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Please carefully read the following terms and conditions before confirming your acceptance of these terms and conditions.
- Definitions
1.1 Acceptance means the written or oral acceptance by the Client of the Quotation.
1.2 Company means Pal Stats Limited registered with company number 10517147 with its registered office address at 46-54 High Street, Ingatestone, Essex CM4 9DW.
1.3 Contract means the agreement for the Services between the Company and the Client, which shall include these terms and conditions as amended from time to time.
1.4 Client means the customer in respect of the Services.
1.5 Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including, but not limited to, an act of God, a natural disaster, war, interruption or failure of supplies of power, equipment or telecommunications service or materials required for the performance of the Services.
1.6 Intellectual Property Rights means intellectual property rights, including copyright, patents, know-how, trade secrets, trademarks, service marks, trade names, design rights, registered designs, domain names, data, formulae, methods, processes, systems, rights in trade and business names and all similar rights whether registered or not and wherever existing.
1.7 Materials means the any data, documents or other information provided by the Client to the Company for the Services.
1.8 Quotation means a quotation by the Company to the Client for the Services.
1.9 Report means the data, comments, discussion, reports or similar material resulting from the Services.
1.10 Services means the services provided by the Company to the Client under the Contract.
- Application of these conditions
2.1. These terms and conditions apply to and form part of the Contract between the Company and the Client. They supersede any previously issued terms and conditions of purchase or supply.
2.2. The Client shall be deemed to have accepted these terms and conditions on Acceptance of the Quotation, on the commencement of the Services by the Company or on payment of monies on account by the Client for the Services or the Client raising a purchase order and sending this to the Company, whichever is sooner.
2.3. No terms or conditions endorsed on, delivered with, or contained in the Client’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Company otherwise agrees in writing. These terms and conditions take precedence over any variation in the Client’s terms and conditions. Any terms and conditions that the Client requests to apply to the Contract between the Company and the Client must first be provided to the Company in writing (in an electronic form) and will only apply with the Company’s prior written consent.
2.4. If the Company and the Client enter into the Company’s statement of work this shall be deemed to form part of the Contract. If there is any conflict between these terms and conditions and the provisions of the statement of work, the provisions of the statement of work shall prevail.
- The Services and Quotations
3.1 The Company agrees to provide the Client with the Services under the Contract.
3.2 Any work in respect of the Services shall commence after Acceptance by the Client of the latest Quotation.
3.3 Quotations are valid for a term of 30 days from the date they are issued. Quotations are invitations to treat only.
3.4 The Company reserves the right to revise the Quotation if, at any time, the Client requests that the Services are changed in any way from those included in the original Quotation or the commencement of the Services is delayed.
3.5 If a Quotation for the Services (excluding sample) is £5,000 or above then the Client shall pay 50% of the Quotation for the Services to the Company before the Services commence.
3.6 The Client shall ensure that all fees for the sample are paid in full to the Company before the Services commence.
3.7 If the Services commissioned by a Customer to be carried out by the Company include sample, coding, data entry, interview scripting or other similar services the Company will require the Quotation for these Services to be paid in full before the Company begins providing these Services.
3.8 If the Customer commissions the Company to carry out Services and the total value of the Services commissioned by the Customer to date exceed £5,000 then the Company shall invoice and the Customer shall pay 50% of the total value of the Services commissioned by the Customer to the Company before the Company provides such Services (whether or not such Services have been completed or not), including any Services carried out to date but not yet invoiced. If the Customer commissions the Company to carry out further Services then the Company shall invoice and the Customer shall pay 50% of the total value of the further Services commissioned by the Customer to the Company before the Company provides such further Services. For the avoidance of doubt this clause 3.8 shall apply to all Services commissioned by a Customer and not just in relation to a single project.
3.9 The Client acknowledges and accepts that any data, documents or other information provided by the Company to the Client or included in any Quotation shall remain the property of the Company and no licence or rights are granted in respect of these materials.
