Dods Research and Reports
In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business;
Client Background IPR: means any Intellectual Property Rights owned or licensed to the Client, prior to them entering into the Contact;
Commencement Date: has the meaning set out in clause 2.2;
Conditions: these terms and conditions as amended from time to time in accordance with clause 14.7;
Contract: the contract between Dods and the Client for the supply of the Products, as detailed in a fully executed Order Form which incorporates these Terms and Conditions;
Client: the entity who purchases the Products from Dods, as described in the Order Form;
Deliverables: any items identified as deliverables within an accepted Order Form;
Dods: shall mean Dods Parliamentary Communications Limited trading as Dods Research Services or Civil Service World Research Services. Dods Parliamentary Communications Limited is registered in England and Wales with company number 01262354 and registered office at 11th Floor, The Shard, 32 London Bridge Street, London, SE1 9SG;
Dods Background IPR: means any Intellectual Property Rights owned or licensed to Dods, prior to them entering into the Contract;
Electronic Market Reports or EMR: EMRs are "off the shelf" products which are produced by Dods for general client use on an "as is" basis. Use and reliance on the EMRs shall be subject to these Conditions (including clause 10);
Force Majeure Event: has the meaning given to it in clause 13;
Intellectual Property Rights: 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, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in 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;
Order: the Client's order for the supply of Products, as set out in the Order Form;
Order Form: the form, detailing the Products requested by the Client and setting out, amongst other matters a proposed Commencement Date, Product Specification and any proposed delivery milestones;
Products: the products, being the Research Project and/or EMRs (or any part of them including, but not limited to, any Deliverables), as set out in the Order Form;
Products Specification: any specification for the Products, set out in the Order Form and confirmed by Dods;
Proposal; the documentation supplied by Dods setting out the proposed scope and costs for a specific or individual Research Project;
Research Project: Research Projects are a bespoke product and service and the Parties shall agree, prior to the Contract being entered into, the Client's requirements in relation to the Research Product.; and
Stimulus Materials: any written, printed and/or electronic information used as part of the study and/or fieldwork carried out in the course of a Research Project.
In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 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; and
1.2.5 a reference to writing or written includes faxes.
2 BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Client to purchase the Products in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted by Dods when, having received a signed version of the Order Form from the Client, Dods countersign the Order Form. At that point and on that date the Contract shall come into existence ("Commencement Date").
2.3 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on the Proposal or any other statement, promise, representation, assurance or warranty made or given by or on behalf of Dods which is not set out in the Contract.
2.4 Any samples, descriptive matter or advertising issued by Dods and any descriptions of the Products contained in Dods' website, catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.
2.5 These 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 trade, custom, practice or course of dealing.
2.6 Any Proposal or other quotation given by Dods shall not constitute an offer, and any such quotation is only valid for a period of 30 Business Days from its date of issue.
2.7 Dods reserves the right not to enter into a Contract with any person resident and/or incorporated outside of the European Union.
2.8 Each party warrants that it has all requisite powers and authority to enter into the Contract.
3 RESEARCH PROJECTS
3.1 The Client may order Research Projects from Dods in accordance with these Conditions.
3.2 The Client shall ensure that the Order Form details the exact Product Specification as relevant to the Research Project as well as any other relevant information that shall be required by Dods in order to provide the Research Product.
3.3 The Client agrees and understands that by entering into the Contract for the provision of a Research Project they are ordering a bespoke product and service from Dods. Reliance on and use of the data created in a Research Project, and any applicable Deliverables, shall be subject to these Conditions (including clause 10).
3.4 Dods will keep all key documents that they generate in the course of providing the Research Project, including electronic copies of the research proposal, sample details, recruitment questionnaire and debrief documentation for twelve months from delivery of the Research Project after which they will be destroyed securely. Audio/video recordings and any paper, products and materials relating to the Research Project will be destroyed securely after six months. (Clause 3.4 does not apply to the provision of EMRs).
