Terms and Conditions : Contracts for Services v5.1
QRS Market Research Limited
Company number: 02827951
99 Bridge Road East,
Welwyn Garden City,
‘The Company’ is QRS Market Research Ltd;
‘Client’ the person or organisation buying or seeking to buy Services from The Company;
‘Contract’ a contract made between The Company and the Client for the supply of Services in accordance with these terms and conditions;
‘DPA’ Data Protection Act 1998 and any replacement or re-enactment of this legislation;
‘Order’ a written notice issued by the Client to The Company requesting the Services set out in a Quotation;
‘Output materials’ the reports, tabulations, presentations, findings or other works created by The Company under a Contract;
‘Quotation’ a formal written document setting out the proposed Services and their costs;
‘Services’ any research project or other services or works conducted by the Company under a Contract.
Headings are for information only and do not form a part of these Terms and Conditions.
SCOPE OF THESE TERMS
The following rules apply to each Contract made under these terms and conditions: a reference to a statue or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
All Services shall be provided by The Company subject to a Contract made under these terms and conditions, unless otherwise agreed in writing. These terms and conditions shall apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Client agrees that it has not relied on any statement, promise or representation made or given by or on behalf of The Company that is not set out in a Contract.
These terms and conditions supersede any previous terms and conditions issued by The Company.
The Client and The Company agree that the Services shall be conducted in accordance with the Codes of Conduct of the Market Research Society and ESOMAR. Research is conducted in compliance with ISO 9001 & ISO 20252.
The Company abides by its’ obligations under the DPA (and where The Company is acting as data processor for the Client) including but not limited to: where required appointing a data protection officer; keeping all appropriate and mutually agreed records in relation to personal data processing activities; only acting on the Client’s written instructions; ensuring that all personnel who process personal data on behalf of The Company are subject to confidence and undergo appropriate training; assisting the Customer (and any regulatory authority) by providing data for formal responses to subject access requests and in relation to DPA breach notifications; submitting to reasonable requests from the Client for audit and inspection of its activities under the DPA or providing sufficient information to enable the Client to comply with its reporting obligations under the DPA; and informing the Client of any breaches of the DPA as soon as possible after it becomes aware of a breach.
QUOTATIONS AND ORDERS
Quotations are valid for 30 days from the date of submission, unless specified in writing by The Company otherwise. Provision of a Quotation is not legally binding and The Company cannot guarantee availability or capacity.
No Contract shall come into existence until the Client issues an Order which is accepted and agreed by The Company.
Any changes to the Services as set out in the Quotation, Proposal or other document or as otherwise agreed, made at the request of the Client or with the agreement of The Client, may result in additional costs being incurred. The Company shall not be obliged to notify The Client in advance of such additional fees.
Value Added Tax, where appropriate, will be added to invoices at the prevailing rate at the time of invoicing.
Unless otherwise specified and agreed in advance, half of the total costs will be invoiced on the commencement of the Services, the balance on completion. If a written report and presentation are required, then invoicing will follow the first delivery of either output. If no report or presentation is required, final invoicing will be on completion of the project.
If the Services involve the provision of incentives and external venue/equipment hire, then unless otherwise specified and agreed, the full costs of such services, plus an agreed handling charge will be invoiced at the point of Order commission with payment required upon receipt.
Incentives will be subject to Value Added Tax (VAT) unless QRS is acting as an agent and the recharge payments are dibursement with all of the following conditions being met and documented:
If any of the above conditions are not met then The Company will charge VAT on incentive payments at the prevailing rate.
If the Services involve invoicing in any currency other than GB Pounds Sterling (‘GBP’), the costs set out in the Quotation shall be based on the exchange rate on the date of the Quotation. Only a GBP costs figure is fixed and if the Quotation sets out costs in another currency such costs are subject to exchange rate fluctuation and any subsequent change in the exchange rate will be passed on to the Client.
The invoice will be in GBP (unless special arrangements have been made and agreed at the time of the Order) and the Client shall ensure that any payments made in other currencies to The Company’s designated bank account is equivalent to the GBP amount on the day of payment and pays both parties bank charges.
All invoices are due for settlement within 30 days of submission of invoice unless otherwise specified and agreed in advance.
Invoices unpaid on expiry of the agreed period will incur interest under the Late Payment of Commercial Debts (Interest) Act 1998 (currently at a rate of 8% above the Bank of England base rate plus a further sum of between £40 and £100 per invoice as a fixed sum under the proscribed statutory table of compensation).
