These Standard Terms and Conditions, together with the related Work Order, forms the entire agreement between iResearch and the Customer and apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. In the event of any conflict, the terms of the Work Order shall prevail over these Standard Terms and Conditions.
- The following definitions and rules of interpretation apply in these Conditions.
A day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
The charges set out in the Work Order for the supply of the Services and which are payable by the Customer in accordance with clause 5.
The commencement date set out in this Work Order.
These terms and conditions as amended from time to time in accordance with clause 12.4.
All confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives and advisers to the other party and that party’s employees, officers, representatives and advisers whether before or after the date of the Contract in connection with the Services, including but not limited to:
(a) The existence and terms of the Contract;
(b) Any information that would be regarded as confidential by a reasonable business person relating to:
- The business, affairs, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
- The operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
- Any information developed by the parties in the course of carrying out the Contract.
The contract between iResearch and the Customer for the supply of Services comprising the Work Order and these Conditions and any variation agreed between in writing and signed by an authorised representative of the parties from time to time.
As defined in the Data Protection Legislation.
The customer identified in the Work Order.
All documents, data, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to iResearch in connection with the Services.
Data Protection Legislation:
The General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data including, without limitation, the privacy of electronic communications.
The deliverables set out in the Work Order produced by iResearch for the Customer.
Intellectual Property Rights:
Patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Means iResearch Services Ltd., registered in United Kingdom with company number 11206357 and having its registered office at Devonshire House 60 Goswell Road EC1M 7AD London, United Kingdom.
The services, including the Deliverables, supplied by iResearch to the Customer as set out in the Word Order.
The date set out in the Work Order.
Third Party Data:
Any data made available by any third party to iResearch which may be used in the creation and development of any Deliverables.
The Customer’s order for Services made using the order documentation made available by iResearch to the Customer from time to time.
- A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
- Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- A reference to writing or written includes email but not fax.
- COMMENCEMENT AND TERM
- SUPPLY OF SERVICES
- iResearch shall use reasonable care, skill and ability to supply the Services to the Customer in accordance with the Contract in all material respects.
- iResearch shall use reasonable endeavours to meet any performance dates or milestones specified in the Work Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
- iResearch shall comply with all applicable laws, including health and safety laws, in relation to the provision of the Services.
- iResearch and the Customer shall each comply with the provision set out in the Work Order.
- Nothing in the Contract shall prevent iResearch from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the term provided that such activity does not cause a breach of any of iResearch’s obligations under the Contract.
- CUSTOMER’S OBLIGATIONS
- The Customer shall:
- Co-operate with iResearch in all matters relating to the Services and shall ensure that any information it provides to iResearch (including without limitation in the Work Order) is complete and accurate;
- Promptly (and in any event within 5 days of receipt of each Deliverable) notify iResearch in writing of its acceptance or rejection of each Deliverable and the Client will be deemed to have accepted each Deliverable if no notification is given with such period;
- Provide iResearch in a timely manner with such documents, data, information, instructions and materials in any form (whether owned by the Customer or any third party) as iResearch may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
- Ensure that any equipment, systems or facilities provided by the Customer are in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant standards or requirements;
- Obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable iResearch to provide the Services, including in relation to the use of all Customer Materials insofar as such licences, consents and legislation relate to the Customer’s business, premises, staff and equipment, in all cases before the date on which the Services are to start;
- Comply with all applicable laws, including health and safety laws; and
- Not disclose copies of any Deliverables (or the contents of the same) to any third party (including, without limitation, group companies of the Customer) without iResearch’s prior written consent (in its absolute discretion). iResearch shall not have any liability or duty of care to any third party to whom any Deliverables are disclosed, whether or not such disclosure is made with the consent of iResearch.
- If the Customer rejects any Deliverable (in whole or in part) pursuant to clause 4.1.2 above it shall provide to iResearch all information and co-operation which iResearch may reasonably require to understand the Customer’s decision to reject that Deliverable.
- CHARGES, EXPENSES AND PAYMENT
- In consideration of the provision of the Services, the Customer shall pay the Charges.
- If iResearch carries our any work for the Customer which is outside the scope set out in the Work Order, iResearch shall charge for such work on a “time and materials” basis. In accordance with iResearch’s price list (as amended from time to time).
