Illuminas Terms & Conditions Sep 2009 v3.doc

When we have both agreed to abide by this document by exchange of emails or written confirmations there will be a binding agreement between us subject to the terms and conditions below. The services to be provided are set out in our proposal or quotation (the Project Proposal"). We agree to provide the services on the terms of this document.

Your continued instructions by phone, e-mail or in writing will constitute agreement to the terms set-out below unless we have already agreed alternative terms with you in writing.

GENERAL TERMS AND CONDITIONS -    
The terms of business which govern our relationship follow:-

1. Fees and expenses - Our fees and expenses are set out in the Project Proposal.  If fees exceed £10,000, we reserve the right to require payment in whole or in part before beginning the services.  We generally bill 50% of the total fee on commissioning, and the balance of fees due on delivery of final outputs.  All work undertaken in addition to that set out in the Project Proposal will also form part of this agreement, but we will be entitled to raise an additional charge at our then standard rates. All fees and expenses must be paid within 30 days of our delivery of an invoice, without set-off or deduction. All fees and expenses are exclusive of VAT which must also be paid at the applicable rate. We will be entitled to interest on late payments at the rate of 4% per annum above the base rate of Barclays Bank plc from the due date of payment until actual payment, such rate to apply both before and after any judgement.

2. Cancellation - Without prejudice to our other rights and remedies, if you postpone or cancel our services, we will be entitled to charge you at the following rates:  Cancellation or postponement with 0-5 complete working days notice will be charged at 100% of fees set out in the Project Proposal; cancellation or postponement with 6-10 complete working days notice will be charged at 50% of fees set out in the Project Proposal. Postponement rather than cancellation is acceptable only if the rescheduled date is bona fide and within 2 weeks of the initial date scheduled.  Should further postponement occur, we will be entitled to treat the series of transactions as the cancellation of our services.  If our services involve fieldwork our services will begin at the initiation by us of recruitment activities. We will be entitled to charge for all incidentals and out of pocket expenses incurred in delivering the Services plus a handling fee of 15% of such cost incurred.

3. Intellectual Property Ownership - All intellectual property in any report, presentation or other material produced by us and delivered to you in the provision of the services shall remain our property. Upon payment of our fees and expenses in full on their due dates you will have a licence to use any such report, presentation or materials for the purpose for which they were created.  You licence us to use any intellectual property of yours which it is necessary or which you ask us to use in performing the services.  

4. Liability - We shall not be liable to you for any event beyond our reasonable control, including but not limited to any failure or defective working of audio or visual equipment or internet service provision or for the consequences of it, or for any loss of profit indirect or consequential loss or damage (including loss of business, depletion of goodwill or otherwise). Our total liability to you arising out of or in connection with this agreement shall not exceed the monies you have paid us under it at the date any claim arises.  Nothing in this clause shall, however, restrict our liability for death or personal injury caused by our negligence or for fraudulent misrepresentation. 

5. Members of the Public - When using Shoreditch Studios (as described in the Project Proposal if applicable), you must ensure your actions or omissions do not give rise to any loss or injury or breach of legal duty to participating members of the public.  You agree to indemnify us and to keep us indemnified fully against all losses, actions, claims, proceedings, costs and damages and all legal costs or other expenses arising out of any breach of this clause.

6. Quality - Our services will be provided with reasonable care and skill. However, our services are provided "as is" only and we are not responsible for any actions you take or do not take in reliance upon any report or other research we deliver to you in the provision of the services.  All implied warranties, conditions and other terms concerning our performance of the services are excluded to the extent permitted by law. 6.1 Quality Control - we operate a quality management system certified to ISO20252, the international standard for Market Research.  We provide research outputs from a variety of data inputs, including data collection purchased from third party research suppliers.  Suppliers must meet our quality requirements, including our standards for the recruitment and validation of respondents  who self complete responses via internet panels or other sources. Our quality standards are available on request. 

7.  The Data Protection Legislation – Illuminas is registered as a Data Controller with Information Commissioner’s Office, registration number Z9566964.  Illuminas shall ensure that it has in place the appropriate technical and organisational measures in relation to its obligations under the Data Protection Legislation.  You warrant to Illuminas that you have complied with The Data Protection Acts requirements in relation to any customer data or sample you provide for the purposes of research commissioned by you. 

8. Exchange Rates - We will invoice you in £ Sterling GBP and you agree to pay us in £ Sterling GBP. 

9. Termination  - Without prejudice to any other right or remedies, either of us may terminate this agreement at any time by notice in writing to the other if the other party is in breach of this agreement and, in the case of a breach capable of remedy, the breach is not remedied within 14 days of the other party receiving notice specifying the breach and requiring it to be remedied, or if the other party becomes insolvent or an order is made or a resolution is passed for the winding up of the other party (other than voluntary for the purpose of solvent amalgamation or reconstruction) or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other's assets or business or if the other makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.

10. Our Staff - You undertake that you will not during the term of this agreement and for a period of one year following its expiry solicit or seek to induce away from our employment any person who is or was employed or engaged by us.