Curve — Client Engagement Terms

Last updated: 30 August 2026

Provider

These Terms are issued by Baseline Labs Ltd, a company registered in England and Wales, trading as Curve and Curve Contracts (Curve).

• Company number: 16968511
• Registered office: 71–75 Shelton Street, London WC2H 9JQ, United Kingdom
• Email: support@curvecontracts.com
• VAT: Curve is not registered for UK value added tax. See clause 3.1.

Agreement

Curve provides services to you (Customer) under two documents: a master engagement letter, signed once when the Customer is onboarded (Master Engagement Letter), and an engagement confirmation issued for each individual piece of work under it (Engagement Confirmation). Where Curve issues an invoice for a piece of work without a separate engagement confirmation, that invoice is the Engagement Confirmation for that work. The Master Engagement Letter and each Engagement Confirmation are together the Engagement Documents.

By signing the Master Engagement Letter, or by instructing Curve to begin work, the Customer agrees to these terms (Terms). The Engagement Documents and these Terms together form the agreement between the parties (the Agreement).

Where these documents conflict, the Engagement Confirmation prevails over the Master Engagement Letter, and the Master Engagement Letter prevails over these Terms. An Engagement Confirmation prevails only in respect of the work it describes.

The Services are provided for business use by professionals and organisations only. They are not offered to consumers. If the Customer is using the Services for an organisation, the Customer agrees the Agreement on behalf of that organisation and confirms that it has authority to do so. These Terms take effect on the date the Customer signs the Master Engagement Letter or, if earlier, the date Curve begins work at the Customer's request (Effective Date).

1. The Services

1.1. Engagements

Curve shall perform the services set out in each Engagement Confirmation (Services) and deliver the documents, advice and other materials identified in it (Deliverables). Each Engagement Document incorporates these Terms. Anything not described in an Engagement Confirmation is outside the scope of that engagement.

1.2. Standard of performance

Curve shall perform the Services with reasonable skill and care, and shall use people who are suitably qualified and experienced for the work in question.

1.3. Who performs the Services

Curve may perform the Services through its directors, employees, consultants and subcontractors (each a Consultant), and may engage any Consultant it considers appropriate without the Customer's consent. Curve remains responsible to the Customer for the Services and for the acts and omissions of every Consultant as if they were its own. Curve shall ensure that each Consultant is bound by confidentiality and data protection obligations no less protective than those in clauses 4 and 5.

1.4. Changes to scope

Either party may propose a change to the Services. A change takes effect only when both parties have agreed it in writing, including any change to the Fees and to the timetable. Curve is not obliged to perform work outside the agreed scope, and work performed at the Customer's request outside that scope is chargeable at Curve's then current rates.

1.5. Use of artificial intelligence tools

Curve may use artificial intelligence tools in performing the Services. Curve remains responsible for the Deliverables, and a Consultant reviews any material produced with the assistance of such tools before it is delivered. Curve shall not submit Customer Confidential Information to any tool that uses that information to train models available to third parties.

1.6. Other clients and conflicts

Curve provides services to a range of clients, including companies and law firms. In the course of that work Curve may review contracts to which the Customer is a party, or receive information about the Customer from third parties. Curve shall not use or disclose the Customer's Confidential Information for any other client and shall, where necessary, separate the Consultants working for the Customer from those working for another client whose interests conflict. Nothing in the Agreement prevents Curve from acting for any other client, or from reviewing or commenting on documents that are publicly available.

2. Nature of the Services

2.1. Curve is not a law firm

Baseline Labs Ltd is not a law firm. It is not authorised or regulated by the Solicitors Regulation Authority or by any other legal services regulator, and it does not carry out reserved legal activities within the meaning of section 12 of the Legal Services Act 2007.

2.2. Qualified lawyers, limited to their own jurisdictions

The Services are performed by qualified lawyers engaged as Consultants. They advise on the law of the jurisdictions in which they are admitted to practise, and on general commercial and contractual practice. They do not advise on the law of any other jurisdiction. Where the Customer needs advice on the law of a jurisdiction in which no Consultant is admitted, Curve shall say so and, if the Customer asks, instruct local counsel at the Customer's cost. Curve shall tell the Customer, on request, the jurisdictions in which the Consultants performing that Customer's work are admitted.

2.3. No lawyer-client relationship with individuals, and no assumption of privilege

The Customer's contract is with Curve. No lawyer-client relationship arises between the Customer and any Consultant personally. The Customer should not assume that its communications with Curve or with any Consultant attract legal professional privilege, and Curve gives no assurance that they do. Where privilege matters to the Customer, the Customer should instruct a regulated law firm.

