Terms of business for the supply of research & consultancy services 

1. DEFINITION AND INTERPRETATION

1.1 In these Conditions the following words shall have the following meanings:

"Anti-bribery Policy" means the Client's Anti-bribery Policy (may be updated by the Client from time time);

"Anti-slavery Policy" means the Client's Anti-slavery Policy (may be updated by the Client from time to time);

"Best Industry Practice" means the standards which fall into the upper quartile in the relevant industry for the provision of comparable services which are substantially similar to the Services or the relevant part of them, having regard to factors such as the nature and size of the parties, the term of the Project and other relevant factors;

"Client" means the company, organisation or individual to which the Proposal is addressed or to which the Company provides Services;

"Company" means Box Clever Marketing Intelligence Ltd (Company number 7304638) and/or any of its holding companies or subsidiaries from time to time (as appropriate);

"Conditions" means these terms and conditions;

"Confidential Information" means all information of a confidential nature (however recorded, preserved or disclosed and in whatever form including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) made available (whether directly or indirectly (through disclosure or otherwise)) by one party to the other, and by the Client and/or the Client's Representatives to the Company and the Company's Representatives including but not limited to: (a) the existence and terms of these Conditions; (b) any information that would be regarded as confidential by a reasonable business person relating to the: (i) business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Client or of the Group; and (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the Client or of the Group; (c) all information relating to the Client's goods and services (including without limitation clothing, shoes, accessories, competitions and marketing campaigns and designs, of the same); (d) the statistics relating to the Client's websites (including without limitation, number of sales); (e) all information relating to intellectual property rights, software and IT systems the Client owns and/or licenses and/or operates and uses; (f) all financial information relating to the Client including without limitation all revenue, assets, liabilities, sales on websites, returns and all costs, expenses and charges paid by, incurred or charged by the Client, and all projections with regard to fraud; (g) information that the Company creates, develops, receives or obtains in connection with these Conditions whether or not such information (if in anything other than oral form) is marked confidential; and (h) any information or analysis derived from such Confidential Information;

"Data Controller" shall have the meaning set out in the DPA;

"Data Processor" shall have the meaning set out in the DPA;

"Data Protection Legislation" see definition later in this document

"Data Subject" shall have the meaning set out in the DPA;

"Deliverables" means all databases, records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software programs, inventions, ideas, discoveries, developments, improvements or innovations and all materials embodying them in whatever form, including but not limited to hard copy and electronic form, prepared by the Company in connection with the provision of the Services;

"DPA" the Data Protection Act 2018 (as amended);

"Group" means the Client, its subsidiaries or holding companies from time to time and any subsidiary of any holding company from time to time; means commercial general liability insurance cover,

"Insurance Policies" professional indemnity insurance cover and public liability insurance cover, each with a cover amount of no less than £5,000,000 for each and any event and employers liability cover with a cover amount of no less than £10,000,000 for each and any event;

"Intellectual Property Rights" (and "IPR") means 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;

"Model Clauses Agreement" a contract based on the European Commission Decision on standard contractual clauses for the transfer of personal data to processors established in third countries under the EU Standard Contractual Clauses (SCCs) and the UK International Data Transfer Agreement (ITDA).

"Personal Data" shall have the meaning set out in the DPA;

"Process" (and "Processing") shall have the meaning set out in the DPA;

"Project" means any project to which the Company is appointed to provide Services;

"Proposal" means the Company's proposal or letter of offer setting the Services to be provided and the fees payable;

"Representatives" means employees, officers, agents, advisers, consultants, agents and/or subcontractors;

"Services" means any research and consultancy services provided by the Company to the Client;

"Specific Instructions" means the instructions set out in the Annex;

"Subject Access Request" means a request by a Data Subject for information and in the exercise of its rights under Principle 6 of the DPA.

"Data Protection Legislation" means all applicable data protection and privacy legislation in force from time to time including without limitation the GDPR; the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426); the Personal Data Privacy Ordinance (PDPO); the Personal Information Protection Law (PIPL); the Personal Information Protection Act (PIPA); the Act on Protection of Personal Information (APPI); and the California Consumer Privacy Act (CCPA), as amended, 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) and the guidance and codes of practice issued by any relevant regulatory authority and which are applicable to a party.

