stopping and shall also pay our fees covering these items.
11 WARRANTIES AND INDEMNITIES
11.1 The Agency warrants that its personnel working on the Services are and shall be competent and suitable, whether as to qualifications, experience or otherwise, to perform the Services
11.2 If there is an error in Advertising as published or publication is delayed or does not occur as planned, the Agency will not be liable unless this is caused by its default or neglect.
11.3 Should either party or its employees sustain any loss or liability, costs (including legal costs) or damages as a result of the other’s breach of this Agreement, the party in breach shall indemnify the other subject to the provisions of Clause.
,11.4 The Client warrants that to the best of its knowledge information and belief all Account information supplied to the Agency before and during the Term will be accurate and not in any way contrary to any law applicable in any part of the Territory.
11.5 The Client agrees to indemnify and keep the Agency indemnified against any or all costs, demands, expenses, losses or damages incurred by the Agency arising from or out of any cancellation, delay, alteration or disruption to the production of the Advertising which results from any act or threatened act of terrorism or military action.
11.6 The Client accepts full legal responsibility in respect of any Advertising approved by it for publication and will indemnify the Agency in respect of any loss or liability, costs (including legal costs) or damages incurred as a result of any use of the Advertising by the Client for advertising purposes.
11.7 The Agency will take all reasonable precautions to safeguard the Client’s property entrusted to our care, but the Agency will not be responsible in any manner howsoever, for its loss, damage, destruction or unauthorised use except where the same is the direct result of our negligence or wilful default.
11.8 Any claims against the Agency arising as a result of damage, delay or loss of goods in transit must be submitted in writing to the Agency and the carrier so as to reach the Agency and the carrier within three working days of delivery and claims for non-delivery within twenty-eight days of dispatch of the goods. All other claims must be made within ten days of delivery.
12 LIMITATION OF LIABILITY
12.1 The Agency’s maximum aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed the total remuneration payable to the Agency hereunder during the preceding 12 months.
12.2 The Agency will not be liable under this Agreement for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.
13 BRIEF
13.1 The Client agrees to give a full and clear brief to the Agency and ensure all facts regarding the product or service are accurate and in no way misleading. The Client agrees to inform the Agency without delay if it considers that any claim or trade description in any advertisement submitted to the Client by us is false or misleading in relation to the Client’s product or service.
14 COPYRIGHT AND OTHER RIGHTS
14.1 The copyright in all copy, storyboards, visuals and all other work, (The Material), created by the Agency for the Client vests in the Agency. Providing all fees are paid in accordance with this agreement the Client has a licence to use the Material in the UK in all media for the Term of this contract.
14.2 Upon termination and upon the Client fulfilling all its obligations under this agreement, (including those relating to payment and the period of notice), the Agency will grant to the Client such further licences necessary for the Client to use the Material on terms to be agreed. The Agency shall also waive any Moral Rights in the Material.
14.3 The copyright in television, cinema and radio commercials passes to the Agency under standard forms of agreement, including but not limited to the Agreement for the Production of Television and Cinema Commercials approved by the Advertising Producers Association (formerly the Advertising Film and Video Producers Association), the Incorporated Society of British Advertisers, and the Institute of Practitioners in Advertising. As these place restrictions on future usage the Client will be subject to the rights of third parties and will be made only by special arrangement on terms indemnifying the Agency against subsequent claims by third parties.
14.4 Unless instructed otherwise in writing the Agency will assume all Client-supplied materials are free of intellectual property and copyright provisions or any restrictions regarding confidentially of information. 14.5 For the avoidance of doubt the Agency shall:
14.5.1 Be able during and after the Term to use Advertising (after first publication, broadcast or transmission on behalf of the Client) for the purpose of promoting its own business by means including but not limited to a show reel of the Agency’s commercials, on the Agency’s own web site and for purposes associated with the entry and conduct of advertising industry awards schemes and
14.5.2 Retain the copyright in any material contained in any presentation made in competition with any other agency in the event of the Agency’s presentation being unsuccessful.
15 OWNERSHIP
15.1 All material prepared for the Client by the Agency and paid for by the Client will be the Clients property, but not necessarily the Client’s copyright. This does not apply to “stock” photographs obtained from news or photographic agencies for particular advertisements, nor to photographic or film negative. Title and ownership will remain with the Agency on all items which has not been paid for in full.