3.10 The Company reserves the right to instruct a sub-contractor to perform any part of the Services.
- Invoicing and payment terms
4.1 The Client agrees that it shall provide a purchase order (if any) to the Company as soon as reasonably practicable on the commencement of the Services by the Company and, for the avoidance of doubt, not on completion of the Services.
4.2 Subject to clause 3.8, an invoice for the Services will, unless otherwise agreed, be a final invoice which shall be issued with the delivery of the Report to the Client.
4.3 If the Services are contracted to be carried out in separate stages with interim Reports then interim invoices for such stages shall be issued with the delivery of any interim Reports to the Client.
4.4 The Client agrees to pay all invoices within 14 days of the invoice date.
4.5 If a Client disputes an invoice this must be raised with the Company within 10 days of the invoice date.
4.6 The Company reserves the right to suspend the Services if payment of any invoice is not received by the date for payment.
4.7 The Company reserves the right to retain a sum equal to the cost of any disbursements incurred by the Company during the provision of the Services.
4.8 If an invoice is not paid within 14 days of the invoice date the Company shall charge interest on any outstanding sums at a rate of 4% above the base rate of the Bank of England from time to time in force and interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after any judgement.
- The Company’s Obligations
5.1 The Company shall use reasonable endeavours to maintain the Standard Codes of Conduct adopted by both the Market Research Society and the Royal Statistical Society.
5.2 The Company agrees to carry out the Services and deliver any Reports within the specified time however the Client acknowledges and accepts that time is not of the essence.
5.3 The Company may subcontract part or parts of the Services to its subcontractors. The Company agrees that it shall ensure any work in respect of the Services by its subcontractors shall be of a similar standard to that of the Company and shall conform to the standards expected by the Market Research Society.
5.4 The Company shall use reasonable endeavours to ensure that any Reports are prepared with reasonable care and skill however the Company does not accept any liability for any losses, howsoever arising, from or in connection with the Client’s interpretation of such Reports.
- The Client’s Obligations
6.1 The Client agrees to provide any Materials required by the Company in order to provide the Services in a clear and concise manner.
6.2 The Client warrants that it has obtained any necessary consents or permissions in respect of any Materials it provides to the Company in accordance with its instructions for the Services.
6.3 The Client agrees to confirm any intermediate and final figures contained in any Reports before making use of such Reports.
- Indemnity
7.1 The Client shall indemnify, and keep indemnified, the Company from and against any losses, damages, liabilities, costs (including legal fees) and expenses incurred the Company as a result of or in connection with either the Client’s breach of the Contract.
7.2 The Client shall indemnify, and keep indemnified, the Company from and against all claims, actions, proceedings, losses, damages, expenses and costs, whether threatened, pending or actual, arising out of the Company’s use of the Materials supplied by the Client in respect of the Services.
- Intellectual Property Rights
8.1. All Intellectual Property Rights belonging to the Company shall remain the sole property of the Company and shall not be licenced or transferred as a result of the Contract.
8.2. The Client shall not use any Intellectual Property Rights belonging to the Company without the Company’s prior written consent.
- Limitation on liability
9.1. The extent of the parties’ liability under or in connection with the Contract shall be limited to the actual amount received by the Company for the Services.
9.2. Subject to 9.3 and 9.4, the Company shall not be liable for consequential, indirect or special losses or any of the following (whether direct or indirect)
9.3. loss of profit;
9.4. loss of data;
9.5. loss of use;
9.6. loss of production;
9.7. loss of contract;
9.8. loss of opportunity;
9.9. loss of savings;
9.10. harm to reputation or loss of goodwill.
9.11. Notwithstanding any other provisions, the liability of the parties shall not be limited in any way in respect of death or personal injury caused by negligence, fraud or fraudulent misrepresentation or any other losses which cannot be excluded or limited by applicable law.
9.12. The limitations of liability shall not apply in respect of any indemnities given by either party under the Contract.