3.5 Any changes or additions to the Research Project or the relevant Product Specification must be agreed in writing by Dods and may be subject to increased costs.
3.6 Dods shall undertake the provision of all Research Projects and associated Deliverables (if applicable) with reasonable care and skill.
4 ELECTRONIC MARKET REPORTS
4.1 Should the Client order an EMR then by entering into the Contract the Client is confirming that they understand and agree that EMRs are not tailored to individual clients or their needs.
4.2 The Client shall be permitted to allow access to EMRs to Authorised Users only. Authorised Users shall mean either a maximum of three employees of the Client or any employee of the Client who has been confirmed, in writing by Dods, as being granted access to the EMR.
4.3 Authorised Users are only permitted to make use of the EMR, to:
4.3.1 save the EMR to the hard disk of a work based computer;
4.3.2 make one print out of the complete EMR for personal business-related use only;
4.3.3 print out no more than 25% of the EMR for business use only; and
4.3.4 include information from the EMR in presentations and internal documents, provided the material acknowledges Dods as being the copyright owner.
4.4 Save as provided in clause 4.3, Authorised Users are not permitted to use the EMR (or the content of an EMR) for any other purposes, including but not limited to :
4.4.1 email or otherwise transfer or pass on electronically or in print form the EMR to another person who is not authorised to use it;
4.4.2 store the EMR on a hard disk of a computer which can be accessed by any person not authorised to use it;
4.4.3 copy the EMR to a compact disc, DVD, floppy disk or other removable storage medium, other than for temporary personal use (e.g. transferring it from a PC to laptop);
4.4.4 publish the EMR or sections of the EMR on a company intranet, the world wide web or any other electronic publishing system;
4.4.5 modify or re-work the EMR in any way;
4.4.6 distribute, lease, rent, sub-license, charge for or sell the EMR; and/or
4.4.7 print out more that one complete copy of the EMR or copy the complete print out.
4.5 Any changes or additions to the EMR or the relevant Product Specification must be agreed in writing by Dods.
5 DELIVERY OF THE PRODUCTS
5.1 If a Product is cancelled by the Client at any time after the Commencement Date, but prior to delivery of the Product, the Client shall be liable for all contracted fees and any and all direct and indirect expenses and costs as incurred by Dods, its officers, agents or employees and any loss of earnings or any other related losses whatsoever.
5.2 Dods shall endeavour to meet any deadlines and any delivery milestones identified in the Order Form but any such dates shall be guidelines only and time shall not be of the essence for the provision of the Products. For the avoidance of doubt, Dods shall not be liable for any delays caused by any third party.
5.3 A delivery charge of £30 shall be payable on any hardcopy Product that requires posting outside of the United Kingdom.
5.4 Title to the Products shall pass to the Client when they are delivered to the Client's appointed addresses or, if the Client fails to take delivery, when Dods tendered delivery.
6 CLIENT'S OBLIGATIONS
6.1 It is the Client's obligation to ensure that:
6.1.1 all information set out in the Order Form is accurate and complete;
6.1.2 they co-operate where necessary with Dods in relation to the provision of the Products (including, but not limited to, providing such information as Dods may from time to time reasonably request);
6.1.3 they provide Dods, at their own expense, with all agreed information, documents, data and other materials that are required by Dods in order to supply the Products to the Client and to ensure that such information and/or materials are accurate in all material respects and provided in sufficient time for Dods to meet any proposed deadlines; and
6.1.4 they will be responsible for ensuring that any product samples or Stimulus Material that they supply to Dods, for use in the provision of the Products, are insured against accidental loss or damage, until the date of their disposal or return to the Client in accordance with these Conditions. Dods may dispose of all materials supplied by the Client after six months following completion of a project, unless the Client requests their return in writing. Such return shall be at the Client's expense.
