Terms Of Business
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In the terms and conditions the following expressions shall have the following meanings:
a) `The Company’ shall mean Pricing Strategy Partners Limited or any associated subsidiary or holding company.
b) `The Client’ shall mean the person, firm or company with whom the Company has contracted to provide the services.
c) `Services’ shall mean the provision the gathering of data and preparation of information, reports and other documents requested of the Company by the Client.
d) ‘Proposal’ shall mean the document provided to the client detailing the specification of the services including but not limited to the method, analysis and reporting, timings and quotation. -
The Contract for the provision of Services is made between the Client and the Company.
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These terms and conditions shall be deemed to be incorporated into the Contract together with other matters as are contained or referred to in the Company’s quotation accepted by the Client. Such terms and conditions shall bind the Client and the Company unless varied by an agreement in writing signed by both parties.
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The Company’s Proposal shall be exclusive of value added tax and shall remain valid for 60 days from the date of issue. After such time The Company reserves the right to amend the Proposal and any associated costs.
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The Proposal is based on remote work only, any travel and expenses shall be chargeable to The Client and reimbursable at cost.
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The Company’s Proposal shall be deemed to have been accepted by the Client’s agreement in writing by digital or physical means. The Company’s key approach will be shared with the client prior to commencement of work and shall be deemed to have been accepted by the Client either in writing by digital, physical or verbal means.
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Payment for the Services where pricing research or market research or surveys or consumer surveys form any part of the Services shall be made by the Client as to 70% of the total amount of the Company’s quotation plus VAT upon acceptance by the Client, the remaining 30% thereof plus VAT on delivery of the report to the Client. Payment for the Services where pricing research or market research or surveys or consumer surveys do not form any part of the Services shall be made by the Client as to 50% of the total amount of the Company’s quotation plus VAT upon acceptance by the Client, the remaining 50% thereof plus VAT on delivery of the report to the Client.
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Unless otherwise agreed in writing, all invoices raised by the Company shall be paid within 10 days of the date of issue.
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In the event that payment is not received within 10 days of the issue date of an invoice, or that of an agreed term, the Company reserves the right to charge interest at a rate of 3% above the Bank of England base rate and to amend the terms associated with the percentage payment due.
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If at any time after acceptance of the Proposal the Client wishes to alter any of the terms of the Contract the Company reserves the right to make such additional charge as the Company in its sole discretion deems reasonable.
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The Client shall provide all necessary information, products and other material to enable the research to be carried out upon acceptance of the Proposal or to an agreed date, and shall answer all queries or requests for signing off key project documents or information which may arise during the course of the Contract promptly so as to prevent any delay or cancellation of fieldwork. In the event that a delay or cancellation of fieldwork occur as a result of the inability to obtain relevant information from the Client, or any delay for any other reason caused by the Client, the Company reserves the right to charge such additional sums and/or extend project timings at the sole discretion of the Company as it deems reasonable. Where surveys are conducted, the Client accepts that the target number of responses are on a best endeavours basis and that there are occasions when a lower number may be the maximum that can be achieved. The Company will ensure the Client is kept updated regarding the number of responses. The Client understands that the Company cannot guarantee the total number of responses; the Company will fully spend the money they have planned on panel provision to get as high a number of responses as possible within the budget; the Company is therefore not in a position to, and will not provide, refunds for not achieving the target number of responses.
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The copyright in all reports and preliminary work shall remain vested in the Company. All work undertaken by the Company for the Client shall be carried out exclusively for the Client to be used in connection with its business and shall not be disclosed to any third party without the prior written consent of the Company nor shall the Company’s name be used by the Client or any third party in connection with any services provided by the Company without its prior written approval.
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Services, such as fieldwork, may be sub-contracted to such other companies and firms as the Company shall decide. All such sub-contractors shall carry out the services in conformity with the standards required by the Market Research Society and follow all relevant legislation, such as GDPR.
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With respects to indemnification and liability:
a) The Company and Client shall indemnify the other of them and keep the other fully and effectually indemnified against any loss of or damage to any real and tangible property injury to or death of any person caused by any negligent act or willful misconduct of it, its employees, agents or sub-contractors.
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b) The Company shall have no liability to the Client in connection with this Agreement for any loss of profits, loss of revenue, loss of business, loss of contract, loss of goodwill, loss of data or failure to make anticipated revenues or savings or any indirect or consequential loss, whether this results from breach of contract, negligence or otherwise.
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c) The maximum aggregate liability of the Company to the Client and whether arising in contract, tort, breach of statutory duty or otherwise is limited to 50% of the amount received in consideration of the Services less the costs of any third party costs that have already been incurred by the Company in order to carry out the Services.
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d) Neither Party shall be liable or be deemed to be in breach of this agreement by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the services, if the delay or failure was due to force majeure or any cause beyond its reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Party’s reasonable control:With respects to indemnification and liability:
i) Act of God, explosion, flood, tempest, fire or accident.
ii) War or threat of war, sabotage, insurrection, civil disturbance of requisition.
iii) Acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority.
iv) Import or export regulations restrictions or embargoes.
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e) The Client acknowledges that it is in a better position to foresee and evaluate any loss it might suffer in connection with its use of the Services and that it is able to insure against such loss to such extent as will be sufficient having regard to the particular circumstances of the Client and the provisions of this Clause.
f) The Client expressly acknowledges that the provisions of this Clause satisfy the requirements of reasonableness specified in the Unfair Contract Terms Act 1977 and that it shall be stopped from claiming the contrary at any future date in the event of any dispute concerning the Company’s liability hereunder.
g) The provisions of this Clause shall remain in full force and effect notwithstanding termination of the Contract for whatever reason.
14. Where Services are provided abroad and through currency fluctuations the cost to the Company exceeds the cost reflected in the quotation, the Company shall be entitled to make an extra charge to cover the difference. The Company shall provide the Client with 60 days’ notice of any charge in fees and the opportunity to terminate without penalty if the Client does not agree to a proposed change.
15. If the Client requests the Company to appoint a sub-contractor the Company shall not be liable for the Services provided by the sub-contractor.
16. The Contract and these terms of business shall be governed by and construed in accordance with English law and both parties agree to submit to the jurisdiction of English Courts.