Terms & Conditions.
Sales of Service Agreement
1. Definitions
1.1 The following terms shall have the following meanings:
1.1.1 “the Agreement” shall mean these terms and conditions, the Proposal (as defined) and any document varying or amending the same;
1.1.2 “the Client” shall mean the individual, firm, body corporate, government or state, association or partnership to whom the Proposal is addressed;
1.1.3 “the Company” shall mean Something Exciting Ltd (trading as Something Exciting).
1.1.4 “the Proposal” shall mean the document designated as a proposal which is sent by the Company to the Client for the provision of the Services;
1.1.5 “the Services” shall mean the services to be provided by the Company to the Client as detailed in the Proposal together with any additions or amendments as may be mutually agreed between the Client and the Company;
1.1.6 “Intellectual Property” shall mean ideas, inventions, designs (registered or unregistered), trade marks, service marks, copyright (including future copyright), creative works, plans, software, patents, know-how, business names and any other similar rights;
1.1.7 “Commission” shall mean unconditional confirmation by the Client for the Company to commence work on the Services;
1.1.8 “Completion” shall mean presentation of the findings of the Services in writing or otherwise to the Client.
2. Appointment
Subject to the terms and conditions set out in the Agreement, the Client hereby appoints the Company and the Company accepts the appointment to supply the Services
3. Services and Fees
3.1 The Company agrees to provide the Services to the Client. The scope of the Services may be amended at any time by mutual agreement confirmed in writing by the Company setting out the details of such changes and the variation in costs incurred in providing the additional services.
3.2 The fees for the Services are a specified in the Proposal together with any variation in the fees as agreed between the Company and the Client (subject to any subsequent amendments if any).
3.3 It is acknowledged by the Client that the fees agreed in accordance with clause 3.2 are based on the techniques for market research set out in the Proposal and on information (if any) supplied by the Client to the Company and in the absence of such information on estimates made by the Company.
3.4 In the event that there is a change in the exchange rate of more than 5% on any foreign currency amounts used to determine the fees set out in the Proposal between the date of the Proposal and the Project Confirmation, the Company reserves the right to increase the fees and recover any additional cost to the Company of such change.
3.5 The company shall invoice the fees to the Client in (£) Sterling which shall be payable by the Client in (£) Sterling.
3.6 An interim invoice of 50% of the total amount agreed will be issued when the project is commissioned and, the remaining 50% will be invoiced on completion and delivery of the project or service.
4. Invoicing and Terms of Payment
4.1 Fees for the Services shall be invoiced in accordance with the provisions of clause 3.6 hereof unless otherwise stated in the Proposal.
4.2 Settlement of invoices rendered for the Services shall be made within thirty (30) days of the invoice date.
5. Value Added Tax
5.1 All sums payable under this Agreement unless otherwise stated shall be exclusive of VAT and other taxes and duties.
5.2 Any VAT or other taxes and duties payable in respect of such sums shall be payable in addition.
6. Cancellation
In the event that the Client cancels or postpones the services by notice in writing, the Client shall be liable to pay to the Company forthwith the following;
Cancellations notice period Cancellation charges and fees:
5 full working days or less prior to the commencement of fieldwork: 100% of Cancellation charges and cancellation fees.
10 full working days prior to the commencement of fieldwork: 50% of Cancellation charges and cancellation fees.
More than 10 full working days: Company’s suppliers cancellation charges and disbursement.
7. The Company Conditions
7.1 Acceptance by the Client of the Services and commencement of any work required to provide the Services shall constitute an acceptance by the Client of this Agreement. In the event that the Client refers to or endeavours to incorporate its own terms and conditions into this Agreement then such conditions shall not apply unless accepted by the company in writing.
7.2 The Company reserves the right to amend any of these terms and conditions or the specification of the Services to comply with any statute, by-law, regulation or order issued by any government department or other duly constituted authority provided that the Company shall give all reasonable notice of such changes to the Client in so far as the Company is able. If such changes in the terms and conditions or the specification of the Services result in an increase in the charges and disbursements rendered for the Services then the Company shall invoice the Client for the charges which shall be paid in accordance with clause 4.
8. Fulfilment
8.1 In the event that the Company undertakes group discussions for qualitative research in respect of the Services then unless otherwise specified in the Proposal the Client agrees that while eight (8) people are the generally accepted number, the Client will accept a minimum of six (6) people PROVIDED THAT there shall be no adjustment in fees set out in the Proposal.
For all other qualitative research the Client acknowledges that the Company has fulfilled its obligations if not less than ninety five per cent (95%) of the sample agreed between the parties has been recruited.
8.2 In the event that the Company undertakes quantitative research the Client acknowledges that the Company has fulfilled its obligations under this Agreement if ninety five per cent (95%) or more of its target sample is achieved.
9. Insurance
9.1 The Company shall maintain adequate policies of insurance against any loss, damages, costs or liabilities caused by or arising out of or in connection with the provision of the Services.