TERMS AND CONDITIONS
01 // General
A. The pricing and timing estimates provided in this quote are based on the project scope, survey materials, information and project details provided by you to Linx Research and Strategy Ltd (LINX) as of the date of this quote. All pricing and timing estimates may be subject to change based on the final project specifications and/or final survey materials submitted. In addition, any changes during fielding including but not limited to actual incidence, length of interview, drop rates that exceed expected rates, modifications to quotas and modifications to deliverables timelines may result in pricing and timing changes.
02 // TRANSLATION
A. Industry best practice is to translate the questionnaire into the local language of the participants. LINX's translation prices are estimates for translation of the questionnaire only (translation of respondent answers is not included unless otherwise specified). Actual translation prices will be calculated based on the final word count and other factors. In the event Client elects not to translate the survey instrument into local language, Client agrees and acknowledges that LINX shall have no liability to Client for the survey response data quality, and Client shall be obligated to make full payment to LINX for all completes in connection with such survey.
03 // CHANGE FEES & SCHEDULES
A. CHANGE FEES: We understand your project schedules can change. With that in mind, LINX has a very simple reschedule policy: please give us 24 hours advance notice. We will undertake reasonable efforts to accommodate your requested re-schedule date providing we have available capacity. If not, we will offer you the first available opening. If you require a timeslot that is not available, we will shift resources to accommodate your timeline. There may be an additional charge for this request. If a previously confirmed project is canceled or rescheduled on the day of the project, a fee may be assessed based upon the amount of scheduled resources for that day and/or work previously completed.
B. LONG TERMINATES. LINX may in its discretion assess an additional fee for long terminates. LINX may charge the greater of the following: 50% of the per complete charge if the respondent terminates or screens out 5 minutes or later into the interview or 100% of the per complete charge if the respondent terminates or screens out halfway or more through the quoted length of the interview.
C. Fee estimates provided in advance to the client will not be exceeded without the prior knowledge and approval of the client. Unless expressly stated in the Proposal / Quotation, LINX's fee rates do not include expenses that are necessarily incurred in the provision of the service, such expenses being charged separately to the client. Chargeable expenses include travel, parking, telecommunications, secretarial, printing, computer, accommodations, and incidental costs.
04 // MISCELLANEOUS
A. Any requests for collection of personal data from respondents, including but not limited to re-contact requests and on-sight usage tests, are conditioned upon entering into a respondent identifiable information agreement with LINX.
B. CLIENT OBLIGATIONS. Client agrees that it shall comply with all applicable laws and regulations in connection with the project that is the subject of the quote. In addition, in the event Client or its agent is programming or hosting the survey, Client agrees as follows: (i) Client-provided survey links shall permit eligible respondents to complete the correct survey; (ii) to provide stable servers with adequate capacity; interactive interviewing system capable of linking provided panelists ID database to questionnaire and back to LINX URL; and graphic interface compatible with LINX (JPG background provided); and (iii) no Client or Client-agent hosted survey content contain any viruses, malware or suspicious scripts (collectively "Malware"). If LINX believes there is any actual or suspected Malware, LINX has the right to suspend the project until the issues are resolved.
C. CLIENT INDEMNITY. Client shall indemnify, defend, and hold harmless LINX and its parents, subsidiaries, and affiliates and its and their respective members, managers, shareholders, directors, officers, employees and agents from and against any and all liability, losses, damages, claims, causes of action, awards, judgments, and fees and costs (including reasonable attorneys' fees and court costs) incurred by LINX, arising out of or related to: (i) Client's violation of applicable laws, codes, regulations, rules, and requirements; (ii) Client's negligent acts or omissions or willful misconduct and/or breach of its obligations set forth herein; and/or (iii) any product or service supplied or provided by or on behalf of Client to survey respondents for use or testing in connection with the project.
