Terms and conditions of business
1. Interpretation and definitions
Company: is Ampersand Research Limited with a registered office of 9a, Beck Street, Nottingham NG1 1EQ with the company number 8903386.
Client: the person or organisation who has commissioned the research to be carried out by Ampersand Research Limited
Contract: the agreement made between Ampersand Research Limited and the Client for the supply of market research services in accordance with these terms
Services: market research services
Terms: the Terms & Conditions in this document
The headings do not form part of these Terms, they are for information only.
We will provide market research services which are set out in the Proposal, Estimate of costs or Quotation subject to these Terms.We will provide these services in accordance with the Market Research Society’s Code of Conduct (a copy of which can be found at www.mrs.org.uk). We will also comply with the requirements of the Data Protection Act 1998, and, from 25th May 2018, the General Data Protection Regulations (GDPR).
4. Basis of agreement
These Terms and the Proposal constitute the entire agreement between the Client and the Company. Acceptance of the proposal or quotation and commissioning of the project will be taken as acceptance of these Terms and Conditions.If any of these Terms are inconsistent with any terms and conditions issued by the Client, these Terms shall prevail.Any alteration to these Terms, the proposal or quotation must be agreed by the Company in writing.
5. Proposals, quotations and fees
All proposals and quotations made by the Company will remain valid for two months from the date of submission.
Fees and timings quoted in proposals and quotations are estimated in accordance with the specific project requirements and any assumptions detailed in the proposal. If project objectives, requirements, timescales or assumptions on which the quote is based change in anyway the Company reserves the right to review the fee and timings agreed.
All fees quoted will be exclusive of VAT which will be added to the fee at the appropriate rate at the time of invoicing.
If the Service proposed is on the basis of time the fee payable will be based on our standard hourly or daily fee rates as amended from time to time. Daily fees are calculated based on an 8-hour day worked from 9am to 6pm on weekdays (excluding Public Holidays). For days or hours worked outside of the hours included in the daily fees, an overtime rate will be charged.
6. Commissioning of services
The Company requires written confirmation to commence a project.
7. Terms of payment
Unless otherwise agreed in writing on commissioning payment will be invoiced as follows:
• An invoice for 50% of the full agreed amount for the services plus VAT shall be issued by the Company to the Client on commissioning of the survey
• On completion of the services, delivery of research information and/or reports a second invoice for the remaining 50% of the agreed fee plus VAT shall be invoiced. The second invoice will include any additional fees incurred by the Company and agreed by the Client in writing.
Additional fees include, without limitation, charges for reasonable supplementary expenses such as hotel, travel and subsistence costs if not included in the original quotation or proposal. The Company reserve the right to charge an additional 10% on expenses to cover our administration costs.
All invoices are to be settled within 30 days of the date of the invoice unless otherwise agreed by the Company in writing. We reserve the right to charge interest on all sums outstanding after this date at a rate of 4% above the base lending rate of Santander Bank, accruing on a daily basis until payment is made.
If as a result of any act or omission of the Client additional costs are incurred by the Company in carrying out the agreed services (for example it becomes liable to pay postponement or cancellation fees to its subcontractors) the Client shall be liable to reimburse the Company of the additional costs.
Payments to the Company are not dependent upon any payments which may be due to the Client from a third party.
8. Cancellation and postponements
If the Client cancels or postpones the Contract at anytime after the Company has been commissioned, the Client shall be liable to pay all of the costs incurred by the Company whether actual or committed in connection with the Contract. The Company reserve the right to charge an additional 10% on expenses to cover administration costs.
9. International contracts and non-sterling payments
For Contracts where part of the service is conducted outside of the UK the fees will be based on the exchange rate prevailing between sterling and the currency of the applicable country on a specified date. The Company reserves the right to adjust the final fee in line with any fluctuations in the rate during the course of the service.
For Contracts where the Client has requested to be invoiced in a currency other than sterling, if the sterling currency equivalent of the fee at the date of invoicing I slower than the sterling equivalent at the time of commissioning the Company shall be entitled to invoice at the exchange rate in operation at the time of invoicing.
10. Copyright and ownership of materials
The copyright of all proposals and quotations prepared by the Company belongs to the Company. The Client agrees not to disclose any of the contents to any third party.
The copyright of any document produced by the Company as part of the service shall belong to the Company. The findings from the Company’s service may only be used, quoted or published elsewhere with the Company’s prior written approval and providing the information is attributed to the Company.
The Company undertakes to keep confidential all information it obtains from the client in connection with the Contract (except in the proper performance of duties).
The Company will keep all key documents and materials (including proposals, questionnaires, sampling and debrief documents) for one year after project completion. After this time they will be destroyed securely. Audio/ video recordings and personal data collected as part of a research study will be destroyed securely after 3 months. If storage beyond these periods is required the Client must confirm in writing on commissioning of the Service and may be liable to additional charges.
11. Client provided materials
Where the Client supplies material or information for use in the service, they undertake that it will not infringe the copyright or other intellectual property of any other third party. The Client will indemnify the Company against any loss, damages, expenses, costs or other claims resulting from the materials or information supplied.
The Client will be responsible for the insurance of any products or materials it supplies in the course of the Contract against accidental loss or damage until the date of their disposal or return. If the return of products or materials is required it will be at the Client’s cost and must be confirmed in writing.
12. Limitation of liability
The Company will make all reasonable effort and endeavour to ensure the accuracy of all results provided to the Client as part of the Contract. The Company does not accept any responsibility for any loss, damage or expense arising from the use of, interpretation of or reliance on research results, findings, analysis or recommendations (whether written or oral) provided by the Company.
In the event of an error on the part of the Company in any documents, data, or reports supplied to the Client, the Company will take all reasonable steps to correct the error at its own expense but will not be liable for any loss or damage arising from the error.
The Company does not exclude or restrict its liability for personal injury or death as a result of the Company’s negligence.
This clause 12 will survive termination of the Contract
The Company will endeavour to meet any timings specified in the Contract, however, these timings are estimates only and shall not be conditions of the Contract. The Company will not be responsible for any losses or damages arising as a result of a failure to meet any such dates.
The Company may at its discretion sub-contract parts of the work carried our as part of the Contract to third parties. The company will ensure that any sub-contractors selected by it conform to the Market Research Society’s Code of Conduct (or equivalent if overseas) and the GDPR. The Company will notify the Client if substantial parts of the service are to be sub-contracted.
15. Privacy and cookies
Force majeure – the Company will be released from its obligations in the event of any circumstances outside of its control including, but not limited to, fires, floods, storms, industrial action, war or prohibitive government regulation.
No failure or delay by the Company to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
The Contract between the Company and Client will be governed by English law. Each party will submit to the jurisdiction of the English Courts to settle any dispute that may arise in connection with this Contract.
If any provision of the Contract is held by any court or competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provisions in question shall not be affected.