Terms & Conditions of supply of service

We agree to provide services on the terms set out below. Your continued instructions by phone, email 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 & 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. In all other cases, unless stated otherwise in our Project Proposal or agreed to in writing, we will invoice 50% upon commission and 50% upon completion. 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. Commencement of contract- Projects should start with a formal acceptance of River’s offer.  In the absence of a formal commissioning instruction, a client request for River Research to undertake activities either outlined within our proposed offer, or required to fulfil our proposed offer, that involves either executive time being spent or costs being incurred, will be regarded as an instruction to begin work and the commencement of a contractual relationship – should we accept and undertake the activity.

3. Cancellation – (a)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.

(b)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.

(c) 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.

(d) Without prejudice to clause 3a above, in the event of a project fee not having been agreed or finalised at the time of cancellation but work having been undertaken, River will be entitled to charge for all time (in days) incurred on the project based on a day rate for services of £1,000 (plus vat), as well as out of pocket expenses incurred in the delivery of the services plus a handling fee of 15% of such cost incurred.

4. 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.

5. Liability – We shall not be liable to you for any event beyond our reasonable control, including but not limited to:

  1. Any ‘Act of God’, or extreme weather, or terrorist activity, or health warnings / epidemics leading to the delay, disruption, postponement or cancellation of any part of a project, or the project as a whole
  2. Any failure of client personnel or partners to attend research activities at the agreed and scheduled time or location
  3. Any failure or defective working of audio or visual equipment or internet service provision or for the consequences of it
  4. 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.

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.

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

8. 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.

9. 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.

10. General. If there is an inconsistency between these general terms and conditions and the Project Proposal, these terms and conditions shall prevail. Amendments to this agreement shall only be valid if made in writing and signed by both parties. If any provision of this Agreement is found invalid or unenforceable the remainder shall, nevertheless remain in full force and effect. Termination of this Agreement shall not affect any of the rights and liabilities of either party accrued at that date and nor shall it affect the continuation of any obligations expressed or intended to continue after termination. It is not intended that anybody other than you and us may benefit from this agreement because of the Contracts (Rights of Third Parties) Act 1999. Headings are for convenience only and will not affect interpretation of this agreement. You may not assign this agreement without our consent.