Terms of Business - Syndicated Research
- In the terms and conditions the following expressions shall have the following meanings:
a) `The Company’ shall mean Impact Research Limited or any associated subsidiary or holding company.
b) `The Client’ shall mean the person, firm or company with whom the Company has contracted to provide the services.
c) `Services’ shall mean the gathering of data and preparation of information, reports and other documents requested of the Company by the Client.
d) ‘Proposal’ shall mean the document provided to the client detailing the specification of the services including but not limited to the method, sample frame, analysis and reporting, timings and quotation.
- The Contract for the provision of Services is made between the Client and the Company.
- These Terms of Business take effect from 25th November, 2022 and supersede any previous terms of business issued by Impact Research Limited.
- These terms and conditions shall be deemed to be incorporated into the Contract together with other matters as are contained or referred to in the Company’s quotation accepted by the Client. Such terms and conditions shall bind the Client and the Company unless varied by an agreement in writing signed by both parties.
- The Company’s Proposal shall be exclusive of value added tax and shall remain valid for 60 days from the date of issue. After such time The Company reserves the right to amend the Proposal and any associated costs.
- The Company’s Proposal shall be deemed to have been accepted by the Client’s agreement in writing by digital or physical means. The Company’s key project design material including questionnaire and sample frame will be shared with the client prior to commencement of fieldwork and shall be deemed to have been accepted by the Client either in writing by digital, physical or verbal means.
- Unless otherwise agreed in writing, payment for the Services shall be made by the Client as to 70% of the total amount of the Company’s quotation plus VAT upon acceptance by the Client. The remaining 30% thereof plus VAT on delivery of the report to the Client. Where a survey is to be carried out in separate stages with interim reports, payment for each stage shall be completed in advance of each stage.
- Unless otherwise agreed in writing, all invoices raised by the Company shall be paid within 30 days of the date of issue.
- In the event that payment is not received within 30 days of the issue date of an invoice, or that of an agreed term, the Company reserves the right to charge interest at a rate of 3% above the Bank of England base rate and to amend the terms associated with the percentage payment due.
- If at any time after acceptance of the Proposal the Client wishes to alter any of the terms of the Contract the Company reserves the right to make such additional charge as the Company in its sole discretion deems reasonable.
- If at any time after acceptance of the Proposal the Client cancels the Contract through termination of Services for any reason, the Company reserves the right to charge the Client cancellation charges which will be determined depending on the stage at which the project is at. This will be the higher of the following:
a) Costs incurred as a result of contracted staff time worked on the project, notice periods of contracted staff, associated fieldwork / partner costs and other associated external costs.
b) 25% of the value of the project from commissioning to the start of project design; 50% of the value of the project from starting project design to the start of fieldwork; 75% of the value of the project from fieldwork start to fieldwork end; 100% of the value of the project once the fieldwork is complete.
- The Company shall provide copies of the proposal, questionnaire(s), fieldwork materials, analysis inputs, reports as standard, sent electronically by email upon project completion.
- Personal data provided to Impact Research Limited or collected as part of the project will be deleted 3 months after project closure. Primary data records will be retained by Impact Research Limited for 12 months after project closure. All other project materials such as anonymized data files, reports and questionnaires will be retained for 2 years after project closure. After these elapsed time periods we reserve the right to delete project materials without further notice.
- The Company shall carry out the Services in accordance with the Standard Code of Conduct adopted by the Market Research Society, ISO 20252 and the ICC/ESOMAR International Code on Market, Opinion and Social Research and Data Analytics. Such codes are deemed to be incorporated within these terms and conditions copies of which will be made available to the Client on request.
- All documents, questionnaires, removable storage devices or other items upon which data is recorded remains the property of the Company. Copies of such material in an anonymous form can be made available to Clients on request. If a respondent so wishes, a record will be destroyed or deleted upon request so as not to infringe on their anonymity.