In the event of the Client delaying payment for more than 30 days beyond the due date, The Company reserves the right, after notifying the Client in writing of its intentions, to suspend or terminate the Services, in which case the Services shall be deemed to have been postponed or cancelled by the Client. Any goods or other tangible items (including Output Materials) supplied to the Client as part of the Services, remain the property of The Company until fully paid for.
POSTPONEMENT OR CANCELLATION
In the event of the Services being postponed or cancelled by the Client after a Contract has been commissioned, costs may be charged by The Company to the Client based on time and materials as actually incurred on the Services to the date of postponement or cancellation). In addition, 20% of the overall Services costs, as set out in the Quotation, will be charged to the Client if cancellation or postponement is received with 15-30 days’ notice prior to any agreed commencement date, 35% if cancellation or postponement is received 8-14 days prior to any agreed commencement date and 50% if received with 7 days or less notice.
Without limiting its other rights and remedies either The Company or the Client may terminate a Contract with immediate effect by written notice if the other party: commits a material breach of that Contract and (if that breach is remediable) fails to remedy the breach within 14 days of being notified in writing of the breach; or is unable to pay its debts as they fall due or is insolvent (or any act is taken to wind up that other party or negotiate with creditors) or any event occurs that is equivalent or similar to insolvency (‘Insolvency Event’). The Company reserves the right to suspend delivery of the Services if the Client is subject to an Insolvency Event.
INDEMNITY AGAINST CLAIMS FROM THIRD PARTIES
The Client shall indemnify The Company against all loss, cost or liability which may arise in consequence of the use, consumption or demonstration of any goods or services supplied by the Client or provided at the Client’s request for the purposes of the Services. The Client shall indemnify the Company and keep it indemnified against any claim that use by the Company of any information or materials supplied by the Client infringes any third party right or title (including but not limited to rights in personal data, or intellectual property rights).
LIMITATION OF LIABILITY
Nothing in these terms and conditions shall limit or exclude The Company’s liability for: death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; fraud or fraudulent misrepresentation; or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Otherwise The Company shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any Contract; and The Company’s total liability to the Client in respect of all other losses arising under or in connection with a Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall in no circumstances exceed £5,000,000. These limitations shall survive termination of a Contract.
The Company agrees to notify the Client in advance if it intends to sub-contract any substantial part of the Services. The Company may subcontract the Services where the work includes coding, data entry and data processing. Full details of the Company’s sub-contracted suppliers undertaking personal data processing services subject to the DPA are available on request.
NAMED PERSONNEL AND SUB-CONTRACTORS
Where it is stated in a Quotation or elsewhere agreed between the parties, that named individuals or sub-contractors will be involved in a Contract for Services, The Company reserves the right to substitute other individuals or sub-contractors on notice, when this is considered necessary or appropriate by The Company.
INTELLECTUAL PROPERTY RIGHTS
Copyright and all other intellectual property rights vesting in Quotations, written proposals, research specifications, methodological design (including questionnaires), belong to The Company and no part of any such materials shall be used or published by the Client. This restriction remains in force for the full period such rights continue regardless of whether any Services have been commissioned or completed.
Subject to payment in full of the Contract costs, The Company shall and does hereby grant to the Client a perpetual, free of charge, worldwide, right and licence to use the intellectual property rights vesting in such Output Materials supplied under Contract, such use limited to the internal business purposes of the Client. The Client agrees not to disclose such Output Materials to third parties (other than to associated companies or professional advisors such as advertising agents) except with the express prior written permission of The Company. No right is granted to the Client to adapt the Output Materials without the express prior written consent of The Company. In the event that such wider disclosure is permitted The Company shall have the right to be acknowledged as the source of the Output Materials or any of their content in a manner to be agreed by The Company.
FORECASTS, PROJECTIONS, RECOMMENDATIONS
If the Output Materials include any predictions or forecasts, whether of sales, market shares, market sizes or other matters, such predictions or forecasts are made in good faith but are intended only as an aid to the Client’s own consideration and judgement and The Company does not warrant their accuracy, nor shall it be liable for any consequences of the Client’s use of such forecasts or predictions (whether or not The Company have been advised of their intended use).
If the Output Materials include any recommendations, such recommendations are made in good faith but are intended only as an aid to the Client’s own consideration and judgement and The Company shall not be liable for any consequences of the Client’s use of these recommendations (whether or not it has been advised of the same).