16 INSURANCE
16.1 The Client will insure its property when in the possession of, and when in transit between the Agency, the media, printers, production companies and other outside suppliers and subcontractors. Alternatively, and if the Client so requests in writing, the Agency will insure the Client’s property and recharge the premiums to the Client.
17 CONFIDENTIAL INFORMATION
17.1 The Agency acknowledges a duty not to disclose without the Client’s permission during or after the term of appointment any confidential information resulting from studies or surveys commissioned and paid for by the Client. The Client, in turn acknowledges the Agency’s right to use as the Agency sees fit any general marketing or advertising intelligence in the field of the Client’s product or service, which we have gained in the course of our appointment.
17.2 During the continuance of this contract, we acknowledge the Agency’s responsibility to treat in complete confidence all the marketing and sales information and statistics with which the Client may supply the Agency in the course of any work for the Client. Reports submitted by the Agency to the Client shall be treated as confidential.
18 ADVERTISING LEVIES
18.1 Both parties shall comply with all applicable laws and Advertising Regulations.
18.2 The parties will co-operate with each other in ensuring that suitable objective factual product and other information is available as required to comply with applicable law or Advertising Regulation.
18.3 The Client shall inform the Agency without delay if the Client considers that any Advertising submitted to the Client by is false or misleading or in any way contrary to law or to any applicable Advertising Regulation.
18.4 In order to fund the UK self-regulatory system, a levy of 0.1% is payable to the Advertising Standards Board of Finance (“ASBOF”) in relation to non-broadcast advertising, and applies to the gross media cost of outdoor, cinema and press display advertisements (excluding classified lineage, semi-display and any displays, screenings and publications outside the UK), the postage cost of direct mailings in the UK, and Internet advertising in paid for space; and to the Broadcast Advertising Standards Board of Finance (“BASBOF”) in relation to broadcast advertising, and applies to the gross media cost of broadcast advertisements in the UK:
19 LAW AND JURISDICTION
19.1 All contracts between the Client and the Agency are to be governed by and construed in accordance with English Law and any litigation for enforcement or redress shall be brought in the Courts of England.
THE ‘PROPOSAL’
The Agency will provide the following services as agreed between the Agency and the Client:
i) Account Handling
ii) Creative concepts, art direction and copywriting
iii) Artwork and despatch iv) Print buying v) Media planning and buying
vi) Marketing planning
vii) Research The proposal will include a full quote, however the terms set in 3. may require additional costs (with the client having been given prior notification of).
STATEMENT OF WORK
This will follow once the agency has been given authority to proceed with the project. The SOW will include:
1) Confirmation of scope
2) Project plan (if applicable)
3) Project milestones (if applicable)
4) Payment terms
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Introduction from the Managing Director
Curious Agency recognises that all businesses have an obligation to prevent slavery and human trafficking. Every company must do its share to eradicate this modern day scourge. Curious Agency will do all in its power to prevent slavery and human trafficking within its business and within the supply chains through which it operates.
Curious Agency recognises that, because of its position as a regulated member of the healthcare industry, compliance with its regulatory obligations reduces the risk that it will be engaging directly in human trafficking and slavery but, nevertheless, acknowledges that it has a part to play.
Organisation’s Structure
Curious Agency creative and marketing services agency based in Leicestershire, UK.
Our Business
Our business services consists of creative services, consultancy, design, artwork, copywriting and other marketing collateral.
Our Supply Chains
Our supply chains are concentrated on print and digital media products, mainly supplied via professional organisations. Our workforce is almost exclusively professionally qualified at one level or another and regulated by external bodies.
Our Policies on Slavery and Human Trafficking
We are committed to ensuring that there is no modern slavery or human trafficking in our supply chains or in any part of our business. Curious Agency operates to ensure fairness in the recruitment retention and development of all employees and it seeks to comply with all applicable employment legislation. The company seeks to provide a work environment where employees are treated with respect, dignity and consideration. Curious Agency monitors its supply chains and its suppliers so ensure, so far as is possible, that slavery and human trafficking is not taking place within those supply chains.