GDPR: the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data) as updated, amended or replaced from time to time.

Good Industry Practice: the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector in which the Supplier operates.

IT Systems: the network and information systems that are owned, used or held for use by the Supplier, including: (i) all computer hardware (including network and telecommunications equipment and related peripherals) and mobile devices; (ii) all software (including associated user manuals, object code and source code and other materials sufficient to enable a reasonably skilled programmer to maintain and modify the software) and firmware; and (iii) all databases.

"Personal Data" has the meaning set out in the Data Protection Legislation.

Services: Market research and data analysis

UK GDPR: the GDPR as retained into UK law by virtue of the Data Protection, Privacy and Electronics Communications (Amendments etc) (EU Exit) Regulations 2019, as amended from time to time.

1.2 In these Conditions, the following rules of interpretation apply:

1.2.1 a reference to a singular item includes the plural and vice versa;

1.2.2 the expression 'person' includes any individual, firm, body corporate, unincorporated association, or partnership;

1.2.3 the headings to the clauses are for convenience only and do not affect the construction or interpretation of the Conditions;

1.2.4 references to a statute or statutory provision include, unless the context otherwise requires, a reference to that statute or statutory provision as amended, modified, extended, re-enacted or consolidated together with all statutory instruments made under that statute at any time; and

1.2.5 references to holding company and subsidiary mean a "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006.

3. THE COMPANY'S OBLIGATIONS AND RESPONSIBILITIES

3.1 The Company shall at all times in the provision of the Services:

3.1.1 carry out the Services set out in the Proposal in accordance with Best Industry Practice;

3.1.2 procure that the Services will conform with all descriptions and specifications provided to it by the Client;

3.1.3 observe, and shall procure that its Representatives shall observe, all of the Client's policies and procedures when attending the Client's sites and in the performance of the Services including without limitation all policies relating to health and safety, data protection, anti-bribery and anti-corruption, no smoking and information security;

3.1.4 before the date on which the Services are to start, obtain, and at all times maintain, all necessary licences, permissions, consents and authorisations to collect, use, disclose, edit and assimilate information used and/or obtained in the provision of the Services in accordance with all applicable laws, and grant the Client the right to use the same as envisaged by these Conditions;

3.1.5 observe the Market Research Society's Code of Conduct and the relevant codes of practice relating to Market Research in the relevant territory in which the Services are being conducted;

3.1.6 if applicable, comply with the ESOMAR International Code on Market, Opinion and Social Research and Data Analytics; and

3.1.7 provide the Services in accordance with all applicable laws and regulations from time to time in force, and inform the Client as soon as it becomes aware of any changes in those laws and regulations.

3.2 The Company warrants, represents and undertakes that it will obtain all legally required permissions and consents to collect, use, disclose, edit and assimilate information used and/or obtained during online panel interviews.

3.3 The Company shall indemnify the Client and keep it indemnified at all times against all or any actions, proceedings, costs, claims, damages, losses, liabilities and/or expenses (including without limitation any interest, fines, legal and other professional fees and expenses) incurred and/or suffered by the Client, or for which the Client may become liable, arising out of or in connection with a breach of this Condition 3. For the avoidance of doubt, the limitation of liability contained in Condition 10.5 shall not apply to this indemnity.

4. THE CLIENT'S OBLIGATIONS AND RESPONSIBILITIES

4.1 The Client undertakes to:

4.1.1 on request, provide such information as may reasonably be requested by the Company for the purposes of the provision of the Services

4.1.2 subject to confidentiality and compliance policies, provide for the Company and its employees access to the Client's premises (or any third party's premises) to enable the Company to perform the Services and ensure that such premises offer suitable protection for health and safety purposes and are in compliance with all applicable laws;

4.2 The Client agrees that it shall not (directly or indirectly, for the benefit of itself or any other person), during the term of any contract formed pursuant to these Conditions and for a period of six months after its expiry or termination for any reason, solicit or hire as an employee or consultant any employee of the Company who is involved with a Project, delivering any Services or the performance of these Conditions.