In the event of any error in Output Materials, The Company will use its best endeavours to correct the error at its own expense, but will not be liable for the Client’s consequential or any other loss, damage, cost or expense arising from the error.
CLIENT LISTS AND CONFIDENTIALITY
The Client agrees that their name may be quoted on any client list issued by The Company for up to three years after the completion of the Services. The Company undertakes not to reveal to any third party any detailed information about any Contract or Services carried out for the Client without the Clients express permission.
STORAGE//RETURN OF MATERIALS
The Company undertakes to store free of charge records generated under any Contract (including questionnaires, video or audio tapes, data files) for a period of one year from completion of the Services. After this time The Company may destroy all such records, without reference to the Client, unless specifically agreed with the Client that further storage shall be provided. The cost of such further storage will be agreed and charged to the Client. If the Client requires any materials supplied by the Client to be returned to them, notice must be provided to The Company and costs of such activity must be agreed with the Client.
Where the Client supplies or requests any materials or information for use in the Services, the Client undertakes to supply all necessary information to ensure that such materials are not hazardous to employees of The Company or other people.
The Company will obtain the appropriate level of consent to comply with DPA, where applicable. However, for mystery shopping services it is the Client’s responsibility to ensure that employees of their own or their end client’s organisation have been informed that mystery shopping takes place and how the results will be used. If mystery shopping includes recording techniques e.g. video or audio, it is the Client’s responsibility to ensure that its employees have been suitably informed. Such recordings shall be kept a maximum of 12 months. Where consent cannot be obtained e.g. competitors, then recordings cannot be conducted.
SAMPLE / PANEL DATABASE
When The Company is recruiting free found respondents or from sample respondents it has purchased, The Company shall have the sole and exclusive right to invite respondents to join The Company’s sample/panel database unless the Client has specifically requested that this should not take place in relation to the particular Contract being undertaken.
The Company shall make every effort to complete the Services according to any agreed timescale set out in the Quotation, but any such dates or timescales are estimates only and time shall not be of the essence of the Contract between the Client and The Company. Completion of the Services by a specific date shall not be a condition of the Contract, and The Client shall not be entitled to withhold any or all of the costs for the Services as a result of any failure of The Company to complete the Services by any agreed date. The Company shall not be liable for any loss or damage, direct or consequential, resulting from any delay in completing the Services.
The only circumstance in which time will be deemed to be of the essence is if prior written agreement specifies a guaranteed delivery date with a full description of the consequences which will result from any failure to meet this guaranteed delivery date.
Sample sizes quoted are estimates only can only be undertaken on a best effort basis not withstanding situations outside The Company's control including, but not limited to; acts of God, adverse weather conditions, industrial action, unexpected lower incidence or footfall. No reduction in costs for a smaller sample that is deemed outside of The Company's control where it is deemed outside of The Company's control. The Company will not be held responsible for sample sizes achieved on postal or internet surveys as it is deemed outside of The Company’s control.
Unless a Quotation sets out an alternative agreed methodology, random probability sampling techniques will be adopted.
If the Services include the conduct of group discussions, and no number of participants is specified, The Company shall endeavour to ensure that eight participants attend, but five participants shall be considered an acceptable minimum for a valid group discussion. With the exception of recruitment from any lists supplied by the Client, the following recruitment techniques will be deemed acceptable, unless otherwise agreed in writing with the Client in advance of the Services commencing: Telephone free found; snowballing; door to door; in street face to face; via online panels.Unless specified in advance by The Company or at The Clients request focus group participants will be screened to ensure that they have not attended a group discussion in the previous 6 months, nor taken part in a discussion on a similar subject.
Although The Company will endeavour to ensure that all internet based services remain available throughout any specified period, it cannot be held responsible for any service faults caused by a third party such as an ISP. Nor can The Company be responsible for the number of email invitations that are rejected by recipients, or the recipients’ ISP’s as spam.
The Company reserves the right to defer the date of delivery of the Services or to cancel the provision of Services, without any liability to it, if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of The Company including, but not restricted to, forces of nature & industrial action.
Any variation to a Contract or these terms and conditions shall only be binding when agreed in writing and signed by The Company.
LAW AND JURISDICTION
These terms and conditions and each Contract, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and exclusively construed in accordance with English law. All disputes arising under a Contract shall be heard in the exclusive jurisdiction of the courts of England and Wales.
Nothing in these terms and conditions is intended to or shall be deemed to constitute a partnership or joint venture of any kind between The Company and the Client.