CENSUSWIDE LIMITED – STANDARD TERMS AND CONDITIONS OF SUPPLY (“TERMS AND CONDITIONS”)

1. Interpretation and definitions

a) In these Conditions:
The “Provider” means Censuswide Limited in the United Kingdom – registered number 07924059. The Provider’s registered office address is 12-14 Berry Street, London, EC1V 0AU.
The “Client” means the customer receiving the Services as referred to either at the bottom of this document, on the reverse side of this invoice.
“Authorised Client Representative” means the authorised individual of the Client as set out in the Brief.
“Authorised Provider Representative” means the authorised individual of the Provider as set out in the Brief.
“Brief” the document setting out the description or specification of the Services provided by the Provider to the Client and the associated fees for such Services.
“Client Materials” means all documents, information, items and materials in any form (whether owned by the Client or a third party) required by the Provider in connection with the Services.
“Deliverables” means all deliverables set out in the Brief.
“Services” means all items which are the subject of the Client’s Order which are to be supplied to the Client by the Provider under these Terms and Conditions.
“Contract” means the Brief, any Order and these Terms and Conditions.
“Order” means the order submitted by the Client for the supply of the Services.
“Term” means the term of this Contract as set out in the Brief.
“Written” includes e-mail and comparable means of communication.

b) Any reference in these Terms and Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

c) The headings in these Terms and Conditions are for convenience only and shall not effect their interpretation.

d) The placing of an Order expresses acceptance of these Terms and Conditions. The following conditions apply to and are deemed to be incorporated in any contractual dealings between the Provider and the Client unless otherwise explicitly agreed in writing. These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2. Basis of the Contract

a) The Provider shall provide, and the Client shall purchase, the Services in accordance with the Contract.

b) No variation to the terms of the Contract (including these Terms and Conditions) shall be binding unless agreed in written form and signed between the Authorised Provider Representative and the Authorised Client Representative.

c) Any advice or recommendation given by the Provider or its employees or agents to the Client or its employees or agents as to the application or use of the services which is not confirmed in written form by the provider is followed or acted upon entirely at the client’s own risk, and accordingly the provider shall not be liable for any such advice or recommendation which is not so confirmed.

3. Quotation

Unless otherwise stated a quotation is valid for a period not exceeding 30 days from the date of its issue.

4. Acceptance

4.1 The Client’s acceptance of a quotation and/or a Brief must be accompanied by sufficient information to enable the Company to proceed with the order and any modifications must be agreed in writing. If a special quotation is used then reference to that must be made. All oral orders and/or acceptance of a quotation and/or Brief by the Client should be confirmed in writing. All communications relating to orders should specify the number and date of the original order together with a description of the service.

4.2 Any quotation and/or Brief shall only deemed to be accepted when the Provider issues written acceptance of the same and on which date the Contract shall come into existence.

5. The Client’s obligations

5.1 The Client shall:

(a) co-operate with the Provider in all matters relating to the Services and provide instructions when specifically requested by the Provider;

(b) provide the Client Materials to the Provider in a timely manner;

(c) give the Provider clear briefings and ensure that all the facts given about the Client’s products and services offering are accurate and shall ensure that its other suppliers and agencies act in willing co-operation with the Provider;

(d) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Provider to provide the Services, including in relation to the use of any and all Client Materials.

5.2 The Client warrants that the Client Materials are accurate and complete in all respects.

5.3 If the Provider’s performance of its obligations under this Contract is prevented or delayed by any act or omission by the Client, the Client’s agents, subcontractors, consultants or employees, then, without prejudice to any other rights or remedy it may have, the Provider shall be allowed an extension of time to perform it obligations equal to the delay caused by the Client.

6. Approvals and Authority

6.1 For the purposes of this Contract, any reference to “approval” to be given by the Client shall mean the Client giving approval by one of the following methods:

(a) the Client issuing a purchase order bearing the signature of an Authorised Client Representative;

(b) email from the business email address of any personnel, employee or individual of the Client; or

(c) the signature of an Authorised Client Representative on the Provider’s documentation.

6.2 For the purposes of this Contract, any reference to “approval” to be given by the Provider shall mean the Provider giving approval by one of the following methods:

(a) email from the individual business email address of an Authorised Provider Representative; or

(b) the signature of an Authorised Provider Representative on the Client’s documentation.

