Terms & Conditions of Business

Definitions

In these terms and conditions (except where the context otherwise requires) the following words shall have the following meanings:

1. General

1.1 The preparation of the Proposal and the performance of the Project by the Company are subject to the Terms laid out below. The Client acknowledges that it has received a copy of the Terms together with the Proposal. Acceptance by the Client of the Proposal is deemed to include acceptance of the Terms in their entirety unless otherwise specified in advance and agreed in writing by a Director of the Company.

1.2 No variation of the contract between the Client and the Company shall be effective unless and until confirmed in writing by a Director on behalf of the Company.

1.3 The Company will abide by the MRS Code of Conduct, a copy of which can be obtained upon request. Acceptance by the Client of the Proposal is deemed to include an obligation on the part of the Client to comply with the MRS Code of Conduct, the UK Data Protection Act 2018 and the General Data Protection Regulation (GDPR). All fieldwork will be conducted in accordance with the UK Data Protection Act 2018, the GDPR, the MRS Code of Conduct, the IQCS quality standards and guidelines laid down by ESOMAR.

1.4 If during the development of the Proposal or the Project, the Client becomes aware or has reasonable cause to suspect there is any omission or inaccuracy in any assumption made by the Company, it shall inform the Company forthwith, in writing. It is the responsibility of the Client to check assumptions made by the Company, and if attention is not drawn to any omission or inaccuracy in the assumption, that assumption shall be deemed to apply for the purpose of the Project.

1.5 While the Company will endeavour to use the project team specified in the proposal, it retains the right to use other persons as it considers appropriate, including sub-contractors.

2. Fees

2.1 Any Quotation is valid for two months from the date of submission to the Client, after which time the Company reserves the right to withdraw or revise the Quotation.

2.2 The fees quoted are for the Services as set out in the Proposal. The Company reserves the right to levy additional fees:

• If the assumptions by the Company detailed in the Proposal as having been used to produce the costing are found to have material omissions or inaccuracies
• If the information provided by the Client is found to be misleading or inaccurate
• If the Client requests changes to the Project or its scale which result in higher costs being incurred
• If failure or delay by the Client in fulfilling its obligations imposes additional costs on the Company
• For projects involving currencies other than sterling, where Quotations are subject to exchange rate movements between Quotation and delivery

Should it be necessary to levy additional fees, the Company shall advise the Client as soon as is reasonably practical and give the Client the option to revise or terminate the Project by notice in writing.

2.3 In the event of a cancellation or postponement of the Project once commissioned, a charge will be made by the Company to cover fees on all work undertaken and the cost of all binding commitments entered into prior to the receipt of written notification.

2.4 In the event that the performance of the Project is rendered impossible or has to be deferred due to force majeure, the Company will endeavour to consult the Client as to whether the Project should be cancelled, postponed, or modified; but the Company reserves the right to take the final decision as to how to act in these circumstances. If cancelled, the Company shall be entitled to be paid all fees and costs already incurred or committed; if postponed or modified, the Company shall be entitled to revise the Quotation, in which event the Client shall have seven days in which to accept or reject such revised Quotation; in the event of the Client rejecting such revised Quotation, the Company shall be entitled to terminate the Project by notice in writing.

2.5 Unless otherwise stated, the cost outlined in the proposal is inclusive of three copies of the final reporting documents. Any additional copies will be subject to a supplementary charge, which will be notified to the Client in advance, in writing.

2.6 Unless otherwise specified, fees are in pounds sterling and are exclusive of VAT and, where appropriate, will be subject to the addition of VAT at the prevailing rate.

2.7 Unless otherwise agreed, fees will be invoiced in two stages: 100% of incentive costs plus 50% of the remaining project value on acceptance of the proposal, and the residual 50% balance on completion of the project.

The Company reserves the right not to commence work on the Project until written acceptance of the Proposal or a purchase order for the work is received from the Client, and the initial instalment of the costs is received. The Company also reserves the right not to deliver data, findings or reporting documents until at least 50% of the Project fees plus 100% of incentive costs have been received.

2.8 All invoices are due for payment in full within 30 days of the invoice date. The Company reserves the right to charge interest at 5% per annum above the prevailing Bank Base Rate on all overdue amounts. Interest will be calculated on a daily basis until payment and will be added to the outstanding amount without further notice or warning.

3. Confidentiality

3.1 The parties have imparted and may from time to time impart to each other certain confidential information relating to the Proposal or Project.

3.2 Each party agrees that it shall use such confidential information solely for the purposes of this agreement and that it shall not disclose directly or indirectly to any third party such information.