2.4. Reliance

The Deliverables are prepared for the Customer and for the purpose stated in the Engagement Confirmation. The Customer shall not provide a Deliverable to a third party as a basis for that party's decisions without Curve's prior written consent, and Curve owes no duty to any person other than the Customer.

3. Customer obligations

3.1. Fees, taxes and payment

The Customer shall pay Curve the fees set out in the Engagement Confirmation (Fees).

The Fees are exclusive of value added tax and of any other sales, use, import, export or similar tax, duty or tariff (Sales Taxes). The Customer is responsible for all Sales Taxes. If Curve is required to account for a Sales Tax on the Customer's behalf, the Customer shall reimburse Curve promptly.

As at the date of these Terms, Curve is not registered for UK value added tax and does not charge it. If Curve becomes registered, value added tax will be added to the Fees at the applicable rate from the date of registration, and Curve will show its VAT registration number on its invoices. Where the Customer is a business established outside the United Kingdom, value added tax on the Services is generally accounted for by the Customer under the reverse charge in the Customer's own jurisdiction, and the Customer is responsible for doing so.

The Customer shall pay each undisputed invoice within the Payment Period stated in Schedule 1. An invoice is treated as undisputed unless the Customer notifies Curve in writing of the disputed amount, and the reason for the dispute, within that period. If an invoice is overdue, Curve may suspend the Services on written notice. Fees continue to accrue during any suspension, and payment of all overdue amounts is a condition of resuming work.

If Curve has to take legal steps to recover overdue amounts, the Customer shall reimburse Curve's reasonable costs of recovery, including legal fees.

The Fees and the other commercial terms of the Agreement are Curve's Confidential Information. Fees are based on the Services agreed rather than on the Customer's use of them, payment obligations are not cancellable, and Fees already paid are not refundable except as clause 6.4 provides.

3.2. Cooperation and information

The Customer shall give Curve the information, documents, instructions and access Curve reasonably needs to perform the Services, and shall do so promptly and accurately. Curve is entitled to rely on what the Customer provides without independently verifying it. Curve is not liable for a failure or delay in performance to the extent it is caused by the Customer's failure to comply with this clause.

3.3. Compliance with laws

The Services are provided from the United Kingdom. The Customer shall comply with all applicable laws and regulations in every jurisdiction in which it uses the Services, including export control and economic sanctions laws of the United Kingdom and, where applicable, of the European Union.

The Customer shall not provide Curve with any material that it does not have the right to provide. The Customer shall not provide Curve with special category personal data within the meaning of the UK GDPR, or with information subject to specific regulatory restriction, unless the parties have first agreed appropriate terms in writing, including a data processing agreement under clause 4.2 where one is required.

3.4. Publicity

Unless the Engagement Documents say otherwise, Curve may state that the Customer is a client of Curve and use the Customer's name and logo for that purpose on its website and in its marketing materials. Curve shall stop doing so at the Customer's written request.

4. Materials, Deliverables and data

4.1. Customer Materials

All documents, data and other materials the Customer provides to Curve remain the Customer's property (Customer Materials). The Customer grants Curve a non-exclusive, royalty-free licence to use, copy, store and adapt the Customer Materials for the purpose of performing the Services and for the period Curve is required to retain them under clause 6.3.

4.2. Data protection

Where Curve processes personal data contained in Customer Materials on the Customer's behalf, the Customer is the controller and Curve is the processor within the meaning of the UK GDPR and, where it applies, Regulation (EU) 2016/679. That processing is governed by a data processing agreement between the parties incorporating the terms required by Article 28.

Curve performs the Services from more than one country, and Consultants may be located outside the United Kingdom and the European Economic Area. The Customer authorises Curve to transfer personal data to those countries, and Curve shall put in place a transfer mechanism permitted under applicable data protection law for each such transfer.

Curve shall maintain administrative, technical and physical safeguards appropriate to the nature of the Customer Materials and the personal data it holds, and shall review and update them as necessary to protect against reasonably foreseeable risks to their security, confidentiality and integrity.

4.3. Deliverables

On payment of the Fees due for the relevant engagement, Curve assigns to the Customer all intellectual property rights in the Deliverables prepared specifically for the Customer. Curve retains all rights in its own templates, precedents, know-how, methods and tools, including anything of that kind developed or improved in the course of the Services, and grants the Customer a non-exclusive, perpetual, royalty-free licence to use any of that material embedded in a Deliverable, for the Customer's own business purposes.

4.4. Return of Customer Materials

If the Customer asks within the Return Period stated in Schedule 1 after the Agreement ends, Curve shall return or make available to the Customer the Customer Materials it holds. After that period Curve may delete them, subject to clause 6.3.