6.3 Where a party is asked to give approval under or in connection with this Contract, such approval shall not be unreasonably withheld or delayed.

6.4 The Provider will seek the Client’s prior approval of:

(a) any estimates or quotations for any third party costs to be paid by the Client; and

(b) any creative treatments, including scripts, storyboards, copy, layouts, design, artwork, proposed marketing activity, and the Client’s approval of such estimates and creative treatments will be the Provider’s authority to enter into contracts with relevant third parties and to prepare draft Deliverables.

6.5 The Provider will seek the Client’s prior approval of any draft Deliverables and such approval will be the Provider’s authority to proceed with the use of the relevant Deliverables.

6.6 In the event of delay or any failure of the Authorised Client Representative giving approvals (or disapprovals) requested under or in connection with this Contract, the Provider will not be liable for any resulting delays or adverse impact caused to the delivery of the Services.

7. Terms of payment

7.1 Subject to any special terms agreed in written form between the Client and Provider, the Provider shall be entitled to invoice the Client for the price of the Services before on or at any time after delivery of the Services.

7.2 Where no other terms have been specified the Company’s terms of payment regarding established credit accounts are net cash payable in full within 30 days of date of the date of invoice (50% upfront for new clients).

7.3 If the Client fails to make payment in full on the due date then, without prejudice to any other right or remedy available to the Provider, the Provider shall be entitled to:

(i) suspend any further Services to the Client;

(ii) the immediate payment of all payments outstanding in respect of the Services and of any other Services, goods or work under any other contract notwithstanding the fact that the date for payment may not have fallen due;

(iii) appropriate any payment made by the Client to such of the Services (or Services supplied under any other contract between the Client and Provider) as the Client may think fit (notwithstanding any purported appropriation by the Client);

(iv) charge the Client interest (both before and after any judgement) on the amount unpaid, at the rate 4% per month above Bank of England’s base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest); and

(v) charge the Client the cost of recovery of any unpaid amount including any legal costs, disbursements and bank charges incurred.

8. Client data

a) The Provider’s market research software platform is delivered through a company called Forsta who also host the application on the Company’s behalf. The standards adhered to are designed to meet data protection legislation and the German BSI Grundschutzstandard defined by the Federal Provider for Security in Information Technology.

b) When dealing with third party client lists, the Provider is fully registered with and compliant under the UK data protection laws.

c) The Provider never passes on contact details unless a user specifically signs up to receive services or information. However, we don’t offer this to any third party mailings.

d) The Provider’s Privacy Policy for market research respondents is available on the Provider’s website and can be provided upon request.

e) The Provider will never use a Client’s contact list for any other purpose or campaign other than what it was intended for. Any use of a Client’s data must have written consent prior to use and for any subsequent amends or usage.

f) The Provider will keep hold of a Client supplied (client) list for a period of 3 months in case of any queries so that the Company can reference against it and forward on to the Client. After that point it is deleted from the Provider’s system.

g) The Provider adheres to market research society guidelines in accordance with the MRS Code of Conduct. Full details of this can be seen on the MRS website – www.mrs.org.uk.

9. Intellectual property

9.1 Upon payment to the Provider of all fees due under this Contract in full and cleared funds, the Provider assigns to the Client absolutely with full title guarantee all intellectual property rights, including trademarks, design rights, get-up, copyright, moral rights and any other registered and unregistered rights (IPR) specifically created in the Deliverables throughout the world in all existing and future media and materials.

9.2 The Provider recognises that the Client has the unlimited right to edit, copy, alter, add to, take from, adapt and translate all or any of the Deliverables after delivery by the Provider and irrevocably and unconditionally waives the benefits of any provision of law relating to so-called “moral rights” (including without limitation any rights of the Producer under section 77 to section 85 inclusive of the Copyright, Designs and Patents Act and any similar successor provision of law) and any similar laws of any jurisdiction in relation to the Deliverables.

9.3 The Provider acknowledges that all IPR in the Client Materials shall remain the Client’s property. The Client grants the Provider a non-exclusive, irrevocable, perpetual and royalty-free licence to use such IPR for performing the Retainer Services.