Due Diligence Process for Slavery and Human Trafficking
As part of our commitment to identify and eradicate slavery and human trafficking from within our business and from those businesses with which we interact, we-
• Work closely with our supply chains to ensure compliance with legislative obligations and we expect those organisations to have suitable anti-slavery and human trafficking policies and processes.
• We seek to build long standing relationships with suppliers and to make clear our expectations of ethical business behaviour from them.
• We have in place systems to encourage the reporting of concerns and the protection of whistle blowers.
Supplier Adherence to our Values
Curious Agency has a zero tolerance view to slavery and human trafficking and we expect that view to prevail in our supply chain and contractors. Senior Managers within Curious Agency are responsible for compliance in their respective departments, insofar as there is perceived to be a risk of encouraging, engaging or sustaining slavery and human trafficking.
Signed: Nish Wickramasinghe
Position: Creative Director
For and on behalf of Curious Agency
Purpose and Scope
Curious Agency aims to be the creative partner of choice by providing fully curated solutions for our clients. As an award-winning design and marketing agency we have big ideas that create amazing results, and we are a passionate team of brand builders, strategic thinkers, and creatives. Our experience and expertise allow us to get to the heart of the problem quickly, which helps our clients narrate compelling stories, foster awareness, generate revenue, as well as create a positive impact on the planet.
This sustainability policy sets out how we manage our approach to be a more sustainable, environmentally responsible and energy-efficient business and it applies to all our employees and contractors that we engage with.
Policy objectives
The objectives of this policy are to:
• Deliver sustainable profitable growth while satisfying our moral, legal and contractual obligations;
• Have satisfied clients and make a positive contribution to the communities in which we work;
• Enable our people to be engaged and respected;
• Ensure the availability of information and necessary resources to achieve objectives and targets;
• Strive to mitigate or eliminate our impacts on the environment where possible;
• Have an aligned supply chain; and
Requirements
Moral, legal and contractual obligations: We understand and fulfill our moral, legal and contractual obligations and ensure these are taken into account in our operations. Contractual obligations are documented, and processes must be in place to evaluate the fulfillment of these.
Clients: We understand the need for our business to have the right approach and processes in place to nurture client relationships and exceed expectations in delivering customer satisfaction. Customer satisfaction is the key measure of our success in this area and customer relationship management should be undertaken with client satisfaction in mind.
People: We ensure we have the right talent to fulfill all current and future needs of our businesses and that our people strategy provides opportunities for everyone to reach their full potential. This includes career development opportunities, fair compensation and benefits and regular employee engagement to measure success. All workers should be treated equally. Workers with the same experience and qualifications should receive equal pay for equal work. We must ensure the wellbeing of our people and wider community as reflected in our code of conduct policy. We do not tolerate any discrimination against workers, suppliers or clients on the basis of age, gender, race, sexual orientation, religion or beliefs,gender reassignment, marital status or pregnancy.
Social Value & Responsible Business: We ensure contributions are made to the communities in which we work, via volunteering. We encourage our workers to support social mobility programmes to increase vocational education, employability prospects by utlising four paid days a year to volunteer. Curious are in the process of developing ‘The Curious Foundation’. We are aiming for it to be launched in 2025 where we will be looking to raise funds to leverage our activities and reach the educationally disadvantaged local youths.
Environmental and Energy Management: We are committed to minimising company travel where possible through flexible hybrid working and the encouragement of virtual meetings with our clients. We are in the process of understanding our overall environmental performance across our value chain and currently developing our environmental strategy so we can continually improve, we will share more on this in 2025.
Supply chain: We act in a responsible manner when selecting partners and use our influence through procuring services and products as we ensure risk mitigation, quality, diversity and value are considered throughout our decision-making process. We firmly believe that the welfare of all people across our suppliers is adhered to by assessing our partners’ modern slavery policies to ensure risk mitigation processes are put in place. We also actively promote diversity and inclusion throughout our supply chain, we can create opportunities for under-represented groups and foster a more equitable business landscape. We are continuously working to increase representation wherever possible.
Report our performance: We will report on our environmental and social impact performance annually, our first report will be published by the end of 2024.
Driving and promoting continual improvement: Meaningful sustainability objectives and targets are to be used to drive continual improvement in our environmental and social value delivery. Regular reviews on the ways in which we work will be carried out to identify risks and the opportunities for improvement that underpin and sustain the success of Curious Agency. Management will review the risks, objectives and processes to ensure their continuing suitability, adequacy and effectiveness.