5. TIMETABLE AND DELAYS

5.1 The Company will detail the final timetable for completion of the Services in relation to a Project on acceptance by the Client of the Proposal (the "Final Timetable").

5.2 The Company shall be responsible for ensuring that the Project is completed in a timely manner, in the sequence agreed and shall complete the Project on or before the completion date stipulated in the Final Timetable.

5.3 If the Company is prevented from or delayed in completing any phase of the Project as a direct result of the Client's failure to comply with its obligations under these Conditions or a Proposal, then subject to Condition 5.4 the Company shall be entitled to:

5.3.1 an extension of time in completing the Project at least equal to the period of such delay caused by the Client (such period to determined by the Company acting reasonably);

5.3.2 increase the fees to take account of the period of delay caused by the Client (such increase to be determined by the Company acting reasonably).

5.4 Any extension of time shall be pre-approved by the Client in writing and the Company shall notify the Client in writing of any additional charges.

6. FEES AND EXPENSES

6.1 The fees payable by the Client shall be as detailed in the Proposal.

6.2 Reasonable travel expenses, accommodation expenses and general project expenses will be charged at cost to the Client on completion of the Project and/or Services, subject to the prior written approval of the Client.

6.3 All fees and expenses will be subject to VAT and any other applicable taxes at the time of invoicing.

7. TERMS OF PAYMENT

7.1 The Company shall invoice the Client in accordance with the Proposal

7.2 All invoices will be in GBP sterling, unless agreed otherwise between the parties.

7.3 If no invoicing procedures are set out in the Proposal:

7.3.1 in relation to Projects with a term of 16 weeks or less, the Company shall invoice the Client for 50% of the fees upon commencement of the Project and 50% upon completion of the Project; and

7.3.2 in relation to Projects with a term of 16 weeks or more, the Company shall invoice the Client for the fees either quarterly or monthly (to be determined by the Company on commencement of a Project).

7.4 Payment is due to the Company within 30 days following the receipt by the Client of an invoice.

7.5 If the Client fails to pay any undisputed amount properly due and payable by it under these Conditions, the Company shall be entitled but not obliged to charge the Client interest on the overdue amount from the due date up to the date of actual payment, after as well as before judgment, at the rate of 2% per annum above the base rate for the time being of Lloyds TSB PLC. Such interest will be calculated for a full year by multiplying the amount owed by the total rate of interest. The daily rate shall then be calculated by dividing the annual interest by 365. The interest due will be the daily rate multiplied by the number of late days. In relation to payments disputed in good faith, interest under this Condition is payable only after the dispute is resolved, on sums found or agreed to be due, from 14 days after the dispute is resolved until payment.

8. VARIATION TO A PROJECT OR SERVICES / CHANGE CONTROL

Should the Client request any alterations to the Project or the Services to be performed (including, without limitation, changes to project remit / length of questionnaire and additional quotas), the Company shall be entitled to raise invoices for the additional work and shall provide the Client with a new timetable for completion. Any additional costs will be based on the Company's timesheet records for the Project and will be charged for at the prevailing rate, plus any additional direct costs and expenses. Any additional costs shall only be charged if agreed in writing between the parties.

9. TERM AND TERMINATION

9.1 The term of each contract formed pursuant to these Conditions will be set out in the relevant Proposal.

9.2 Either party may terminate a contract formed pursuant to these Conditions with a term of over 12 weeks by giving the other party 3 month's notice in writing.

9.3 Either party may terminate a contract formed pursuant to these Conditions with a term of less than 12 weeks by giving the other party 3 week's notice in writing.