4.5. Anonymous data

Curve may collect and use anonymous and aggregated data about how its services are used. That data shall not identify the Customer or any individual and shall not include Customer Materials, Deliverables or personal data.

5. Confidential Information

5.1. Definition

Confidential Information means information of a party that a reasonable person would treat as confidential in the circumstances, or that would cause serious harm to the disclosing party or to a third party if it were improperly used or disclosed. Customer Materials and Deliverables are the Customer's Confidential Information. The Fees and the commercial terms of the Agreement are Curve's Confidential Information.

5.2. Obligations

Each party shall keep the other's Confidential Information confidential, protect it using at least reasonable care, and neither disclose it to any third party nor use it for any purpose other than performing the Agreement, save that either party may disclose it where a court, regulator or other authority with jurisdiction requires it, having first told the other party unless it is prohibited from doing so.

5.3. Exclusions

Confidential Information does not include information that is public at the time of disclosure or later becomes public other than through the receiving party's breach, that the receiving party already knew, or that the receiving party receives from a third party entitled to disclose it.

5.4. Publicly available documents

Terms and conditions, privacy policies, contracts and similar documents sent to Curve that are or become publicly available are not Confidential Information. Documents of that kind that are not publicly available are Confidential Information and are treated accordingly.

5.5. Duration

The obligations in this clause continue for the Confidentiality Period stated in Schedule 1 after the Agreement ends, and indefinitely in respect of any Confidential Information that is a trade secret.

6. Term and termination

6.1. Term

These Terms take effect on the Effective Date and continue for as long as the Master Engagement Letter is in effect. Each Engagement Confirmation runs for the period stated in it. Where an Engagement Confirmation provides for a recurring subscription or retainer, it renews automatically for successive periods of the same length unless either party gives notice of non-renewal within the Non-renewal Notice Period stated in Schedule 1.

6.2. Termination

Either party may terminate an Engagement Confirmation, or the Agreement, on written notice with immediate effect if the other party:

a. breaches the Agreement and does not remedy the breach within the Cure Period stated in Schedule 1 after written notice of it;

b. commits a breach that cannot be remedied; or

c. becomes subject to a bankruptcy petition, administration, liquidation, receivership or an arrangement with its creditors.

Either party may also terminate an Engagement Confirmation for convenience on the Convenience Notice Period stated in Schedule 1. Where the Customer does so, or where Curve does so, the Customer shall pay for Services performed and expenses incurred up to the termination date.

Curve may cease to act on written notice, without liability for doing so, where continuing to act would put it in breach of a professional conduct rule, a conflict of interest, or a legal or regulatory obligation. Curve shall explain the reason so far as it is permitted to.

Termination of these Terms terminates every Engagement Document made under them.

6.3. Effect of termination

On termination or expiry:

a. the Customer shall pay all Fees for Services performed and expenses incurred up to the termination date;

b. each party shall return or destroy the other's Confidential Information, subject to paragraph (c); and

c. either party may retain Confidential Information, Customer Materials and Deliverables to the extent required by law, professional obligation, its insurers or its records retention policy, or as necessary to bring or defend a legal claim. Information retained under this paragraph remains subject to clause 5.

6.4. Payment on termination

If the Customer terminates under clause 6.2(a), (b) or (c), Curve shall refund any Fees paid in advance for Services not yet performed. If Curve terminates under clause 6.2(a), (b) or (c), the Customer shall pay all Fees committed for the remainder of the term of every affected Engagement Confirmation. Termination does not affect any Fees payable for the period before it took effect.

7. Indemnities

7.1. By the Customer

The Customer shall indemnify Curve, its Consultants and its licensors against all third-party claims, and the reasonable costs, damages, losses, liabilities and legal fees arising from them, that arise out of the Customer's breach of clause 3.3 or out of Curve's use of Customer Materials the Customer was not entitled to provide.

7.2. By Curve

Curve shall indemnify the Customer against all third-party claims, and the reasonable costs, damages, losses, liabilities and legal fees arising from them, alleging that a Deliverable infringes that third party's copyright, patent or trade secret. This indemnity does not apply to a claim arising from Customer Materials, from the Customer's modification of a Deliverable, or from the Customer's use of a Deliverable other than as the Agreement permits, and the Customer shall indemnify Curve against a claim of that kind.

7.3. Procedure

A party seeking indemnity shall notify the other in writing promptly. The indemnifying party controls the defence, using counsel acceptable to both parties, and the indemnified party may participate at its own cost. Neither party shall settle a claim without the other's written consent where the settlement would admit the other party's liability or fault, or would impair a right or defence the other party would otherwise have.

