Illuminas UK – Terms & Conditions
AGREEMENT FOR SERVICES
When we have both agreed to abide by this document by exchange of emails or written confirmations there will be a binding agreement between us subject to the terms and conditions below. The services to be provided are set out in our proposal or quotation (the Project Proposal”). We agree to provide the services on the terms of this document. Your continued instructions by phone, e-mail or in writing will constitute agreement to the terms set-out below unless we have already agreed alternative terms with you in writing.
GENERAL TERMS AND CONDITIONS
The terms of business which govern our relationship follow:-
- Prices quoted in our research and consultancy proposals are valid for 3 months from the date of the proposal. VAT (UK sales tax) will be charged in accordance with UK tax laws as appropriate.
- Research is conducted by Illuminas Partners LLP, registered company number OC376554, registered office 183 Eversholt Street, London NW1 1BU in compliance with the international quality standard covering market research, ISO 20252 (2012), The MRS Code of Conduct, the Data Protection Act 1998 and the international standard covering information security ISO27001.
- Fees and expenses – Our fees and expenses are set out in the Project Proposal. We reserve the right to require payment in whole or in part before beginning the services. We bill 50% of the total fee on delivery of an agreed research design as evidenced by your written approval of a research proposal, questionnaire or discussion guide, and the balance of fees due on delivery of agreed final outputs. All work undertaken in addition to that set out in the Project Proposal will also form part of this agreement, but we will be entitled to raise an additional charge at our then standard rates. All fees and expenses must be paid within 30 days of our delivery of an invoice, without set-off or deduction. All fees and expenses are exclusive of VAT which must also be paid at the applicable rate. We will be entitled to interest on late payments at the rate of 4% per annum above the base rate of Barclays Bank plc. from the due date of payment until actual payment, such rate to apply both before and after any judgement.
- Cancellation – Without prejudice to our other rights and remedies, if you postpone or cancel our services, we will be entitled to charge you at the following rates: Cancellation or postponement with 0-5 complete working days notice will be charged at 100% of fees set out in the Project Proposal; cancellation or postponement with 6-10 complete working days notice will be charged at 50% of fees set out in the Project Proposal. Postponement rather than cancellation is acceptable only if the rescheduled date is bona fide and within 2 weeks of the initial date scheduled. Should further postponement occur, we will be entitled to treat the series of transactions as the cancellation of our services. If our services involve fieldwork our services will begin at the initiation by us of recruitment activities. We will be entitled to charge for all incidentals and out of pocket expenses incurred in delivering the Services plus a handling fee of 15% of such cost incurred.
- Intellectual Property Ownership – All intellectual property in any report, presentation or other material produced by us and delivered to you in the provision of the services shall remain our property. Upon payment of our fees and expenses in full on their due dates you will have a licence to use any such report, presentation or materials for the purpose for which they were created. You licence us to use any intellectual property of yours which it is necessary or which you ask us to use in performing the services.
- Liability – We shall not be liable to you for any event beyond our reasonable control, including but not limited to any failure or defective working of audio or visual equipment or internet service provision or for the consequences of it, or for any loss of profit indirect or consequential loss or damage (including loss of business, depletion of goodwill or otherwise). Our total liability to you arising out of or in connection with this agreement shall not exceed the monies you have paid us under it at the date any claim arises. Nothing in this clause shall, however, restrict our liability for death or personal injury caused by our negligence or for fraudulent misrepresentation.
- When using Engine Rooms studios (as described in the Project Proposal if applicable), or any other viewing studio you must ensure your actions or omissions do not give rise to any loss or injury or breach of legal duty to members of the public participating in market research.
- You warrant that any attendance at viewed interviews, or your use of related recordings , videos, transcripts, or online monitoring of research interviews (with the informed consent of research respondents) will be used solely for the purpose of market research and that you will not recontact respondents unless we have their prior permission as part of the research work agreed with you. You also agree to protect the identity of respondents you may ascertain from observation or recording / transcription and to keep any research findings anonymised. You agree to indemnify us and to keep us indemnified fully against all losses, actions, claims, proceedings, costs and damages and all legal costs or other expenses arising out of any breach of this clause.