- The Charges exclude the cost to iResearch of any materials or services to be procured by iResearch from third parties for the provision of the Services. Subject to the costs being approved by the Customer, the Customer shall pay iResearch for such third party materials and services as invoiced to the Customer by iResearch.
- iResearch reserves the right to increase the Charges as follows:
- At any time on giving written notice to the Customer in the event that iResearch’s costs of providing the Services increase as a result of increases to third party costs or as a result of circumstances outside of iResearch’s control; and
- On an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
- iResearch shall invoice the Customer:
- For 50% of the Charges on the Commencement Date;
- For the remaining 50% of the Charges on completion of the Services; and
- In respect of any work carried out in accordance with clause 5.2, on a monthly basis in arrears.
- The Customer shall pay each invoice submitted by iResearch:
- Within 30 days of the date of the invoice or in accordance with any credit terms agreed by iResearch and confirmed in writing to the Customer;
- In pounds sterling;
- In full and in cleared funds to a bank account nominated in writing by iResearch; and
- Without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT) and any other applicable taxes, levies, charges or duties. Where any taxable supply for VAT purposes is made under the Contract by iResearch to the Customer, the Customer shall, on receipt of a valid VAT invoice from iResearch, pay to iResearch such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
- If the Customer fails to make a payment due to iResearch under the Contract by the due date, then, without limiting iResearch’s other rights and remedies, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.8 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
- The Customer shall reimburse all reasonable expenses agreed in advance by it and which are properly and necessarily incurred by iResearch in the course of performing the Contract, subject to production of receipts or other appropriate evidence of payment.
- INTELLECTUAL PROPERTY RIGHTS
- All Intellectual Property Rights in the Deliverables and otherwise arising out of or in connection with the Services (other than Intellectual Property Rights in any Customer Materials) shall be owned by iResearch or its licensors.
- Subject to clause 6.3, iResearch grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-transferable, royalty-free licence (without the right to grant sub-licences) solely for the Customer (excluding any group companies and other affiliates) to use the Deliverables in the course of its business for the purpose for which iResearch provided those Deliverables.
- To the extent that the Deliverables contain any Third Party Data, the Customer’s use of that Third Party Data shall be subject to any restrictions placed on that Third Party Data by the original licensor of that data, details of which are available from iResearch upon request.
- iResearch warrants that the receipt and use of the Services and the Deliverables by the Customer shall not infringe the rights, including any Intellectual Property Rights, of any third party.
- iResearch shall not be in breach of the warranty at clause 6.4 to the extent the infringement arises from:
- The use of the Customer Materials in the development of, or the inclusion of the Customer Materials in any Deliverable; or
- Any Third Party Data; or
- Any modification of the Deliverables or Services, other than by or on behalf of iResearch; or
- Compliance with the Customer’s specifications or instructions, where infringement could not have been avoided while complying with such specifications or instructions.
- In relation to the Customer Materials, the Customer:
- Warrants that the receipt and use of the Customer Materials in the performance of the Contract by iResearch, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party.
- Grants iResearch a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy, modify and otherwise use the Customer Materials for the term of the Contract for the purpose of providing the Services and Deliverables to the Customer.
- DATA PROTECTION
- Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
- The parties acknowledge that for the purposes of the Data Protection Legislation, each party is acting as a controller in its own right in the performance of the Contract.
- Without prejudice to the generality of clause 7.1, the Customer shall:
- Ensure that it is entitled under Data Protection Law to pass any personal data (as defined by Data Protection Law) to iResearch;
- Ensure that any necessary consents, notices or other information have been provided to the relevant data subjects (as defined by Data Protection Law) to enable iResearch to use their personal data for the purposes envisaged by the Contract; and
- Promptly notify iResearch in writing on becoming aware of any personal data breach (as defined by Data Protection Law) or any breach of Data Protection Law in relation to the Customer’s activities in relation to the Contract, and provide such information, access and assistance as iResearch requires in order to meet its own obligations under Data Protection Law and confirm the Customer’s compliance with Data Protection Law.
- Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or consultants of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 8.2.