D. LIMITATION ON LIABILITY. Neither Party shall be liable to the other for any indirect, incidental, punitive, special or consequential damages (including, without limitation, lost profits) regardless of whether a Party is informed of the possibility the same may exist. Client hereby expressly excuses LINX from any claim or liability derived in whole or in part from: (i) Client's use of, interpretation of, and/or reliance on the survey data or responses provided by/to LINX, and (ii) actions, activities, or conduct of the survey respondents. Except for Client's indemnification obligation and violations of applicable laws, the total aggregate liability of each Party shall be limited to the amounts due from Client (which may include interest on past due amounts) in connection with the Statement of Work for which liability arose or indemnification is sought.
E. DISCLAIMER. Client acknowledges and agrees that LINX is providing the services on an "as is" basis. Except as specifically set forth herein, LINX hereby disclaims all warranties, express or implied with respect to the services and deliverables provided hereunder, if any, including, but not limited to, the implied warranties of non-infringement and any implied warranties arising out of a course of performance, dealing, or trade usage. To the extent LINX may not, as a matter of applicable law, disclaim any warranty, the scope and duration of such warranty shall be limited to the minimum permitted under such applicable law.
F. OWNERSHIP. Unless Client-provided sample is used, LINX shall own the panels, the panelists, the respondent communities, respondent identifiable data and any telephone sample provided by or licensed from LINX. In addition, LINX shall own the techniques, technology, methodologies, concepts, inventions, suggestions, creative ideas, plans, any questionnaires created by LINX, drawings, blueprints, computer software designs, models or systems, prototypes, research designs, methods of processing questioning, system of analysis, and computer programs provided and/or used by LINX in connection with this project shall remain the exclusive property of LINX and in no event shall Client obtain or receive any right, title, and/or license in and/or to any of the foregoing. In addition, tabulating cards, computer tapes, disks, and any other data record formats are and shall remain the property of LINX.
05 //TERMS OF ENGAGEMENT
On LINX's part:
LINX will not, without the prior written approval of the Client, disclose or permit to be disclosed to any third party other than employees, agents and contractors of LINX, confidential or sensitive information entrusted to LINX by, or on behalf of, the Client.
On the Client's part:
All oral and written proposals, information, advice and reports and all documents, papers, models, diagrams, programs and materials provided by LINX are confidential, and for the exclusive use and benefit of the Client. The Client shall not copy or disclose or permit copying or disclosure of the whole or any part thereof to any third party, other than employees, agents and contractors of the Client, in any way, without the prior written approval of LINX Proposal documents are returnable on demand.
On the part of both LINX and the Client:
All discussions, negotiations and terms and conditions of all contracts between LINX and the Client are also confidential. These shall not be disclosed nor shall disclosure be permitted, in whole or in part, by either LINX or the Client to any third party, other than its own employees, agents and contractors, without the prior written approval of the other party.
B. RESPONSIBILITIES OF THE PARTIES
LINX will work to the best of its ability towards meeting the Client's requirements in a timely and efficient manner. The assignment is confined to the work specified in LINX's proposal / quotation. Extensions to the scope of the assignment require the agreement of the Client and LINX Where the Client requires additional work to be performed, reasonable additional fees are payable by the Client to LINX.
Consulting work can experience unforeseen delays, and, to a degree, depends on factors outside LINX's control. If LINX is prevented from meeting its obligations due to causes beyond its control it will be entitled to a reasonable extension of time for performance of the work.
Use of Reports and Recommendations. The provision of consulting services by LINX will include a report stating findings, conclusions and recommendations. Such a report will be prepared by LINX for distribution or circulation to parties as agreed in the proposal / quotation. Accordingly, such reports may not be reproduced or used for any other purpose without LINX's written permission. LINX assumes no responsibility or liability for loss to the client or any other parties as a result of the circulation, publication or reproduction of the contents of such reports contrary to the provisions of this paragraph.
Where LINX provides advice or recommendations to the client, all decisions for the implementation of such advice or recommendations are the responsibility of the client. LINX shall have no liability to the client for any loss suffered which arises out of any action or inaction if, in good faith, it is determined that such course of conduct was in the best interests of the client and such course of conduct did not constitute negligence or misconduct. LINX shall be indemnified by the client against losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with an engagement.