- Incidence Rates – Quotes are based on an assumed incidence rate as stated in our proposal. Where the actual incidence is lower than that assumed in our quote by more than 10% (e.g. 70% incidence assumed and the actual incidence is below 60%), a further charge will apply. Lower incidence may also impact the feasibility of obtaining a certain number of responses and the timing of project completion. Under no circumstances is Illuminas able to take responsibility for the incidence assumption or are we able to guarantee a certain level of incidence.
- Quality- Our services will be provided with reasonable care and skill. However, our services are provided “as is” only and we are not responsible for any actions you take or do not take in reliance upon any report or other research we deliver to you in the provision of the services. All implied warranties, conditions and other terms concerning our performance of the services are excluded to the extent permitted by law.
- Quality Control – we operate a quality management system certified to ISO20252, the international standard for Market Research. We provide research outputs from a variety of data inputs, including data collection purchased from third party research suppliers. Suppliers must meet our quality requirements, including our standards for the recruitment and validation of respondents who self complete responses via internet panels or other sources. Our quality standards are available on request.
- Illuminas is registered as a Data Controller with Information Commissioner’s Office, registration number A1012422. Illuminas shall ensure that it has in place the appropriate technical and organisational measures in relation to its obligations under the Data Protection Legislation. You warrant to Illuminas that you have complied with The Data Protection Acts requirements in relation to any customer data or sample you provide for the purposes of research commissioned by you.
- Information exchange will be by agreed secure method in accordance with the requirements of Illuminas’s Information Security Management System to ISO27001standards. Illuminas will adopt any reasonable secure exchange method you specify. In absence of a specific requirement from you, Illuminas will send all information securely encrypted using WinZip secure AES 256 bit encryption.
- Unless otherwise instructed by you as client, Illuminas will retain any personal data you send us in the course of our work for a period of one year after project completion. After this time Illuminas will securely delete personal data relating to the project.
- For opinion polls, every report published by or on behalf of the Client, of the poll findings should give: for whom and by whom the sample survey was conducted, the purpose of the survey, the method, a definition of the population sampled, the size and nature of the sample, the number, type and geographical distribution of sampling points, the method by which the information was collected, the full question wording used, and dates of fieldwork and the bases of all percentages. Similar standards are applied to desk research based on published material. If the client publishes research extracts or summaries, there must be a web link where full details set out in this clause can be reviewed by the public. The web link can be to a client website or, by arrangement, an Illuminas one.
- Exchange Rates – We will invoice you in £ Sterling GBP and you agree to pay us in £ Sterling GBP.
- Termination – Without prejudice to any other right or remedies, either of us may terminate this agreement at any time by notice in writing to the other if the other party is in breach of this agreement and, in the case of a breach capable of remedy, the breach is not remedied within 14 days of the other party receiving notice specifying the breach and requiring it to be remedied, or if the other party becomes insolvent or an order is made or a resolution is passed for the winding up of the other party (other than voluntary for the purpose of solvent amalgamation or reconstruction) or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other’s assets or business or if the other makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.
- Our Staff – You undertake that you will not during the term of this agreement and for a period of one year following its expiry solicit or seek to induce away from our employment any person who is or was employed or engaged by us.
- General. If there is an inconsistency between these general terms and conditions and the Project Proposal, these terms and conditions shall prevail. Amendments to this agreement shall only be valid if made in writing and signed by both parties. If any provision of this Agreement is found invalid or unenforceable the remainder shall, nevertheless remain in full force and effect. Termination of this Agreement shall not affect any of the rights and liabilities of either party accrued at that date and nor shall it affect the continuation of any obligations expressed or intended to continue after termination. It is not intended that anybody other than you and us may benefit from this agreement because of the Contracts (Rights of Third Parties) Act 1999. Headings are for convenience only and will not affect interpretation of this agreement. You may not assign this agreement without our consent. This agreement will be governed by and construed in accordance with the laws of England and be subject to the exclusive jurisdiction of the English Courts.