- Each party may disclose the other party’s Confidential Information:
- To its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 8; and
- As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
- LIMITATION OF LIABILITY
- Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
- Death or personal injury caused by negligence;
- Fraud or fraudulent misrepresentation; and
- Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
- Subject to clause 9.1 above:
- iResearch shall not under any circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
- Any loss of profit, sales, revenue, or business;
- Loss of anticipated savings;
- Loss of or damage to goodwill;
- Loss of use or corruption of software, data or information; or
- Any loss that is an indirect or secondary consequence of any act or omission of iResearch.
- The Customer’s exclusive remedy in respect of any rejected Deliverable (or any part thereof) shall be iResearch’s re-creation of the Deliverable (or any part thereof) at no additional cost to the Customer; and
- iResearch’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with the Contract shall not exceed an amount equivalent to the Charges paid or payable under the Contract.
- iResearch shall not under any circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
- iResearch offers no warranty or representation as to the accuracy of any Third Party Data and shall not be liable for the any loss, damage or other liability incurred as a result of the Customer’s use of or reliance on such Third Party Data.
- iResearch has given commitments in clause 3 as to compliance of the Services with relevant specifications set out in the Word Order. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
- This clause 9 shall survive termination of the Contract.
- Without affecting any other right or remedy available to it, iResearch may terminate the Contract by giving the Customer not less than 30 days’ written notice.
- Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
- The other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business or makes or threatens to make a resolution for its winding up, an arrangement or composition with its creditors or an application to a court of competent jurisdiction for protection from its creditors or an administration, or has a winding-up order made or threatened to be made or an administrator or receiver appointed or threatened to be appointed in relation to it, or is subject to any proceedings or event in any jurisdiction analogous to those described in this clause;
- The other party fails to pay any amount payable under the Contract by the due date for payment; or
- The other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so.
- Without affecting any other right or remedy available to it, iResearch may suspend the supply of Services under the Contract or any other contract between the Customer and iResearch if the Customer fails to pay any amount due under to iResearch on the due date for payment, the Customer becomes subject to any of the events listed in clause 10.2, or iResearch reasonably believes that the Customer is about to become subject to any of them.
- CONSEQUENCES OF TERMINATION
- On termination of the Contract:
- The Customer shall immediately pay to iResearch all of iResearch’s outstanding unpaid invoices and interest and, in respect of Services supplied and expenses incurred or irrevocably committed to but for which no invoice has been submitted, iResearch shall submit an invoice, which shall be payable by the Customer immediately on receipt;
- On request iResearch shall return, destroy or irretrievably delete any of the Customer Materials in its possession; and
- The Customer shall return all materials belonging to iResearch or its licensors and any Deliverables which have not been fully paid for. If the Customer fails to do so, then iResearch may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
- Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
- The Customer agrees that iResearch:
- May make public announcements concerning the existence (but not the terms) of a contractual relationship between the parties; and
- Shall have a non-exclusive, royalty-free, worldwide right to use the Customer’s name and logo, and a case study with some high level details of the Services (excluding any commercially sensitive information), in iResearch’s marketing (including without limitation on its website and in its other promotional materials, including pitch documents).
- Each party shall indemnify, defend and hold harmless the other party, its employees and agents from and against any third-party claims, including all related liabilities, losses, damages and expenses (including reasonable attorneys’ fees) to the extent arising from the indemnifying party’s (i) gross negligence or willful misconduct in connection with the Contract and (ii) violation of applicable law or regulation in connection with the Contract. This indemnification provision is solely for the benefit of the Parties and is not intended to create any rights in any other party.
- Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.
- Assignment and other dealings. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of iResearch.
- Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.
- Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
- Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 12.6 shall not affect the validity and enforceability of the rest of the Contract.
- Notices. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand, by pre-paid first-class post or other next working day delivery service or by email to the address set out in the Work Order (or such other address as notified in writing from time to time). Any notice or communication shall be deemed to have been received:
- If delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
- If sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or
- If sent by email, at 9.00 am on the next Business Day after posting.
- This clause 12.7 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
- Third parties. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
- Governing Law and Jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Once the Work Order has been signed by iResearch and the Customer, the Contract shall come into existence on the Commencement Date and shall continue, unless terminated earlier in accordance with these Conditions or extended by mutual written agreement, until the Termination Date upon which it will automatically terminated.