8. Warranties

8.1. Mutual

Each party warrants that it has the authority to enter into the Agreement and to perform its obligations under it.

8.2. Curve

Curve warrants that it shall perform the Services with reasonable skill and care, as clause 1.2 requires. Curve does not warrant that any particular commercial, legal or regulatory outcome will be achieved, that a counterparty will accept any position taken in a Deliverable, or that a court or authority will reach any particular decision.

8.3. Exclusion of other terms

To the extent permitted by law, and except as the Agreement expressly states, all terms, conditions, representations and warranties implied by statute, common law or otherwise are excluded. Nothing in this clause excludes the term implied by section 13 of the Supply of Goods and Services Act 1982, which clause 8.2 states expressly.

9. Liability

9.1. Liability that cannot be limited

Nothing in the Agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

9.2. Cap

Subject to clause 9.1, each party's total liability arising out of or in connection with the Agreement, whether in contract, tort, indemnity or otherwise, is limited to the General Cap stated in Schedule 1. Liability under the indemnities in clause 7, and for breach of the other party's intellectual property rights, is limited to the Indemnity Cap stated in Schedule 1 rather than to the General Cap. The existence of more than one claim does not increase either limit.

9.3. Excluded loss

Subject to clause 9.1, neither party is liable for indirect, special, consequential or punitive loss, or for loss of profit, revenue, business, goodwill or anticipated saving, whether or not the party was advised that such loss was possible.

9.4. Claims lie against Curve alone

The Customer's claims in connection with the Services lie against Curve. The Customer shall not bring a claim in connection with the Services against any Consultant, director, officer or employee of Curve personally. Each of those persons may enforce this clause under the Contracts (Rights of Third Parties) Act 1999.

9.5. Independent limits

Clauses 9.2 and 9.3 operate independently of each other, and clause 9.2 survives any failure of an exclusive remedy under the Agreement.

10. Notices

A party may give notice by email to the address stated in the Master Engagement Letter, or by prepaid first class post or an internationally recognised courier to the other party's registered office. Notice by email takes effect when sent, unless the sender receives an automated failure message. Notice by post or courier takes effect on delivery.

11. General

11.1. Governing law

The Agreement, and any dispute or claim arising out of or in connection with it, its subject matter or its formation, including a non-contractual dispute or claim, is governed by the law of England and Wales.

11.2. Jurisdiction

The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement, its subject matter or its formation, including a non-contractual dispute or claim.

11.3. Assignment and subcontracting

Neither party may assign or transfer its rights or obligations under the Agreement without the other's written consent, which shall not be unreasonably withheld or delayed, save that either party may assign the Agreement, without consent, to a person who acquires substantially all of its shares or assets. Clause 1.3 governs Curve's use of Consultants, and nothing in this clause restricts it. The Agreement binds and benefits each party's successors and permitted assigns.

11.4. Relationship of the parties

The Agreement does not create a joint venture, partnership, employment, agency or exclusive relationship between the parties. Curve performs the Services as an independent contractor.

11.5. Force majeure

Neither party is liable for a failure to perform caused by circumstances beyond its reasonable control, provided it notifies the other promptly and takes reasonable steps to resume performance. If the circumstances continue for more than thirty (30) days, either party may terminate the affected Engagement Confirmation on written notice.

11.6. Third party rights

Except as clause 9.4 provides, a person who is not a party to the Agreement has no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

11.7. No waiver

A failure or delay in enforcing a right under the Agreement does not waive that right, and a single or partial exercise of a right does not prevent its further exercise.

11.8. Survival

Clauses 2, 4.2, 4.4, 5, 6.3, 6.4, 7, 8.3, 9, 10 and 11 survive termination or expiry of the Agreement.

11.9. Severability

If any provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be treated as modified to the minimum extent necessary to make it enforceable, or if that is not possible, deleted. The rest of the Agreement remains in force.

11.10. Variation

Curve may amend these Terms. An amendment applies to an Engagement Confirmation issued after the amended Terms are published, and does not change an Engagement Confirmation already in effect unless both parties agree in writing. Curve is not bound by any term in a Customer purchase order, acknowledgement or other document unless Curve has agreed to it in writing.

11.11. Entire agreement

The Agreement is the entire agreement between the parties on its subject matter and supersedes all earlier negotiations, discussions and agreements, written or oral, on that subject matter. Neither party has relied on any statement not set out in the Agreement. This clause does not limit liability for fraud.

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Schedule 1 — Key terms

An Engagement Document may state a different value for any term in this Schedule. A value stated in an Engagement Confirmation applies to that engagement only.