Terms & Conditions of Business
THE STATS PEOPLE LTD
1. Interpretation
1.1 In these terms and conditions (Conditions):
Client means the person, firm or company engaging the Company to provide the Services as set out in the Proposal.
Company means THE STATS PEOPLE LTD having its registered office at 19/21 Swan Street, West Malling, Kent ME19 6JU (company registration number 09828882), email: garyb@statspeople.com.
Compliance Laws means all applicable laws, regulations, codes of practice, and professional standards in force from time to time in the United Kingdom.
Data Protection Laws means all applicable data protection and privacy legislation in force from time to time in the United Kingdom, including without limitation the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any successor or related legislation.
Fees means the fees payable by the Client for the provision of the Services as set out in the Proposal.
In-put Material means all documents, information and materials provided by the Client relating to the Services including (without limitation) computer programs, data, reports and specifications.
Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software including source code, database rights, typographic rights, moral rights, rights in undisclosed or confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
MRS Code means the Code of Conduct and associated regulations and guidance issued by the Market Research Society, as amended, supplemented or replaced from time to time.
Personal Data, Data Controller, Data Processor and processing have the meanings given to them in the Data Protection Laws.
Pre-existing Materials means all documents (which shall include any drawing, design, picture or other image, tape, disk or other device or record embodying or recording information in any form and any media) information and materials provided by the Company relating to the Services, which existed prior to the commencement of the provision of the Services including computer programs, data, reports and specifications.
Proposal means the proposal issued by the Company detailing the Services to be provided to the Client.
Services means the services to be provided by the Company as more particularly detailed in the Proposal.
1.2 A reference to writing or written includes faxes and e-mail.
1.3 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. Compliance with Laws and Professional Standards
2.1 The Company shall perform the Services in accordance with all applicable Compliance Laws.
2.2 Without limitation to clause 2.1, the Company shall carry out the Services in accordance with the MRS Code, including all requirements relating to transparency, participant consent, confidentiality, and responsible research practice.
3. Services
3.1 The Company shall provide the Services to the Client in accordance with the Proposal and these Conditions.
4. Client Obligations
4.1 The Client shall provide the Company with all In-put Material and information reasonably required for the performance of the Services and warrants that such material is accurate and lawful.
5. Fees and Payment
5.1 The Client shall pay the Fees in accordance with the Proposal.
6. Intellectual Property
6.1 All Intellectual Property Rights in the Pre-existing Materials shall remain the property of the Company or its licensors.
6.2 Subject to payment of the Fees, the Client is granted a non-exclusive licence to use the deliverables solely for its internal business purposes, unless otherwise agreed in writing.
7. Data Protection
7.1 Both parties shall comply with all applicable Data Protection Laws in relation to the Services.
7.2 Where, in connection with the Services, the Company processes Personal Data on behalf of the Client, the Client shall be the Data Controller and the Company shall be the Data Processor, unless otherwise agreed in writing.
7.3 The Company shall:
- process Personal Data only on the documented instructions of the Client unless required by law;
- implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction or damage;
- ensure that persons authorised to process Personal Data are subject to appropriate confidentiality obligations;
- not engage sub-processors without ensuring appropriate contractual safeguards are in place;
- notify the Client without undue delay upon becoming aware of a Personal Data breach relating to the Services;
- assist the Client, where reasonably required, in complying with its obligations under Data Protection Laws.
7.4 The Client warrants that it has all necessary lawful bases, notices, and consents required under Data Protection Laws to provide Personal Data to the Company for the purposes of the Services.
8. Confidentiality
8.1 Each party shall keep confidential all information of a confidential nature received from the other party in connection with the Services and shall not disclose such information except as required by law or permitted under these Conditions.
9. Limitation of Liability
9.1 Nothing in these Conditions shall limit or exclude liability for death or personal injury caused by negligence, fraud, or any other liability which cannot be excluded under English law.
10. Termination
10.1 Either party may terminate the Services in accordance with the terms set out in the Proposal or by written notice where the other party commits a material breach.
11. General
11.1 These Conditions constitute the entire agreement between the parties.
11.2 These Conditions shall be governed by and construed in accordance with the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.