- The Client shall provide all necessary information, products and other material to enable the research to be carried out upon acceptance of the Proposal or to an agreed date, and shall answer all queries or requests for signing off key project documents or information which may arise during the course of the Contract promptly so as to prevent any delay or cancellation of fieldwork. In the event that a delay or cancellation of fieldwork occur as a result of the inability to obtain relevant information from the Client, or any delay for any other reason caused by the Client, the Company reserves the right to charge such additional sums and/or extend project timings at the sole discretion of the Company as it deems reasonable.
- The copyright in all reports and preliminary work shall remain vested in the Company. All work undertaken by the Company for the Client shall be carried out exclusively for the Client to be used in connection with its business and shall not be disclosed to any third party without the prior written consent of the Company nor shall the Company’s name be used by the Client or any third party in connection with any services provided by the Company without its prior written approval.
a. Supplier shall at all times retain sole and exclusive ownership rights in the Syndicated Deliverables as well as all Supplier IP;
b. Client may not sell, distribute, copy or reproduce in full or in part any of the Syndicated Deliverables, without authorisation from Supplier, which Supplier may withhold in its sole discretion; and
c. this Agreement constitutes a revocable, non-exclusive license from Supplier to Client to use the Syndicated Deliverables solely for internal purposes, subject at all times to the ownership rights of Supplier set forth herein.
- Services, such as fieldwork, may be sub-contracted to such other companies and firms as the Company shall decide. All such sub-contractors shall carry out the services in conformity with the standards required by the Market Research Society and follow all relevant legislation, such as GDPR.
- With respects to indemnification and liability:
a) The Company and Client shall indemnify the other of them and keep the other fully and effectually indemnified against any loss of or damage to any real and tangible property injury to or death of any person caused by any negligent act or willful misconduct of it, its employees, agents or sub-contractors.
b) Except in respect of injury to or death of any person as provided in subclause a) neither party will be liable to the other party above the aggregate liability for breach of contract or for misrepresentation or otherwise in respect of the Services shall in no circumstances exceed the amount received by the Client in consideration of the Services.
c) Notwithstanding anything else contained in these terms of business neither party shall be liable to the other party for loss of profits or contracts or any other indirect or consequential loss whether arising from negligence, breach of contract or howsoever.
d) Neither Party shall be liable or be deemed to be in breach of this agreement by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the services, if the delay or failure was due to force majeure or any cause beyond its reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Party’s reasonable control:With respects to indemnification and liability:
i) Act of God, explosion, flood, tempest, fire or accident.
ii) War or threat of war, sabotage, insurrection, civil disturbance of requisition.
iii) Acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority.
iv) Import or export regulations restrictions or embargoes.
e) The Client shall indemnify and hold the Company indemnified in respect of any loss suffered by the Client or the Company (whether by way of claim damages costs and expenses or otherwise) as a result of any material services information or representations supplied or given by the Client in connection with the Services.
f) The Client acknowledges that it is in a better position to foresee and evaluate any loss it might suffer in connection with its use of the Services and that it is able to insure against such loss to such extent as will be sufficient having regard to the particular circumstances of the Client and the provisions of this Clause.
g) The Client expressly acknowledges that the provisions of this Clause satisfy the requirements of reasonableness specified in the Unfair Contract Terms Act 1977 and that it shall be stopped from claiming the contrary at any future date in the event of any dispute concerning the Company’s liability hereunder.
h) The provisions of this Clause shall remain in full force and effect notwithstanding termination of the Contract for whatever reason.
- Where Services are provided abroad and through currency fluctuations the cost to the Company exceeds the cost reflected in the quotation, the Company shall be entitled to make an extra charge to cover the difference. The Company shall provide the Client with 60 days’ notice of any charge in fees and the opportunity to terminate without penalty if the Client does not agree to a proposed change.
If the Client requests the Company to appoint a sub-contractor the Company shall not be liable for the Services provided by the sub-contractor.
The Contract and these terms of business shall be governed by and construed in accordance with English law and both parties agree to submit to the jurisdiction of English Courts.