9.4 Any contract formed may be terminated with immediate effect by either party giving the other written notice at any time:

9.4.1 if the other party is in material breach of any of its obligations under these Conditions and fails to remedy that breach (if capable of remedy) within 14 days after receiving written notice of the breach; or

9.4.2 if the other party is in breach of any of its obligations under these Conditions on more than three occasions during any six month period (even if that party has remedied those breaches on previous occasions); or

9.4.3 if the Company breaches any applicable laws and regulations or the Client anticipates that it will breach such laws and regulations; or

9.4.4 if the Company's actions result in damage to the Client's reputation and/or goodwill; or

9.4.5 if the Company has not obtained all necessary licences and consents in relation to the provision of the Services; or

9.4.6 if any encumbrancer takes possession of or a receiver, administrative receiver or similar officer is appointed over any of the property or assets of the other party or if the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order or has an administrator appointed or goes into liquidation or has a resolution for its winding-up passed (except for the purpose of amalgamation or reconstruction not involving insolvency where the resulting entity agrees to be bound by or assumes the obligations imposed on the other party) or anything analogous to any of these events under the law of any jurisdiction occurs in relation to the other party or if the other party cease or threatens to cease to carry on business; or

9.4.7 if there is a change of control of the Company (within the means of section 1124 of the Corporation Tax Act 2010).

9.5 The Company shall refund the fee to the Client on a pro rata basis where the Project is terminated by the Client due to a breach of these Conditions of the part of the Company.

9.6 The termination or expiry of a contract (however caused) will not affect any rights and/or liabilities of either party which have accrued before termination or expiry, or any provision of that contract which expressly or by implication is intended to come into or continue in effect on or after termination or expiry.

10. EXCLUSION OF LIABILITY

10.1 Nothing in this Condition 10 attempts to exclude or limit the liability of either party for death or personal injury caused by its negligence or the negligence of its Representatives, or for fraud or fraudulent misrepresentation, or any other liability or loss which cannot lawfully be excluded or limited by English Law.

10.2 Save as set out in these Conditions, any and all other warranties whether oral or written, express or implied by statute, common law, trade custom and industry practice are excluded to the fullest extent possible by English law.

10.3 Under no circumstances whatsoever shall either party be liable to the other party, whether in contract, tort (including negligence), breach of statutory duty or otherwise howsoever arising for:-

10.3.1 indirect or consequential losses;

10.3.2 business disruption or interruption costs;

10.3.3 damage to goodwill or reputation;

10.3.4 loss of profits or contribution;

10.4 Each of the sub-conditions in Condition 10.3 are to be regarded as separate and severable clauses. If any sub-condition shall be or become void or unenforceable in whole or in part, the other provisions shall remain valid and enforceable.

10.5 Subject to Condition 10.1 and save in respect of Conditions 3.2, 11, 12, 13, 19 and 20, the aggregate liability of the Company to the Client in connection with or arising from any contract formed pursuant to these Conditions whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed £5 million.

10.6 Subject to Condition 10.1, the aggregate liability of the Client to the Company whether in contract, tort (including negligence), breach of statutory duty or otherwise howsoever arising shall in no circumstances exceed the amount of fees paid under the contract.

11. INTELLECTUAL PROPERTY

11.1. The Company retains all ownership, copyright and other IPR in everything developed, designed or created by the Company either before or during the course of the Project and/or the provision of Services, including systems, methodologies, software, know-how and working papers save that, for the avoidance of doubt, any working papers created by the Client or by the Client in conjunction with the Company will be owned by the Client. The Company transfers all ownership, copyright and other IPR in all reports, written advice or other materials provided by the Company to the Client as soon as they are finalised.

11.2 The Company warrants, represents and undertakes to the Client that:

11.2.1 it has obtained and/or will obtain as appropriate prior to the performance of any Services under a contract, a written and valid assignment of all existing and future IPR in the Deliverables and of all materials embodying such rights with full title guarantee and a written irrevocable waiver of all the Company's Representatives' statutory moral rights in the Deliverables, or otherwise from the Company's performance of the Services and any modifications or enhancements to the same, to the fullest extent permissible by law; and

11.2.2 the use of the Deliverables or the IPR in the Deliverables by the Client will not infringe the rights of any third party.

