Terms & Conditions for the Supply of Services
1.1 In these conditions:
Agency - Means Face Facts Consultants trading as Face Facts Research (registered number 8770041) whose registered office is Granby House, 7 Otley Road, Headingley, Leeds, LS6 3AA.
Client - Means the person named in the Quote/proposal for whom the Agency has agreed to provide the Service in accordance with these Conditions
Conditions - Means the terms and conditions of market research supply as set out in this document.
Confidential Information - All information which is confidential in nature regardless of the medium, whether written, oral or otherwise, concerning each party and its business, including the terms of the Agreement, but excluding any information which is in the public domain; or becomes generally available to third parties through no fault of the other party; or which was lawfully in the possession of the other party prior to such disclosure; or the disclosure of which is required by law; or the disclosure of which is expressly approved by the disclosing party.
Contract - Means the contract for the provision of the Service.
Force Majeure - Means, in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any strike, lock-out or other industrial action).
Intellectual Property Rights - Means patents, trademarks, design rights, applications for any of the foregoing, copyright, moral rights, database rights, trade or business names, domain names, website addresses, whether registered or otherwise, (including applications for the right to apply for registration of any such rights), and any similar rights in any country whether currently existing or created in the future, in each case for their full term, together with any renewals or extensions.
Price - Means the price for the Service as detailed in the Quote/proposal.
Service - Means the service to be provided by the Agency for the Client and referred to in the Quote/proposal.
Quote/Proposal - Means the documents to which these conditions are supplied.
VAT - Value added tax chargeable under English law for the time being and any similar additional tax.
Written/Writing - Includes without limitation, writing by email, fax and comparable means of communication, such communications between authorised personnel of both the Agency & Client.
1.2 The heading in these conditions are for convenience only and shall not affect their interpretation
2. Supply of Service
2.1 The Agency shall provide the Service set out in the Quote/Proposal to the Client subject to these conditions. Any changes or additions to the Quote/proposal or these conditions must be agreed in writing by the Agency and the Client.
2.2 Each party warrants, undertakes and represents to the other that it has all necessary rights (including Intellectual Property Rights), consents and licenses in order to perform its obligations under this Agreement and to grant the rights granted to the other Party under this Agreement.
2.3 The Client shall at its own expense supply the Agency with all necessary documents or other materials, and all necessary data or other information relating to the Service, within sufficient time to enable the Agency to provide the relevant part of the Service in accordance with the Quote/proposal. The Client shall ensure the accuracy of all such documents and materials.
The client is responsible for ensuring that all documentation, materials, data and information provided to the Agency is accurate, does not breach any applicable Law or is not defamatory in any way.
2.4 The Client shall at its own expense retain duplicate copies of all documents and material provided to the Agency and insure against its accidental loss or damage. The Agency shall have no liability for any such loss or damage, however caused.
2.5 All materials and other items/stimulus/documents produced by the Agency for the Client shall be at the sole risk of the Client from the time of delivery to the client.
2.6 The Service shall be provided subject to these conditions and in accordance with the Quote/proposal.
2.7 All fees quoted are valid for 90 days. Any projects/services commissioned after 90 days may be subject to revised costs.
3.1 The Agency shall not be liable to the Client or deemed to be in breach of this Agreement by reason of any late or non-delivery, if the delay or failure was due to any cause beyond the Agency’s reasonable control including (without limitation) any failure by, or on behalf of, the Client to provide the Agency with information, approvals or consents or any other materials as may be necessary to allow the Agency to provide the Services.
4. Delay by Client
4.1 If the completion of the Service in accordance with the Quote/proposal is delayed as a result of the Client’s instruction or lack of instruction, the inaccuracy of any documents, materials, data or information provided by the Client or any other cause attributable to the Client, the Agency reserves the right to invoice for work completed up to that time and any additional costs incurred by the Agency as a result of such delay.
5. Price & Payment
5.1 An invoice will be issued at the same time as delivery to the Client of the data or completion of the fieldwork/project requirements.
The Client shall pay each invoice submitted in full and in cleared funds, within 30 days of receipt to the factoring company nominated on the invoice.
5.2 Subject to any special terms and any additional sums agreed between the Agency and the Client, the Client shall pay the Price for the provision of Service.
5.3 The Price and all additional charges quoted for the Service are exclusive of any VAT for which the Client shall be additionally liable at the applicable rate at that time.
5.4 If there is any deviation, amendment or increase in the scope of Services to be provided by the Agency, the Client agrees that the Agency is entitled to vary the Fee payable for the Services to take account of such deviation, amendment or increase, and further agrees to pay such varied Fee in accordance with this Agreement.