6.2 If Dods is unable to provide the Products to the Client due to any act or omission by the Client or failure by the Client to perform any relevant obligation ("Client Default") then:
6.2.1 Dods shall be entitled, without limiting its other rights or remedies, to suspend all work relating to the provision of the Products until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Dods' performance of its obligations;
6.2.2 Dods shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Dods' failure or delay to perform any of its obligations pursuant to this clause 6.2; and
6.2.3 the Client shall reimburse Dods on written demand for any costs or losses sustained or incurred by Dods arising directly or indirectly from the Client's Default.
7 FEES AND INVOICING
7.1 The fees for the Products shall be the fees as set out in the Order Form and are non-refundable. The fees exclude VAT, which will be charged as applicable. Any local import charges and/or taxes relating to the delivery of Products shall be borne by the Client.
7.2 Payment of invoices shall be due within 14 days of the invoice date and in full and cleared funds to the bank account nominated in writing by Dods.
7.3 If the Client fails to pay any sum when due, the Company shall be entitled to charge interest on the amount due at the rate of 8% per annum above the then prevailing Bank of England base and/or suspend operation of any part of the Services until payment is received in full.
7.4 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Dods may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Dods to the Client.
7.5 All payments must be in sterling unless agreed in writing by Dods, prior to payment. Any non-sterling payments may be subject to an administrative charge.
7.6 Dods shall be entitled to charge for any additional presentation and/or production of additional documentation, including tabulations, which the Client may request. Any such charges that are due under this clause 7.6 shall be charged at a rate of £250 (+ VAT) per hour.
7.7 Any Stimulus Material, or copies of Stimulus Material, provided by Dods to the Client shall be charged at cost plus 10%.
7.8 Dods reserves the right to increase the fees and/or adjust the date of completion of a Product in the event of:
7.8.1 any factor beyond the control of Dods (including but not limited to foreign exchange fluctuations, increases in taxes and duties);
7.8.2 any request by the Client to change the delivery date(s), quantities, types of Products ordered, objectives, requirements or research approach of the Products or any other assumption on which Dods' fee quote was made; or
7.8.3 any delay caused by any instructions of the Client in respect of the Products or failure of the Client to give Dods adequate or accurate information or instructions in respect of the Products.
7.9 Should the Contract require any foreign fieldwork and/or other foreign costs, Dods shall provide a fees quote based on the exchange rates prevailing between sterling and the currency of the applicable country on the date the fees are quoted. Dods reserves the right to adjust the final fee in line with any rate fluctuations that may occur during the course of the Contract. Any rates shall be in line with the rates set out in the Smart Currency Exchange.
8 INTELLECTUAL PROPERTY
8.1 Except as otherwise expressly mentioned in these Conditions, all Intellectual Property Rights (including Dods Background IP) in or arising out of or in connection with the Products shall be owned exclusively by Dods. This applies, without limitation, to any Proposal, accompanying documentation or any other materials provided or produced by Dods.
8.2 Any Client Background IPR that is provided by the Client to Dods, in writing, for use in connection with the Products, shall remain the property of the Client. The Client shall grant Dods a non-exclusive licence to use any Client Background IPR for the purpose of the Contract.
8.3 Dods shall grant the Client a perpetual, non-transferable, non-exclusive, right and licence to use the Products in the ordinary course of their business, in accordance with and subject to these Conditions. To the extent that any Intellectual Property Rights are the property of a third party the Client acknowledges that that use of such third party Intellectual Property shall be subject to Dods obtaining the relevant assignment or licence from the relevant third party on such terms as to licence the rights to the Client.
8.4 The findings from Dods' research, as contained in the Products, may only be published, distributed, used or quoted elsewhere, with Dods' prior written approval and provided that the Products, findings and work are attributed to Dods.
8.5 No part of any Product may be reproduced, stored in a retrieval system or transmitted in any form or by any means without the prior written consent of Dods.
8.6 The Client warrants that any materials it provides to Dods, for use in the performance of this Contract, shall not infringe any third party's Intellectual Property Rights.