11.3 The Company hereby grants to the Client a perpetual, irrevocable, non-transferable, non-exclusive, worldwide, royalty-free licence to use, copy, modify and prepare derivative works of the Deliverables for the Client's own internal business use.

11.4 The Company shall indemnify the Client and keep it indemnified at all times against all or any actions, proceedings, costs, claims, damages, losses, liabilities and/or expenses (including without limitation any interest, fines, legal and other professional fees and expenses) incurred and/or suffered by the Client, or for which the Client may become liable, arising out of or in connection with any IPR infringement claim or other claim relating to the Deliverables supplied by the Company to the Client during the course of providing the Services. For the avoidance of doubt, the limitation of liability contained in Condition 10.5 shall not apply to this indemnity.

12. CONFIDENTIALITY

12.1 Each party shall at all times keep all Confidential Information supplied by the other party confidential and shall not disclose any such information to any third-party other than in the proper performance of its obligations under the Conditions. Each party agrees that this obligation shall continue in force after termination of these Conditions.

12.2 The restriction imposed by Condition 12.1 shall not apply to the disclosure of any Confidential Information:

12.2.1 to such extent as is necessary for the purposes contemplated by these Conditions and with the other party's prior written consent; or

12.2.2 as is required by law; or

12.2.3 where it is public knowledge at the date of disclosure or can be shown by the disclosing party to have been known prior to such disclosure, provided that such disclosure does not constitute a breach of these Conditions.

12.3 At any stage during the term of a Project, the Company shall promptly on request return to the Client all and any of the Client's Confidential Information in the Company's and/or the Company's Representatives' possession and shall inform the Client immediately on becoming aware, or suspecting, that any unauthorised person, company or organisation knows or has used any of the Client's Confidential Information.

12.4 The Company shall indemnify the Client and keep it indemnified at all times against all or any actions, proceedings, costs, claims, damages, losses, liabilities and/or expenses (including without limitation any interest, fines, legal and other professional fees and expenses) incurred and/or suffered by the Client, or for which the Client may become liable, arising out of or in connection with a breach of this Condition 12. For the avoidance of doubt, the limitation of liability contained in Condition 10.5 shall not apply to this indemnity.

13. DATA PROTECTION

13.1 The Company shall comply with the Client's data protection policy and relevant obligations under the Data Protection Legislation and associated codes of practice when Processing Personal Data relating to any employee, worker, customer, client, supplier or agent of the Client.

13.2 Where the Company Processes Personal Data on behalf of the Client, it shall:

13.2.1 process such Personal Data only in accordance with the Specific Instructions and such other instructions from the Client from time to time under and pursuant to these Conditions;

13.2.2 keep a record of any Processing of Personal Data it carries out on behalf of the Client;

13.2.3 promptly comply with any request from the Client requiring the Company to amend, transfer or delete the Personal Data;

13.2.4 ensure the method in which the Company collects the Personal Data contains a data protection notice informing the Data Subject of the identity of the Data Controller, the identity of any data protection representative it may have appointed, the purpose or purposes for which their Personal Data will be processed and any other information which is necessary having regard to the specific circumstances in which the Personal Data is, or is to be, processed to enable Processing in respect of the Data Subject to be fair;

13.2.5 provide, at the Client's request, a copy of all Personal Data held by it in the format and on the media reasonably specified by the Client;

13.2.6 ensure appropriate technical and organisational measures to ensure the security of such Personal Data in accordance with the Data Protection Legislation;

13.2.7 not transfer any Personal Data outside the European Economic Area without the prior written consent of the Client and where the Client consents, ensure adequate protection for such Personal Data in line with the Data Protection Legislation, including without limitation, where appropriate and requested by the Client, entering into a Model Clauses Agreement;

13.2.8 promptly inform the Client if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable. The Company will restore such Personal Data at its own expense;

13.2.9 notify the Client immediately in the event it receives a Subject Access Request and/or any complaints, notices, communications or queries regarding the Client's and/or the Company's Processing of their Personal Data and/or compliance with the DPA and/or in the requirements in this Condition and in such circumstance it shall:

13.2.9.1 not respond to the Data Subject or if the individual complaining, notifying, requesting or communicating is not the Data Subject ("Other Individual") not respond to the Other Individual directly and/or without the prior consultation and agreement of the Client;

13.2.9.2 provide all such information and assistance as the Client may request within the timescales set by the Client.

