The following terms of business apply to all contracts between us. Acceptance of this proposal and commissioning of the project will be taken as acceptance of these terms of business, unless otherwise agreed in writing before commencing the project.
Fees & Invoicing
– The fees exclude VAT, which will be charged as applicable.
– Crowd DNA will charge for [reasonable] supplementary expenses such as hotel, travel and subsistence costs.
– Unless otherwise agreed, payment of each invoice is due from you within 30 days of the invoice date and Crowd DNA will be entitled to charge interest on all sums outstanding thereafter at a rate of 4% per month calculated on a daily basis payable from the invoice date until the date of payment of the outstanding amount in full.
– Our standard payment terms are 50% to be billed upon commencement of work; 50% upon completion. We reserve the right to request a greater % at commencement, if project set-up costs are particularly high.
– Any quotation for a project made by Crowd DNA will remain valid for two months.
– Crowd DNA reserves the right to adjust the fees and the date of completion of the project in the event that the project proposal is altered after the project is commissioned.
Confirmation, cancellation & termination
– Crowd DNA requires written confirmation (including by email) to commence a project. Once the project has been confirmed, the cancellation charges set out below will apply.
– If the project is cancelled by you at any time during the project, to a minimum of 50% of the agreed project fee, you will be liable to Crowd DNA for any and all direct and indirect expenses and costs incurred by Crowd DNA Ltd and any loss of earnings or other any loss whatsoever.
– Either of us may terminate this agreement at any time by written notice to the other if the other goes into liquidation, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed over all or part of its business.
Cost assumptions
– The fees quoted are estimated according to specific project requirements, the agreed timescale and any assumptions detailed in the proposal. If the timescale, project objectives or requirements or research approach or the assumptions on which the quote is based change in any way, Crowd DNA reserves the right to review the agreed fee and charge for any additional work that has resulted from changes.
– Crowd DNA cannot accept responsibility for delays caused by weather, transport difficulties, industrial action or any other circumstances beyond its control.
– The cost of stimulus material or colour copies of stimulus material will be charged at cost.
Working practice
– Crowd DNA observes the Code of Practice of the Market Research Society.
– In providing the services, we will comply with GDPR and any other relevant secondary legislation. We gain respondents’ permission to use recordings for research purposes only, not for use in external promotions or in the public domain.
– The identity of personal records and data pertaining to persons who take part in projects are confidential information and will not be revealed to clients or any third party.
– Except in respect of death or personal injury, Crowd DNA shall not be liable to you by reason of any representation (unless fraudulent), or any term (express or implied) of our agreement for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims which arise out of or in connection with the project or the use of the results of the project by you, and the entire liability of Crowd DNA under or in connection with the agreement shall not exceed £250,000 in respect of any claim or series of connected claims.
– You will supply at your expense, all agreed documents or other materials, and all necessary data or other information relating to the project (and ensure the accuracy of the same), within sufficient time to enable us to carry out the project in accordance with the proposal.
– Any changes or additions to the project must be agreed in writing by us.
– Upon commencement of the project, you will be responsible for the insurance of any product samples or stimulus material used in the research against accidental loss or damage, until the date of their disposal or return to you in accordance with this term Crowd DNA may dispose of all materials supplied by you after six months following completion of a project, unless you request their return, at your expense, in writing.
– Crowd DNA will keep key documents including (without limitation) electronic copies of the research proposal, sample details, recruitment questionnaire, debrief documentation) for one year from project completion (the date of the debrief presentation) after which they will be destroyed securely. Audio/video recordings and any paper, products and materials relating to the products will be destroyed securely after six months.
International work
– Fees that include foreign fieldwork costs are based on the exchange rates prevailing between sterling and the currencies of the applicable countries on the specified date. The rates used are those quoted in www.ft.com. Crowd DNA reserves the right to adjust the final fee in line with any rate fluctuations during the course of the project.
Copyright and confidentiality
– All intellectual property developed by Crowd DNA prior to or during the project remains its sole and exclusive property, unless commissioned by a client. Intellectual property commissioned and paid for by the client will be the property of the client.
– You warrant that any material or information supplied by you and its use by us, will not infringe the copyright or other intellectual property rights of any third party, and you will indemnify us against any loss, damages, costs, expenses or other claims arising from any such infringement.
– Crowd DNA undertakes to keep confidential and not disclose to any other person (except in the proper performance of duties) either during or after the termination of this contract any information whatsoever relating to your business or any trade secrets or make use of the same in any manner which might be prejudicial to your interests.
– You undertake to keep confidential and not disclose to any other person either during or after the termination of this contract any information whatsoever relating to our business, any proposals, methodologies and debrief documentation or other information supplied by us during or before the project, or make use of the same in any manner which might be prejudicial to our interests.
Consultancy
– Except as otherwise agreed in writing, Crowd DNA will not be responsible for any consequential or special damages with respect to the use of its project findings and strategic recommendations for marketing, sales or other purposes. When publishing or presenting results, clients should make every effort to ensure that outputs and presentations clearly distinguish between facts, opinion, and interpretation.
Outputs
– One client phone or in-person debrief plus one email or digital copy of the debrief document and report are included in the project costs. Any requirements by the client beyond this, and not agreed to in writing by Crowd DNA, will incur additional charges. This includes, but is not limited to abbreviated reports, top line reports, and participant quotation extracts.
General
– Based on the Crowd DNA office engaged with, local law (English, US, Netherlands, Singapore, Australia) governs the agreement between us, and you agree to submit to the non‐exclusive jurisdiction of the local courts.
– These terms, together with the proposal and proposal confirmation, constitute the entire agreement between us, supersede any previous agreements or understandings and all other terms, express or implied by statute or otherwise are excluded to the fullest extent permitted by law.
– A notice required to be served on either of us under these terms shall be in writing addressed to the other at its registered office or principal place of business or such other address as may have been notified to the party giving notice pursuant to this term.
– No failure or delay by us to exercise any of our rights under the agreement shall be deemed to be a waiver of that right, and no waiver of any breach of the agreement shall be considered as a waiver of any subsequent breach of the same or any other provision.
– If any provision of these terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of these terms and the remainder of the provision in question shall not be affected.
Coronavirus
– Between March 2020 and June 2020, Crowd DNA reserves the right to replace in-market fieldwork with remote methods (with project costs amended accordingly). All cancellation fees for travel (flights, hotels, but not limited to these) to be billed back to clients.