8.7 The Client shall fully indemnify Dods for any liabilities, costs, expenses, damages and losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) Dods may incur, or potentially incur, due to the Client's breach of Clause 8.6. This clause 8.7 shall survive termination of the Contract.
9.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
9.2 Dods may, in the course of provision of the Products, gain information from respondents. Any such information, data and/or records shall be confidential to Dods and shall not be passed to the Client or any third party.
9.3 This clause 9 shall survive termination of the Contract.
10 LIMITATION OF LIABILITY
10.1 Nothing in these Conditions shall limit or exclude Dods' liability for:
10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
10.1.2 fraud or fraudulent misrepresentation; or
10.1.3 any other act or omission, liability for which may not be limited under law.
10.2 Subject to clause 10.1:
10.2.1 Dods shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract;
10.2.2 Dods shall not be liable to the Client for any indirect loss and/or damages that the Client incurs, or may potentially incur, due to the Client relying on and/or acting on the information, research and/or data contained within the Product;
10.2.3 Dods will not be liable for any claim, demand, action, loss, liability damage, cost, charge or expense (including reasonable professional advisors and legal costs and disbursements) arising out of the Client's use of the Products for a purpose other than the purpose set out in the Order Form or any other purpose agreed between the parties in writing; and
10.2.4 Dods total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the fees paid or payable under the terms of the Contract.
10.3 The Client shall have five (5) Business Days after delivery of the Products to notify Dods of any defects in the Products. Such notice should be made in writing to Dods' registered office.
10.4 No liability for any claim for missing items such as inserts, book sleeves, CD covers, etc shall be accepted unless the Client notifies Dods in writing within 48 hours of delivery.
10.5 No liability for any claim will be accepted in the case of Products differing in quantity or description from those set out in the Order and/or any delivery note unless the Client notifies Dods in writing within 48 hours of delivery.
10.6 Each party recognises that the internet is inherently insecure and that data can be corrupted, communications are not always delivered promptly (or at all) and that other methods of communication may be appropriate. Electronic communications are prone to contamination by viruses. Each party will be responsible for protecting its own systems and interests and neither party will be responsible to the other on any basis (contract, tort or otherwise) for any loss, damage or omission in anyway arising from the use of electronic data (including email) as a form of communication.
10.7 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. Additionally, any other terms of statute that may be implied into these Conditions and the Contract are also excluded.
10.8 This clause 10 shall survive termination of the Contract.
11.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
11.1.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
11.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
11.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
11.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
11.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order;
11.1.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
11.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
11.1.8 the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
11.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
11.1.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1.2 to clause 11.1.9 (inclusive);
11.1.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
11.1.12 the Client's financial position deteriorates to such an extent that in Dods' opinion the Client's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.2 Without limiting its other rights or remedies, Dods may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment.
11.3 Without limiting its other rights or remedies, Dods may suspend all further deliveries of Products under the Contract or any other contract between the Client and Dods if:
11.3.1 the Client fails to pay any amount due under this Contract on the due date for payment;
11.3.2 the Client becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.12; or
11.3.3 Dods reasonably believes that the Client is about to become subject to any of them.
12 CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason the Client shall be liable to pay all the fees and any direct or indirect expenses or costs incurred by Dods, its officers, employees or agents and any loss of earnings whatsoever, where such expenses or costs have been incurred in the performance of the Contract.
13 FORCE MAJEURE
13.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Dods including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Dods or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
13.2 Dods shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
13.3 If the Force Majeure Event prevents Dods from providing any of the Products for more than 2 weeks, Dods shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
14.1Assignment and other dealings
14.1.1 Dods may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
14.1.2 The Client shall not, without the prior written consent of Dods, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
14.2.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier or fax.
14.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax, one Business Day after transmission.
14.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14.3.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
14.3.2 If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.5 No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
14.6 Third parties
A person who is not a party to the Contract shall not have any rights to enforce its terms.
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by Dods.
14.8 Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).