13.3 The Company shall ensure:

13.3.1 that it takes reasonable steps to ensure the reliability of any of the Company's Representatives who have access to the Personal Data;

13.3.2 that access to the Personal Data is limited to:

13.3.2.1 those Representatives who need access to the Personal Data to meet the Company's obligations under these Conditions; and

13.3.2.2 in the case of any access by any Representative, such parts or parts of the Personal Data as is strictly necessary for performance of that Representative's duties.

13.3.3 that all of its employees involved in providing the Services:

13.3.3.1 are informed of the confidential nature of the Personal Data;

13.3.3.2 have undertaken training in the laws relating to handling Personal Data; and

13.3.3.3 are aware both of the Company's duties and their personal duties and obligations under such laws and these Conditions;

13.4 If the Company receives a request from a Data Subject for access to that person's Personal Data, the Company shall:

13.4.1 notify the Client within 48 hours of receiving such request;

13.4.2 provide the Client with full co-operation and assistance in relation to any request made by a Data Subject to have access to that person's Personal Data; and

13.4.3 not disclose the Personal Data to any Data Subject or to a third party other than at the request of the Client or as provided for in these Conditions.

13.5 The Client is entitled, on giving at least 48 hours' notice to the Company, to inspect or appoint representatives to inspect all facilities, equipment, documents and electronic data relating to the Processing of Personal Data by the Company and the Company's Representatives. This requirement to give notice will not apply if the Client believes that the Company is in breach of any of its obligations under this Condition 13. The Company warrants, represents and undertakes that it will Process the Personal Data in compliance with all Applicable Laws.

13.7 The Company shall notify the Client immediately if it becomes aware of:

13.7.1 any unauthorised or unlawful Processing, loss of, damage to or destruction of the Personal Data; and

13.7.2 any advance in technology and methods of working which mean that the Client should revise its security measures.

13.8 The Company shall indemnify the Client and keep it indemnified at all times against all or any actions, proceedings, costs, claims, damages, losses, liabilities and/or expenses (including without limitation any interest, fines, legal and other professional fees and expenses) incurred and/or suffered by the Client, or for which the Client may become liable, arising out of or in connection with a breach of this Condition 13. For the avoidance of doubt, the limitation of liability contained in Condition 10.5 shall not apply to this indemnity.

13.9 In relation to third parties or sub-contracting the Processing of Personal Data:

13.9.1 the Company may not authorise any third party or sub-contractor to Process the Personal Data;

13.9.2 the Company may only authorise a third party (sub-contractor) to Process the Personal Data:

13.9.2.1 subject to the Client's prior written consent where the Company has supplied the Client with full details of such sub-contractor;

13.9.2.2 provided that provisions relating to data processing and data protection in the sub-contractor's contract is on terms which are substantially the same as those set out in this Condition 13; and

13.9.2.3 provided that the sub-contractor's contract terminates automatically on termination of these Conditions for any reason.

14. RETENTION OF RECORDS

The Company shall destroy all materials (including, without limitation, questionnaires, tapes, discs and returns) relating to a Project or any Services one year from the date of the completion of a Project and/or the Services unless agreed otherwise in writing between the parties before the due date for destruction and subject to the Company giving the Client the opportunity to receive a copy of the materials before destruction.

The Client agrees that (unless it provides notice stating otherwise to the Company) the Company shall be entitled to publicise its relationship with the Client to third parties (including, without limitation, other clients, the press and industry bodies) and on its website and that the Company shall be entitled to use the Client's trademarks or logos for these purposes only, subject to the prior written approval of the Client.

16. INSURANCE

16.1 Both parties shall take out and maintain during the term of any contract formed pursuant to these Conditions suitable Insurance Policies with reputable insurance companies to cover their liabilities under these Conditions.

