Application and entire agreement

 

• These Terms and Conditions apply to the provision of the services detailed in our quotation (the Services) by iThoughts Ltd. a registered in England and Wales under number 06641099 whose registered office is at 84 Birkbeck Road, Beckenham, Kent, BR3 4SP (we or us) to the person buying the service (you).

• You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation are the entire agreement between us.

• You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

 

Definitions and Interpretation

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• A ”business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.

• The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

• Words imparting the singular number shall include the plural and vice-versa.

• “Fieldwork” means the process of selection, screening, delivering and participation of respondents relating to focus groups, in depth interviews, online research or other research methodology.

• “Fieldwork dates” means the fieldwork dates set out in the quotation.

• “Recruiters” means any third party, employee of us or other person engaged in fieldwork or commissioned to conduct fieldwork on behalf of us.

• “Respondent” means any person participating in any market research study/event recruited by us or on behalf of us.

 

Services

 

• We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.

• We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation.

• We shall not be held responsible for the late arrival of respondents to focus groups or other research events due to weather, traffic or public transport problems, terrorism or threat of terrorism or any other incident beyond our reasonable control.

• All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

• Completed recruitment questionnaires are being kept for one month after the date of completion of fieldwork unless specifically agreed otherwise. Respondent data kept is archived for a maximum of one year from the date of completion of fieldwork.

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Your obligations

 

• You must obtain any permissions, consents, licenses or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.

• We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your Obligations).

• You acknowledge that you are aware of your duties under the Data Protection Act 1998 (the Act) and GDPR and agree to adhere to them accordingly.

• We adhere to the Code of Conduct of the Market Research Society (The MRS Code) as amended from time to time www.mrs.org.uk/standards/codeconduct.html. In commissioning us, you acknowledge that you are familiar with the MRS code and agree to adhere to it fully.

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Fees and Incentive Monies

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• The fees (Fees) for the Services are set out in the quotation.

• You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us.

• The fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

• Unless otherwise agreed, you shall be fully liable for all venue charges as defined in the quotation.

• Generally, you are responsible for providing and paying incentives directly to the respondents. We cannot be held responsible for the loss or theft of incentives you provide. If we have agreed to provide incentives to the respondents, we will add a handling fee and the costs of secure courier services and unless otherwise agreed in advance in writing, incentives must be paid in full into our account two working days before the research event date.

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Cancellation, postponement, and amendment

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• We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 30 days from the date of the quotation, (unless the quotation has been withdrawn).

• Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.

• In the event the Fieldwork being cancelled by you, charges will be calculated on the basis of project management costs incurred by us at the date of the cancellation and any other fees defined in the quotation such as, but not limited to the recruitment fees, venue fees, incentives and handling fees.

• In the event of the fieldwork being postponed, charges will be calculated on the basis of project management costs incurred by us at the date of the postponement and any other fees defined in the quotation such as, but not limited to the recruitment fees, venue fees, incentives and handling fees. Should Fieldwork be re-booked within 30 calendar days of the date of postponement, we will endeavour to reduce our additional fees where possible.

• If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoice to you.

• If due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such change to a minimum.

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Payment of invoice

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• We will invoice you for payment of the Fees either:

  • When we have completed the Services; or

  • On the invoice dates set out in the quotation

• If any amount on the invoice is disputed by you, you shall inform us of the grounds for such dispute within 10 working days of the invoice date.

• You must pay the Fees due within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.

• Time for payment shall be of the essence of the Contract.

• Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 8% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.

• All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

• If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with you.

• Receipts for payment will be issued by us only at your request.

• All payments must be made in British Pounds unless otherwise agreed in writing between us.

• Where we at our discretion deem it necessary to instruct a solicitor to recover the payment, all reasonable incurred legal and related charges shall be payable by you includingbut not limited to, the costs of any court proceedings.

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Sub-Contracting and assignment

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• You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

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Termination

 

• We can terminate the provision of the Services immediately if you:

  • Commit a material breach of your obligations under these Terms and Conditions; or

  • Fail to make pay any amount due under the Contract on the due date for payment; or

  • Are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or

  • Enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or

  • Convene any meeting of your creditors, enter into voluntary or compulsary liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is give by you or any of your directors or by a qualifying floating charge holder (as defined in para 14 of Schedule B1 of the insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

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Intellectual property

 

• We reserve all copyright and any other intellectual property rights which may subsist in any goods such as, but not limited to, recruitment screeners, invitations, respondent lists or other documents created by us or our agents, supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

 

Liability and indemnity

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• Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.

• The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

• We are not liable (whether caused by our employees, agents, respondents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:

  • Any indirect, special or consequential loss, damage, costs, or expenses or;

  • Any loss of profits; loss of anticipated profit; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or

  • Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or

  • Any loss caused directly or indirectly by any failure or your breach in relation to your obligations; or

  • Any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the services.

• You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

• Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

 

Circumstances beyond a party’s control

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• Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

 

Communications

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• All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised office of that party).

• Notices shall be deemed to have been duly given:

  • When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

  • When sent, if transmitted by email and a successful transmission report or return receipt is generated;

  • On the fifth business day following mailing, if mailed by national ordinary mail; or

  • On the tenth business day following mailing, if mailed by airmail.

• All notices under these Terms and Conditions must be addressed to the most recent address or email address notified to the other party.

 

No waiver

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• No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

 

Severance​

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• If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

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Law and jurisdiction

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• This agreement shall be governed by and interpreted according to the Law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes) shall be subject to the exclusive jurisdiction of the English and Welsh courts.