Sources of Information. The advice, conclusions and recommendations of LINX may be based on information provided by the client or third parties. While every effort is made to ensure such information is credible, unless specifically stated, no form of independent verification or audit of such information is undertaken and LINX is not responsible for the accuracy of information supplied by the client or third parties. Furthermore, LINX reserves the right to amend its conclusions or recommendations in the light of any material omissions or misstatements that subsequently become known.
Qualified Personnel. LINX is responsible for the provision of qualified consultants and other personnel to carry out LINX's obligations under the contract and reserves the right to substitute staff on an engagement.
Management. In cases involving the appointment by the client of one of LINX's consultants to a temporary executive role, LINX's responsibility (including that of its consultant) is limited to the application of established management principles. The client acknowledges that the consultant, although experienced in such principles, is not necessarily experienced in the client's specific operations. In such circumstances, the consultant assumes no greater responsibility than that which would pertain to an employee of the client performing a similar role.
C. CLIENT COOPERATION. The success of consulting work requires the timely cooperation of the client, including in the:
Provision of staff to work with LINX
Availability of senior executives for consultation with LINX
Provision of information and data.
Decisions as required by the agreed program; and/or
Provision of reasonable working facilities for LINX
The client is responsible for such cooperation and recognizes that additional consulting fees and expenses may arise from failure or delay by the client to provide the required cooperation.
D. FEES AND PAYMENTS. All fees quoted are based on rates current at the time of quotation and are valid for 30 days from the date of the proposal. Thereafter, unless a firm contract has been entered into, LINX will give the client 30 days' notice of any increase in the rates of fees. Ordinarily, LINX's fee rates are reviewed every six months, with effect from July 1 and January 1.
Payment is due within thirty (30) days of the invoice date. All prices exclude tax and payment terms are net 30. Unless otherwise determined by local law, undisputed past due amounts will accrue interest at a rate of two percent (2%) per month. The Parties acknowledge and agree that the project information contained in this quote may change or be modified during the course of the project. The final invoice delivered shall reflect actual services provided and shall include all modifications and fees as set forth above.
E. STAFF. Work is undertaken on the understanding that neither LINX nor the client will offer or cause to be offered employment to the staff of the other during an assignment, without first receiving written consent from the other. LINX's consultants and associates will always remain under the guidance, direction and control of LINX during an assignment.
F. DISCLAIMER. The client acknowledges that LINX's work involves making judgments which may be affected by unforeseen future events including wars, economic disruption, dislocations, business cycle vicissitudes, industrial relations, labor difficulties, political action and other factors the effects of which are not capable of precise assessment and that in many cases LINX is required to make value judgments based on material compiled by government agencies, scientific organizations and others. It is, therefore, agreed by the parties hereto that, although LINX is required to employ or engage experienced and skilled personnel and apply sound business principles in carrying out its obligations, neither LINX nor any of the persons employed or engaged by it shall in any circumstances be liable for any loss or damage which may be sustained by the client or any other person as a result of the work of IE Market Research or any of such persons.
G. INTELLECTUAL PROPERTY. The client will be entitled to the copyright in all reports and other documents or electronic media produced by LINX in connection with work undertaken for the client. In performing services, LINX may use without limitation any of its property including hardware, software, LINX's proprietary products, confidential information, and trade secrets. Such property will remain the property of LINX, and the client shall acquire no right or interest in it. LINX will not distribute in any way, shape, or form results of contract research that would in any way harm the competitive position of its client.
H. TERMINATION. The client or LINX may terminate this Agreement for any reason, giving not less than 30 days' written notice. Fees and expenses due up to the termination date will be payable in full.
I. DISPUTE RESOLUTION. In the event of any dispute between the client and LINX that cannot be resolved by negotiation between them, both parties agree to submit the dispute to a mutually acceptable independent resolution mechanism.
J. ACTIONS. No action, regardless of form, arising under or relating to this Agreement may be brought by the client or LINX more than _____six (6) months____ after the cause of action has accrued.
The Terms of Engagement documented herein are the property of LINX, and may not be copied or used in whole or in part, for any reason, without the prior written consent of LINX Failure to recognize and adhere to this notice breaches international copyright law.
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