3.3 Unless given written permission to the contrary, the identity of the Client, the results of the Project, or any information obtained in confidence regarding the business of the Client shall, except as referred to below, remain confidential to the Company, its employees and any sub-contractors of the Company.

3.4 The Company shall not disclose the identity of any respondent contacted during the research to any third party, including the Client, and shall not attribute any information collected to any particular individual or company unless given express permission to do so by the individual or company concerned, and in any event subject to the provisions of the Data Protection Act 2018 and the General Data Protection Regulation (GDPR).

3.5 Reports and other records provided by the Company are normally for use within the Client's organisation or those of its consultants, and only on the Client's business. If wider circulation of results is intended, the Company's name may not be quoted in connection with the study until the exact form of any communication has been agreed by the Company. The Client undertakes to inform the Company of any intended wider publication prior to release and to offer identification of the Company as the supplier of the work to be published.

3.6 The Company may seek and the Client shall not unreasonably withhold permission to publicise the broad nature of the assignment and the Company's involvement, always providing that the Client's identity and the nature and detail of Project findings are kept confidential.

3.7 The Client hereby agrees that the transfer and processing of data will be carried out in accordance with the relevant provisions of the Data Protection Act 2018 and the General Data Protection Regulation (GDPR), notably that attributed information gained (including via audio/video recordings) will be used for research purposes only, and that any information relating to dissatisfaction with the Client will be used solely to deal with the specific issue raised.

The Company assumes that the Client is GDPR compliant and has a Data Protection Officer responsible for data compliance concerning relevant permissions regarding usage for market research purposes.

4. Rights of Ownership

4.1 Copyright in the Proposals remains the property of the Company.

4.2 All other written and electronic records of a Project, including questionnaires and working papers, remain the property of the Company, who will destroy these documents after a period of two years from the Project's completion unless notified otherwise by the Client.

4.3 Upon payment of all fees and expenses due in respect of the Project, the Project results and all information and reporting provided to the Client by the Company shall become the property of the Client.

5. Liability

5.1 The Client shall indemnify the Company against all claims, proceedings and liabilities (whether civil or criminal) of any kind whatsoever which may arise in consequence of the use, demonstration or consumption by any person of any goods or services supplied by the Client (or the Client's servants or agents) for the purposes of the Project, and against all legal costs, fees and expenses incurred by the Company in relation to any such claims, proceedings or liabilities.

5.2 Any results, prognoses, conclusions, recommendations and advice contained in any report or presentation are the result of careful analysis of the data. However, such data is based on small sample tests obtained by the Company and the Client acknowledges that such samples merely provide an indication, not a guarantee of the Company's findings. Accordingly, such reports and presentations are subject to the usual statistical norms and variables applied to research of this nature.

5.3 In translating survey results from the controlled test environment to the real marketplace, it is possible that some of the assumptions on which the report is based will not remain constant. Any subsequent change in market conditions, or to the test product/service itself, could impact the initial performance predictions including possible invalidation of the results. Further, as the results are just one factor to be taken into account by the Client, the Client accepts that the Company cannot be liable for the consequences of any action based on the report or its interpretation.

5.4 The Company's total liability in contract, tort (including negligence and breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Services, shall be limited to the amount of the fees paid by the Client to the Company in respect of the Project.

5.5 The Company shall not be liable to the Client for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs or expenses which arise out of or in connection with the Project.

5.6 The Company cannot be held liable for any loss or damage resulting from adjustment to timings stated within the Quotation in carrying out the Services.

5.7 The Company shall owe no duty of care in respect of the Project or the results of the Project to any party other than the Client. The Client shall not be entitled to assign the benefit of the Project or its results or the advice given by the Company.

5.8 The Company shall remain entirely responsible for all services carried out in connection with the project including any part of the work which may be subcontracted or outsourced, except where the choice of the subcontractor is beyond the Company's control.

6. Force Majeure

In these terms, "force majeure" shall mean any cause preventing either party from performing any or all of its obligations which arises from or is attributable to acts, events, omissions, or accidents beyond the reasonable control of either party so prevented, including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of the party so prevented or of any other party), act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of machinery, fire, flood, storm or default of suppliers or subcontractors.

7. Governing Law and Jurisdiction

7.1 These Terms and Conditions of Business, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter, or formation, shall be governed by and construed in accordance with the laws of England and Wales.

7.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions or their subject matter or formation.

7.3 The Client and the Company agree to comply with all applicable laws, regulations, and rules of the United Kingdom in relation to the performance of their respective obligations under this agreement.

7.4 Nothing in this section shall limit the Company's right to take proceedings against the Client in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

7.5 In the event of any conflict between the provisions of these Terms and any mandatory provisions of UK law, the latter shall prevail.

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