Responsibilities
The Managing Director is responsible for:
• Reviewing, endorsing and achieving this policy’s aims.
• Communicating sustainable, energy, environmental and social value information to relevant interested stakeholders.
• Ensuring that this policy and supporting procedures are distributed, implemented and complied with;
• Leading by example in protecting the Curious Agency brand and communicating effectively; and
• Driving continual improvement performance across the organisation.
The Curious Agency senior team is responsible for:
• Administering this policy on behalf of the Managing Director of Curious Agency;
• Developing and rolling out the supporting strategies to drive continual performance improvement; and• Implementing and enforcing the processes and procedures;
• Ensuring that our people are aware of their responsibilities and receive appropriate training; and• Addressing any inappropriate behaviours.
• Carrying out their work in line with this policy and associated procedures; and
• Identifying any breaches of this policy and reporting them to the Managing Director.
The Sustainability Consultants are responsible for:
• Providing the framework for setting and reviewing objectives and targets; and
• Maintaining regular reviews of our performance and updating the policy as required.
Reasonable adjustments
The Company has a duty to make reasonable adjustments to facilitate the employment of a disabled person. These may include:
• Making adjustments to premises;
• Re-allocating some or all of a disabled employee’s duties;
• Transferring a disabled employee to a role better suited to their disability;
• Relocating a disabled employee to a more suitable office;
• Giving a disabled employee time off work for medical treatment or rehabilitation;
• Providing training or mentoring for a disabled employee;
• Supplying or modifying equipment, instruction and training manuals for disabled employees; or
• Any other adjustments that the Company considers reasonable and necessary provided such adjustments are within the financial means of the Company.
If an employee has a disability and feels that any such adjustments could be made by the Company, they should contact the Designated Officer.
Responsibility for the implementation of this policy
All employees, subcontractors and agents of the Company are required to act in a way that does not subject any other employees or clients to direct or indirect discrimination, harassment or victimisation on the grounds of their race, sex, pregnancy or maternity, marital or civil partnership status, gender reassignment, disability, religion or beliefs, age or sexual orientation.The co-operation of all employees is essential for the success of this Policy. Senior employees are expected to follow this Policy and to try to ensure that all employees, subcontractors and agents do the same.Employees may be held independently and individually liable for their discriminatory acts by the Company and in some circumstances an Employment Tribunal may order them to pay compensation to the person who has suffered as a result of discriminatory acts.The Company takes responsibility for achieving the objectives of this Policy, and endeavours to ensure compliance with relevant Legislation and Codes of Practice.
Acting on Discriminatory Behaviour
In the event that an employee is the subject or perpetrator of, or witness to, discriminatory behaviour, please refer to the 44. Code of Ethics or 47 Whistleblowing.
Advice and Support on Discrimination
Employees may contact their employee or trade union representative if access to such an individual is possible.
Other contacts include:
Equality and Human Rights Commission
Manchester
Arndale House
The Arndale Centre
Manchester
M4 3AQ
London
Fleetbank House
2-6 Salisbury Square
London
EC4Y 8JX
Cardiff
Block 1, Spur D, Government Buildings
St Agnes Road
Gabalfa
Cardiff
CF14 4YJ
Glasgow
151 West George Street
Glasgow
G2 2JJ
Helpline Telephone Number:
Phone: 0808 800 0082
Textphone: 0808 800 0084
Website: www.equalityhumanrights.com
Citizens Advice Bureau3rd Floor North
200 Aldersgate Street
LondonEC1A 4HD
Website: www.citizensadvice.org.uk
Community Legal Services Direct
Telephone: 0845 345 4 345
Website: www.clsdirect.uk
The Extent of the Policy
• The Company seeks to apply this Policy in the recruitment, selection, training, appraisal, development and promotion of all employees. The Company offers goods and services in a fashion that complies with the spirit of this Policy.
• This Policy does not form a part of any employment contract with any employee and its contents are not to be regarded by any person as implied, collateral or express terms to any contract made with the Company.
• The Company reserves the right to amend and update this Policy at any time.
If you have any questions, don't hesitate to get in touch with us at hello@curiousagency.co.uk