- Termination
10.1. The Company may terminate the Contract at any time by giving notice in writing to the Client if:
(i) the Client commits a material breach of the Contract and such breach is not remediable;
(ii) the Client commits a material breach of the Contract which is not remedied within 28 days of receiving written notice of such breach; or
(iii) the Client has failed to pay any amount due under the Contract on the due date and such amount remains unpaid for 30 days after the Company has notified the Client that the payment is overdue.
10.2 Subject to clause 10.3, if the Client wishes to terminate the Contract they must give notice to the Company in writing.
10.3 If the Client terminates the Contract they will be required to pay either 10% of the Quotation or for the work carried out in respect of the Services (and any costs of any purchases made by the Company in connection with the Services) to the date of termination, whichever is higher.
- Force Majeure
11.1. The Company shall not be liable if it is delayed in or prevented from performing its obligations due to Force Majeure provided that it promptly notifies the other of the Force Majeure event and uses reasonable endeavours to minimise the effect of the event.
- Telephone calls
12.1. All telephone calls to the Company are recorded and are used for training and monitoring services, improving the quality of the Company’s services, confirming Client’s instructions and in relation to any dispute or potential dispute.
12.2. All recorded telephone calls are stored for one month. However, at the Company’s sole discretion, telephone calls may be stored for a period longer than one month.
- Personal details and data
13.1. The Company may store Client’s details in order for the Company to carry out the Services, to follow up on the quality of the Services and the Client’s satisfaction of the Services or for marketing purposes.
13.2. The Company agrees not share Client’s details with an unrelated third party other than a subcontractor of the Company so that it may carry out the Services.
13.3. The Client has the right to withdraw their consent to the Company’s storing or processing its details at any time.
13.4. The Client agrees that it will not send personal data to the Company unless there is a specific need or reason for the Company to process such personal data.
13.5. The Client agrees that it will ensure any data it sends to the Company shall be either encrypted or password protected.
13.6. In accordance with the Standard Code of Contract adopted by the Market Research Society the Company may only report in aggregate and any personal data provided by the Client to the Company shall be excluded from the Company’s report to the Client.
- Severance
14.1. If any provision of the Contract is held to be invalid, unlawful or unenforceable then the remaining provisions shall remain in force.
- Further assurance
15.1. The Client shall at the request of the Company, and at the Client’s own cost, do all acts and execute all document which are necessary to give full effect to the Services or the Contract.
- Variation
16.1. No variation to these terms and conditions shall be valid unless first agreed by the Company in writing.
16.2. The Company reserves the right to vary these terms and conditions from time to time. Any variations to these terms and conditions will take effect immediately and apply to all existing and future Client Contracts.
16.3. Any updates or amendments to these terms and conditions shall be displayed on the Company’s website. It shall be the Client’s responsibility to check these terms and conditions from time to time to verify such amendments and the Client agrees to be bound by any variations made by the Company. The Client has 30 days from the date of such variations being made to raise any issue with such variations with the Company in writing.
- Notices
17.1. Any notices given by a party shall be in writing and in English, be signed by or on behalf of the party giving it and be sent to the relevant party’s address.
17.2. Notices may be given, and are deemed received:
By hand: on receipt of a signature at the time of delivery;
By signed for post: at 9:00 am on the second working after posting;
By airmail: at 9:00 am on the fourth working day after posting.
17.3. Any notices to be sent to the Company shall be sent to the following addresses:
Email: info@palstats.co.uk
Post: Holmbury House, 57 Church Green Road, Bletchley, Milton Keynes, MK3 6BY.
17.4. This clause does not apply to notices given in legal proceedings or arbitration.
- Governing law and jurisdiction
18.1. Any dispute or claim arising out of or in connection with the Contract, its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
18.2. The parties irrevocably agree to submit to the exclusive jurisdiction of the English courts to settle any dispute or claim arising out of or in connection with the Contract, its subject matter or formation.
These terms and conditions of business were varied on 7 April 2022 from the previous version changed on 9 September 2020.
