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Icology Research Solutions
Icology Research Solutions
Terms and Conditions
1. DEFINITIONS
In these conditions:-
1.1 "the Client" means the person, firm or company to whom this confirmation of contract is addressed.
1.2 "the Company" means Icology Research Solutions whose office is at 25a Alexandra Rd, Ford, Plymouth. PL2 1JX
1.3 "the Contract Date" means the date of this confirmation of contract.
1.4 "the Information" means all data produced pursuant to the provision of the Service, including but not limited to completed questionnaires, computer tape, the findings of the survey and the survey report.
1.5 "the Service" means the provision by the Company to the Client of the research and the information, details of which are set out in the survey confirmation.
2. FORMATION OF THE CONTRACT
2.1 These conditions shall form the basis of the contract between the Company and the Client. Notwithstanding anything to the contrary in the Client's standard booking conditions, these conditions shall apply except so far as expressly agreed in writing by a person authorised to sign on behalf of the Company. Any variation to this contract in terms of techniques or sample sizes shall not affect any of the other terms of this contract.
2.2 No servant or agent or the Company has power to vary these conditions orally.
2.3 Unless otherwise expressly stated in writing, all quotations and estimates by the Company are invitations to treat. The Client's booking request is an offer which offer will be accepted by the Company posting its confirmation of contract.
2.4 The signature of the Client or its representative of this confirmation of contract shall constitute acceptance by the Client of these conditions. In the absence of signature by or on behalf of the Client of these conditions, the agreement of the Client to the final form of the questionnaire will constitute acceptance by the Client of these conditions.
2.5 The Company will provide the Service to the Client at the request of any representative of the Client unless otherwise instructed in writing by the Client.
2.6 The construction, validity and performance of these conditions and this contract shall be governed by English Law.
2.7 These conditions supersede all previous terms and conditions of contract issued by the Company.
2.8 These general conditions shall be subject to such special conditions as may appear in the survey confirmation.
2.9 In the event of any conflict, or apparent conflict, between the special conditions and these general conditions, the special conditions shall prevail.
2.10 All notices to be served hereunder shall be served by first class pre-paid post or facsimile message at the office or principal trading address of the intended recipient. Notices shall be deemed served when they would ordinarily have been received in normal business hours according to the means of transmission of such notices.
3. CANCELLATION
3.1 The consent of the Company to cancellation or variation of the contract shall not in any way prejudice the Company's right to recover from the Client full compensation for any loss or expense arising from such cancellation or variation on an indemnity basis.
3.2 Subject to any special conditions appearing in the survey confirmation, the Client may terminate the contract by giving not less than 1 week's prior notice of termination.
3.3 In the event of termination of the contract prior to completion of the Service, the Client will be liable to pay that proportion of the fees (as set out in the survey confirmation) as represents all work carried out, expenses incurred and financial commitments entered into by the Company as at the date of termination of the contract in accordance with clause 3.2 above, such proportion to be calculated by the Company at its sole discretion.
4. PRICE
4.1 The fees set out in the survey confirmation shall apply only in relation to the techniques and sample sizes set out therein. Any alterations to techniques or sample sizes proposed by the Client may, in the sole discretion of the Company, result in increased fees being payable.
4.2 The provision by the Client of inaccurate information in relation to the Service may result in an increase in the fees set out in the survey confirmation.
4.3 The fees are quoted exclusive of VAT which will be added to all invoices at the rate applying at the appropriate tax point.
4.4 If, through any currency fluctuation, the sterling equivalent of the cost to the Company of any obligations incurred in respect of overseas work for the Client exceeds the cost reflected in the survey confirmation, the Company shall be entitled to charge for such obligations at the exchange rate which is in operation at the time remittance is made abroad.
5. PAYMENT
5.1 Unless the survey confirmation makes specific provision for phased payments, the fees payable in respect of the Service will be invoiced as to 50% on the Contract Date and 50% upon delivery of the information.
5.2 Invoices in respect of the Service are payable within 21 days of the date of the invoice.
5.3 The Company reserves the right to charge interest at 3% per annum above the base rate from time to time in force of Lloyds Bank Plc on all overdue invoices.
5.4 The Client shall not be entitled to set off against any amount payable under this contract any amount due by the Company to the Client under any other agreement.
5.5 Without prejudice to any other rights of the Company, if the Client shall fail to make punctual payments of any monies due under any agreement between the Company and the Client, the Company may at its option, either withhold the provision of the Service and/or the information, until the total indebtedness of the Client to the Company has been discharged, or cancel this contract.