5.5 For any Quotes/projects whereby there are any upfront costs such as consumables, equipment hire/purchase or incentives, 50% of the total project cost may be requested up front on commission of the project and payable within 7 days. The remainder of the fees will be invoiced on completion of the project with 30 day payment terms.
5.6 For any Quote where the value exceeds £20,000 or for a Quote/project that has numerous waves over a period of time, staged payments may be requested and outlined at commission stage.
5.7 Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Agency on the due date, the Agency may:
5.7.1 Charge interest on such sum from the due date for payment at the annual rate of 2% above the base lending rate, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgement and the Client shall pay the interest immediately on demand. The Agency may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
6.1 The Agency may terminate this Agreement with immediate effect at any time if the Client commits a material breach or any repeated or persistent breach of any of the terms of this Agreement and either such breach is incapable of remedy or the breach continues un-remedied for 14 days after notice specifying the breach and requiring the same to be remedied has been given to the Client; or the Client suffers any event of insolvency or is unable to pay its debts as and when they fall due or has an administrator, receiver or administrative receiver appointed over all or any part of its assets, or passes a resolution for winding up. If the Client terminates the Contract it shall:
6.1.1 Pay immediately all outstanding sums due to the Agency;
The amount due will be subject to the amount of work undertaken at the stage at which the project was terminated.
6.1.2 Accept & pay invoices from the Agency calculated at the Contract rate in respect of the Service completed or substantially completed prior to such termination.
6.1.3 Be responsible for all costs and expenses incurred by the Agency in respect of any uncompleted Service; and
6.1.4 Discharge any liability of the Agency to third parties incurred in relation to any Service originally envisaged pursuant to the Quote/proposal/commission spec.
6.2 Cancellation/Postponement Fees
6.2.1 Without prejudice if a project commissioned and then is placed on hold by the Client for a period greater than four weeks, the Agency shall be entitled to issue an invoice to the Client for all Fees plus all third party costs and expenses incurred and/or committed to by the Agency to the date of suspension. This invoice shall be paid by the Client in accordance with the provisions of clause 5.1.
6.2.2 Cancellation fees which will be charged to Client for cancellation or postponement of field interviewers dependent on how much notice is given;
• 4 or more days - no interviewer cancellation fees required
• 3 days prior - 50% of interviewer charged daily rate
• Up to 48 hours - 100% of the interviewer charged daily rate
These costs do not include any management, supplier or other additional costs which will be charged at cost in addition to the above. This is purely a guide if fieldwork dates are moved, rescheduled or cancelled once allocated.
7. Code of Practice
7.1 Both parties shall abide by the rulings and codes of conduct of the Market Research Society.
8. Data Protection
8.1 Research will be conducted in accordance with the principles of the Data Protection legislation encompassed by the Data Protection Act 1998.
8.2 Personal data will be processed fairly & lawfully.
8.3 Personal data will be obtained only for one or more specified and lawful purposes, and shall not be further processed in any manner incompatible with that purpose of those purposes.
8.4 Personal data will be adequate, relevant and not excessive in relation to the purpose or purposes for which they are processed.
8.5 Personal data processed for any purpose of purposes will not be kept longer than is necessary for that purpose or those purposes.
8.6 Personal data shall be processed in accordance with the rights of data subjects under this Act.
8.7 Appropriate technical and organisational measures will be taken against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
9.1 Both parties agree to keep confidential – and to use all reasonable endeavours to prevent publication by third parties – any proprietary or sensitive information acquired by one from the other until such information is within the public domain.
9.2 The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, methodologies, or initiatives which are of a confidential nature and have been disclosed to the Client by the Agency or its agents and any other confidential information concerning the Agency’s business or its services (including the terms of this Agreement) which the Client may obtain and the Client shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Client’s obligations to the Agency and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Client.
9.3 The Agency with the written agreement of the Client (which shall not be unreasonably withheld), shall be permitted to use the name and logos of the Client in selected promotional and advertising materials of the Agency including (without limitation) in its credentials presentation.
10. Force Majeure
10.1 The Agency shall have no liability to the Client under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputers (whether involving the workforce of the Agency or any other party), failure of a utility service or transport network, act of God, disease, war, riot, civil commotions, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident breakdown of plant or machinery, fire, flood, storm or default of supplier or subcontractors.
11. Entire Agreement; Amendments
11.1 These terms and conditions, the Quote/Proposal and all other email or oral confirmation by the Client of the Quote/proposal, shall constitute the entire agreement between the parties in connection with the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or Written, between the parties.
11.2 No amendment to or modification of these terms and conditions shall be binding unless in writing (not including email) and signed by a duly authorised representative of each party.