16.2 The Company shall do nothing to invalidate any Insurance Policies and shall notify the Client if any policy is (or will be) cancelled or its terms are (or will be) subject to any material change.

16.3 The Company's liabilities under these Conditions shall not be deemed to be released or limited by the Company taking out the Insurance Policies.

17. RESOLUTION OF DISPUTES

17.1 Either party may refer any dispute between the parties arising out of or relating to a contract formed pursuant to these Conditions to each party's respective contract managers for resolution by giving a notice in writing. The contract managers shall negotiate in good faith to resolve such disputes.

17.2 If any dispute cannot be resolved by the contract managers under Condition 17.1 within twenty-one (21) days after it has been referred to them, the dispute must be referred to suitable directors of the Company and the Client (with notice of such escalation being sent to the senior legal representatives of each party as notified to each party in writing from time to time) for resolution and such directors shall negotiate in good faith to resolve such disputes within twenty-one (21) days.

18. FORCE MAJEURE

18.1 Neither party shall be liable for any failure to perform any of its obligations under the Conditions if and to the extent that the failure is as a result of causes outside that party's reasonable control, including without limitation, (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); (h) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and (i) interruption or failure of utility service ("Force Majeure event").

18.2 If a Force Majeure event (as set out in Condition 18.1) continues for a period of 30 days or more then either party shall have the option to immediately terminate the contract without liability to the other by giving notice in writing and the Client shall pay the Company any costs incurred by the Company in performing the contract up to and including the date of termination.

19. ANTI-BRIBERY

19.1 The Company shall:

19.1.1 comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 ("Bribery Act") ("Relevant Requirements");

19.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act if such activity, practice or conduct had been carried out in the UK;

19.1.3 have and shall maintain in place throughout the term of the Project its own policies and procedures, including but not limited to adequate procedures under the Bribery Act, to ensure compliance with the Relevant Requirements, the Relevant Policies and clause 19.1.2, and will enforce them where appropriate;

19.1.4 promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Company in connection with the performance of these Conditions;

19.1.5 immediately notify the Client if a foreign public official becomes an officer or employee of the Company or acquires a direct or indirect interest in the Company (and the Company warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of these Conditions);

19.1.6 ensure that all persons associated with the Company or other persons who are performing services or providing goods in connection with these Conditions comply with this Condition 19; and

19.1.7 within 1 month of the date of these conditions, and annually thereafter, certify to the Client in writing signed by an officer of the Company, compliance with this Condition 19.1 by the Company and all persons associated with it, including without limitation the Company's Representatives, and all other persons for whom the Company is responsible under Condition 19.1.7. The Company shall provide such supporting evidence of compliance as the Client may reasonably request.

19.2 The Company shall indemnify the Client against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by, or awarded against, the Client as a result of any breach of the Bribery Act 2010.

19.3. For the purpose of Condition 19.1, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act (and any guidance issued under section 9 of the Bribery Act), section 6(5) and 6(6) of the Bribery Act and section 8 of the Bribery Act respectively.

20. ANTI-SLAVERY

20.1 In performing its obligations under these Conditions, the Company shall and shall ensure that each of its subcontractors shall comply with:

20.1.1 all applicable laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015;

20.2 The Company represents and warrants that at the date of these Conditions;

20.2.1 its responses to the Client's slavery and human trafficking due diligence questionnaire are complete and accurate; and

20.2.2 neither the Company nor any of its Representatives or other persons associated with it:

20.2.2.1 has been convicted of any offence involving slavery and human trafficking; and

20.2.2.2 having made reasonable enquiries, to the best of its knowledge, has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking.

20.3 The Company shall implement due diligence procedures for its own suppliers, subcontractors and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains.

20.4 The Company undertakes not to purchase any resources, materials, livestock or products from any country that has been sourced from producers, farmers or manufacturers using forced labour in its operations or farming practices.

20.5 The Company shall not subcontract its obligations under these Conditions without the prior written consent of the Client.

20.6 In order to help the Client reach a decision on a proposed subcontract, the Company shall provide the Client with a copy of any proposed subcontract, together with any other information that the Client may reasonably require about the proposed subcontractor.