5.6 The Company reserves the right at any time at its discretion to demand security for payments before continuing with the provision of the Service or delivering any of the information to the Client, notwithstanding any subsisting agreement to provide credit to the Client or any provision to the contrary contained in these conditions.
6. COPYRIGHT AND CONFIDENTIALITY
6.1 The copyright in the information shall be and shall remain owned by the Company.
6.2 All of the information is confidential to the Company. To the extent that the information is given to the Client, the Client undertakes to take all reasonable precautions to maintain the
confidentiality of the information and not to allow access to the information other than to:-
6.2.1 those of the Client's employees who have reasonable need to have access to same; and
6.2.2 professional advisers to the Client (such as advertising agencies and P.R. Consultants) but only on the specific understanding that such professional advisers do not pass on or use any of the information for clients of theirs other than the Client.
6.3 In the event of the Client wishing to publish all or any part of the information, the Client must obtain the prior written approval of the Company and must acknowledge the Company as the source of the published material.
6.4 The information (in whatever form) shall at all times remain the property of the Company which may, at its discretion, destroy all or part of same after two years following the date of delivery of the Information.
6.5 In the event that a Survey involves the receipt by Icology Research Solutions of names and addresses, or other data subject to the Data Protection Act 1998 held by the Client on computer files or on paper it is the Client's responsibility to ensure compliance with the Data Protection Act 1998 by notifying such data for market research purposes. The Client warrants that no breach of confidentiality shall occur through any such supply of data and shall indemnify the Company from all such claims.
7. CARRYING OUT OF THE SERVICE
7.1 In the event that the Company shall be commissioned to conduct a survey requiring interviewees to examine or use any products, the Client shall indemnify the Company against any action by any interviewee or third party relating to the description, presentation or use of such products whether or not the Client is the manufacturer, distributor or agent for such products.
7.2 Any alteration to techniques or sample sizes from those set out in the survey confirmation, proposed or acquiesced to by the Client, may result in the delivery of the Information being delayed.
7.3 The Company reserves the right to sub-contract all or any part of the Service, including but not limited to the research described in the survey confirmation, to recognised suppliers, but subject to the appropriate quality controls and to the prior notification to the Client of the intention to sub-contract.
7.4 If the Company is required by the Client to sub-contract any part or parts of the Service to a named sub-contractor or one or more of several named sub-contractors, no warranty can be given by the Company as to the quality or accuracy of such part or parts of the Service.
- The Company will use its reasonable endeavours to deliver the information on or before the date stated as the Delivery Date in the survey confirmation but time of delivery of the Information shall not be of the essence.
- The Company reserves the right to collect e-mail addresses from respondents on non-Business CATI and CAPI surveys where the sample has not been provided by the Client, for the purpose of further participation in market research surveys carried out by the Company.
8. NON-SOLICITATION
8.1 The parties each undertake with the other that during the period commencing on the Contract Date and ending six months following the date of delivery of the Information, neither party shall canvass, or solicit for direct or indirect employment, any personnel of the other party, or proceed with any approach made by or on behalf of any such personnel, unless the prior written consent of the employing party is obtained.
9. QUALITY OF SERVICE
9.1 The Information will contain material derived from sample surveys carried out in accordance with accepted market research methods and as such, are subject to limits of statistical error.
9.2 The Company shall use all reasonable endeavours to ensure the accuracy of the Information, but no warranty is given as to the accuracy of any data provided by interviewees.
9.3 All warranties or other terms implied by statute or otherwise shall not apply to this contract, including but not limited to those implied by the Supply of Goods and Services Act 1982 and the Consumer Protection Act 1987.
9.4 The Company shall not be liable for any consequential or indirect loss suffered by the Client or any third party in relation to the contract and the Client shall indemnify the Company in respect of any claim of any person in respect of such consequential or indirect loss.
9.5 The entire liability of the Company under this contract shall not in any event exceed the fees payable under this contract, save in respect of the Company's liability for death or personal injury resulting from negligence.
10. FORCE MAJEURE
10.1 The Company shall not be liable for any delays in or failure to provide the Service arising from circumstances outside its control, including but not limited to lockouts, fire, accident, adverse weather conditions or the failure of any software or Information supplied by the Company (or any part of it) to achieve Millennium Compliance, or postal or railway strikes.
11. WAIVER
11.1 The failure by a party to enforce in any instance the performance by the other of any provision of the contract shall not be construed as a waiver of the first party's rights to future performance of such or any other provision of the contract.
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Contact
Dr Rob Burton
Icology Research Solutions
07866 052021
Dr. Rob Burton, 25a Alexandra Rd, Ford, Plymouth.PL2 1JX Devon UK.VAT No: 900121890