9.4 Notwithstanding the above clause 9.1 and 9.2, the Client shall not acquire any right, title or interest in or to any and all IPRs that are owned by or licensed to the Provider and which are or have been developed independently of this Contract (whether prior to the date of this Contract or otherwise) (Provider IPR). The Provider hereby grants to the Client a non-exclusive, revocable, perpetual and royalty-free licence to use the Provider IPR for the purposes of receiving the Services.

9.5 The Provider warrants that, as far as it is aware, the IPR (including Provider IPR and IPR in the Deliverables) provided by it under this Contract does not infringe the rights of any third party.

9.6 The Client warrants that any Client Materials provided by the Client and subsequently used by the Provider for the Services will not infringe the rights of any third party, including any IPR.

9.7 The Client shall indemnify the Provider in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit and loss of reputation) and all other reasonable costs and expenses suffered or incurred by the Provider arising out of or in connection with any claim brought against the Provider for actual or alleged infringement of a third party’s IPR arising out of or in connection with the use of the Client Materials for the Services.

9.8 Notwithstanding clause 9.1, the Provider shall be able, during and after the Term, to use the Deliverables which have been broadcasted, published, distributed, or otherwise made available to the public, and the Client’s business name and logo for the purposes of marketing and promoting its work and its business including on the Provider’s website and other online platforms including social media platforms, in credential pitches and in its showreel. Any other use shall be subject to the Client’s prior approval.

10. Confidentiality

Each party agrees that it shall not at any time during this Contract disclose the other party’s confidential information, other than to such persons on a “need to know” basis in connection with the performance of obligations under this Contract. Both parties undertake to ensure that such confidential information received by it shall be protected and secured in accordance with business industry practices.

11. Termination

11.1 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of this Contract which is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 21 days after being notified in writing to do so. For clarity the Client’s failure to pay any amount under the Contract on the due date for payment shall be deemed a material breach;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

11.2 If this Contract is terminated pursuant to this clause 11, the Client shall immediately pay to the Provider all of the Provider’s outstanding unpaid invoices and in relation to Services that have been provided for which no invoice has been submitted, the Provider may submit an invoice which shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

12. Force Majeure

12.1 Neither party shall not be liable for any failure or delay in performing the Contract due to any circumstances beyond its reasonable control including but not limited to inability to secure labour materials supplies or transport, scarcity of fuel power or components, breakdowns in machinery, fire, storm, flood, Act of God, war, civil disturbance, strikes, riots, lock-outs and industrial action in whatever forms (Force Majeure Event). The time for performance shall be extended accordingly.

12.2 If the Force Majeure Event prevents or delays a party from performing its obligations for a continuous period of more than 8 weeks, the party not affected by the Force Majeure Event may terminate this Contract by giving 2 weeks’ written notice to the affected party.

13. General

13.1 Any notice required or permitted to be given to either party by the other under this Contract shall be in written form and shall be:

(a) delivered by hand or by pre-paid first class or other next working day delivery service addressed to that other party at its registered office or principal place of business ; or

(b) sent by email to the email address specified by either party in writing.

13.2 Any notice shall be deemed to have been received:

(a) If delivered by hand, at the time the notice is left at the proper address;

(b) If sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second business day after posting; or

(c) If sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 13.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

13.3 No waiver by the Provider of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

13.4 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

13.5 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.6 The Provider reserves the right to vary these Terms and Conditions from time to time by giving the Client at least 14 days’ notice in writing. The Client may terminate the Contract on written notice provided it is able to evidence to the Provider that such variation will have a material adverse effect on the performance and provision of the Services.

14. Dispute resolution

If any dispute arises in connection with this Contract, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (ADR notice) to the other party to the dispute, referring the dispute to mediation. Unless otherwise agreed, the mediation will start no later than 28 days after the date of the ADR notice. Should mediation fail to resolve the dispute within 60 days of commencing the mediation, either party may pursue such dispute or claim through court proceedings.

15. Governing Law

This Contract shall be subject to and construed under English law. The Contract and any non-contractual disputes, claims or other matters relating to them shall be governed by and determined in accordance with the law of England and Wales.

16. Jurisdiction

Subject to clause 15, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of in connection with this Contract.