20.7 If the Client agrees that the Company may subcontract its obligations, the Company shall implement an appropriate system of due diligence, audit, and training designed to ensure compliance with the Anti-slavery Policy.

20.8 The Company shall notify the Client as soon as it becomes aware of:

20.8.1 any breach, or potential breach, of the Modern Slavery Act 2015; or

20.8.2 any actual or suspected slavery or human trafficking in a supply chain which has a connection with this these Conditions.

20.10 The Company shall:

20.10.1 maintain a complete set of records to trace the supply chain of all goods and services provided to the Client in connection with these Conditions;

20.11 The Company shall implement a system of training for its employees, suppliers and subcontractors to ensure compliance with the Modern Slavery Act 2015.

20.12 The Company shall keep a record of all training offered and completed by its employees, suppliers and subcontractors to ensure compliance with the Modern Slavery Act 2015and shall make a copy of the record available to the Client on request.

20.13 The Company shall indemnify the Client against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by, or awarded against, the Client as a result of any breach of the Modern Slavery Act 2015.

20.14 The Company represents, warrants and undertakes that it conducts its business in a manner that is consistent with the Modern Slavery Act 2015.

21. NOTICES

21.1 Any notice or other communication given to a party under or in connection with these Conditions shall be in writing and shall be:

21.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered or principal office address (if a company) or its principal place of business (in any other case); or

21.1.2 sent by email.

21.2 Any notice or communication shall be deemed to have been received:

21.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

21.2.2 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;

21.2.3 if sent by email, at 9.00 am on the next Business Day after transmission.

21.3 This Condition 20 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

22. ASSIGNMENT

22.1 The contract is entered into between the Company and the Client as principals and neither party shall be entitled to assign the benefit or burden of it or of any interest in it without the prior written consent of the other party.

23. SUBCONTRACTING

23.1 The Company shall be entitled to sub-contract the whole or part of its obligations under the contract to vetted and audited partners listed on its Preferred Supplier List, which includes market research panel providers and market research recruitment companies, and the Company shall notify the Client within a reasonable time period following any such actions.

23.2 For the avoidance of doubt, partners included on the Preferred Supplier List are bound by equivalent obligations and liability under these Conditions.

24. SEVERABILITY



If these Conditions shall be or become void in whole or in part, the other provisions shall remain valid and enforceable and the void provisions shall, where appropriate, be replaced by other provisions corresponding as closely as possible with the void provisions.

25. WAIVER

25.1 A failure by either party to exercise, or a delay in exercising, any right or remedy under the Conditions shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies which that party may otherwise have and no single or partial exercise of any right or remedy under the Conditions shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

25.2 Any waiver by either party of a breach of any of the terms of the Conditions or of any default under the Conditions shall not be deemed a waiver by that party of any subsequent breach or default and shall not affect the other terms of the Conditions.

26. THIRD PARTY RIGHTS

A person who is not a party to the Conditions (a "third party") shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 (the "Act") to enforce any of these Conditions. Any right or remedy of a third party which exists or is available apart from the Act is not affected.

27. NO PARTNERSHIP



Nothing in these Conditions is intended to or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party an agent of the other party, or authorise any party to make or enter into any commitments for or on behalf of the other party.

28. SURVIVAL

On expiry or termination of these Conditions (as applicable) all clauses expressly or impliedly intended to survive termination shall survive termination including without limitation the following: Conditions 1, 3.3, 7.5, 10.6, 11, 12, 13, 14, 17, 18, 19, 20, 21, 23, 24, 25, 26, 27, 28 and 29.

29. LAW AND JURISDICTION

The parties agree that any disputes arising or in any way connected with the subject matter of the Conditions (whether of a contractual or tortious nature or otherwise) shall be subject to the laws of England and Wales and in the case of proceedings issued against the Company shall be subject to the jurisdiction of the courts of England and Wales only.

ANNEX - SPECIFIC INSTRUCTIONS

The Company shall Process Personal Data in accordance with the following: