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Plumsource Terms and Conditions

Definitions  
Acceptance Written, oral or other acceptance by a Client of a Proposal by the Company for the Service.
Ad-hoc service The bespoke market research services provided by Company (i.e. either one off bespoke services or bespoke continuous tracking services).
Client The party to whom the Company provides the Service.
Confidential information In respect of the Service all information, data or material of whatsoever nature in any form, which either party, discloses to the other pursuant to this Contract (including the Proposal and anything the receiving party creates which is derived from or based upon the information, data or materials disclosed to it by the disclosing party). It shall not include any information or materials which: (a) is in or enters into the public domain (other than as a result of disclosure by the receiving party or any third party to whom the receiving party disclosed such information); (b) were already in the lawful possession of the receiving party prior to the disclosure by the disclosing party; (c) are subsequently obtained by the receiving party from a third party who is free to disclose them to the receiving party; or (d) are required to be disclosed by law or regulatory authority.
Continuous service The non-Ad-hoc Service or non-bespoke continuous market research service provided by the Company.
Contract These terms and conditions together with the Proposal constitute the entire agreement between the parties. The event of conflict these terms and conditions prevail over those in the Proposal.
Deliverables Survey results, reports, data, summaries, comments, discussion, and/or analysis provided by the Company to Client pursuant to the Contract.
Intellectual property rights Copyright, database rights, trade marks, designs, patents and/or know how.
Proposal The written proposal and/or quotation (exclusive of VAT unless otherwise stated) provided by the Company to the Client, which proposal shall be valid for acceptance for 1 month from the date of issue.
Service The Ad-hoc Service and/or Continuous Service (as the case may be) as specified in the Proposal.
Plumsource (CEM) companies Plumsource (CEM) Ltd and any company whose (a) ultimate parent is Plumsource (CEM) Ltd, (b) directors may be appointed or removed by Plumsource (CEM) Ltd, or (c) management is controlled by Plumsource (CEM) Ltd.

 

  • 1.The contract
  • 1.1. The Client appoints the Company and the Company accepts such appointment to provide the Services and Deliverables upon these terms and conditions, which may only be changed by written agreement of the parties.
  • 2. Payment of fees
  • 2.1. For Continuous Services payment is due in full at the end of each period for projects where fieldwork takes place monthly. For all other projects 50% of the fees will be due at the commencement of fieldwork and the balance will become due upon delivery of the Deliverables.
  • 2.2. For Ad-hoc Services payment of the fees shall be 50% on the Acceptance date, 25% on commencement of fieldwork and the balance on delivery of the Deliverables. If a Service is to be carried out in stages, with interim Deliverables, final invoices for each stage will be raised on delivery of relevant interim Deliverables.
  • 2.3. All invoices shall be due on the invoice date and shall be subject to payment within 30 days. Any payment after this 30 day period shall entitle Company to charge interest at the rate permitted by statute from the invoice date to the date when the Company receives full payment. Client shall pay the interest promptly on demand.
  • 2.4. The Company shall be entitled to recover reasonable expenses incurred pursuant to the provision of the Services subject to copy receipts being provided to Client upon written request unless such expenses have been included in the fees.
  • 2.5. For Services carried out wholly or in part outside the UK, if through any currency fluctuation the Sterling equivalent of the cost to the Company of any obligations incurred in respect of overseas work for the Client exceeds the cost shown in the Proposal, the Company shall be entitled to charge for such obligations at the exchange rate which is in operation at the time the payment is made abroad.
  • 2.6. Where prices quoted in the Proposal refers to currency other than Sterling the applicable currency: Sterling exchange rate shall be fixed at the spot rate for exchange of NatWest Bank plc for the purchase of the relevant currency in London on the Acceptance date at 11am.
  • 3. Termination
  • 3.1. Either party may terminate this Contract upon 6 months notice.
  • 3.2. Either party may terminate this Contract immediately for a material breach by the other which is incapable of remedy or, if capable of remedy, is not remedied within 45 days of notification being given to the defaulting party.
  • 3.3. For Continuous Services if (a) the number of Client subscribers falls below an acceptable level to the Company, or (b) the Company is unable, or finds it impracticable, to continue the Service or any part of it, it shall be entitled to terminate this Contract by serving 1 months notice at any time. The Company will use its reasonable endeavours to complete any Deliverable in progress and the Company will remain entitled to payment for completion of that Deliverable.
  • 4. Change, delay or cancellation
  • 4.1. If the Client requests changes to the Service the Company reserves the right to revise the Proposal
  • 4.2. If a Service is shortened, delayed, cancelled or terminated early by the Client, the final invoice will include the balance of the fees for providing the Service plus any reasonable costs and expenses incurred by the Company due to the Client’s acts or omissions. For example, the Client shall be liable for the costs and expenses incurred by the Company for pre-booked fieldwork, which is delayed, not used or not fully used by reason of the Client’s acts or omissions.
  • 4.3. The Client is responsible for the prompt delivery to the Company of all material owned by or in possession of the Client reasonably required by Company to provide the Services and Deliverables. If the Client fails to comply with this clause the Client shall be liable for the consequential delays and reasonable additional costs and expenses incurred by the Company in providing the Service.
  • 5. Subcontracting
  • 5.1. To assist the Company in providing the Service the Company shall have the right to subcontract any part of the Service and Deliverables, after consultation, to appropriate third parties, agencies or fieldworkers. The Company is only responsible for the quality of the service provided by subcontractors if those subcontractors have been selected and paid for directly by the Company. If the Client designates a specific subcontractor, then the Company shall not be responsible for the accuracy, completeness or quality of the work of that subcontractor.
  • 6. Company’s obligations
  • 6.1. The Company warrants that it shall use reasonable skill and care in providing the Service and Deliverables. However, the Client acknowledges and accepts that (a) the response rates to surveys/questionnaires cannot be predicted and are not guaranteed by the Company, (b) all figures contained in Deliverables will be estimates derived from sample surveys and subject to the limits of statistical errors/rounding up or down, and (c) that time is not of the essence.
  • 6.2. The Company disclaims all other warranties, either express or implied, including warranties for merchantability, and fitness for a particular purpose.
  • 6.3. The Company agrees to use all reasonable endeavours to comply with the MRS Code of Conduct (www.mrs.org.uk).
  • 7. Intellectual property rights and public statements
  • 7.1. For Continuous Services the Intellectual Property Rights in the Deliverables vest in the Company at all times. The Client will be entitled on the completion of the Service and after payment of all fees due to the Company to use the Deliverables for the bona fide and proper purposes of its business but shall not grant licences to others.
  • 7.2. For Ad-hoc Services the Intellectual Property Rights in the Deliverables vest in the Client subject to payment of all fees due to the Company in respect of such Deliverables, and the Company shall have the right to use without charge, such Deliverables for their internal use and in connection with any relevant legal dispute.
  • 7.3. The Client shall not disclose the Deliverables publicly in any manner that is likely to harm the Company’s reputation or business. In particular, the Client agrees not to use the Deliverables in any manner that could or does exaggerate, distort or misrepresent the findings of or data supplied by the Company.
  • 7.4. Any public statement, marketing material, press releases or the like that contain the whole or any part of the Deliverables shall only be (a) disclosed upon prior written consent of the Company (which consent shall not be unreasonably withheld), and (b) accompanied by an acknowledgement, such as “Data/figures/information supplied by Plumsource Limited”.
  • 7.5. The parties shall be entitled to list the other as its service provider or client in marketing/promotional material, except for this right the Client shall have no right to use the Company’s name, trade mark Plumsource, logo, or slogans without the prior written consent of the Company.
  • 8. Confidentiality
  • 8.1. The receiving party agrees that it shall (a) use the Confidential Information only to full its obligations pursuant to this Contract; (b) treat all Confidential Information of the disclosing party as secret and confidential and shall not copy or disclose any such Confidential Information to any third party; (c) not, without the express written consent of the disclosing party, disclose the Confidential Information or any part of it to any person except to the receiving party’s directors, employees, parent company, subsidiaries or agreed subcontractors, who need access to such Confidential Information for use in connection with the Services and who are bound by appropriate confidentiality and non-use obligations; and (d) comply promptly with any written request from the disclosing party to destroy or return any of the disclosing party’s Confidential Information (and all copies, summaries and extracts of such Confidential Information) then in the receiving party’s power or possession.
  • 9. Data protection
  • 9.1. In the event that the Service and/or Deliverables involve the supply to the other party of individual’s names and/or other personal data for the purpose of controlling or processing such data, the disclosing party shall prior obtain the necessary consent from the relevant individuals or ensure that it otherwise has the right under the Data Protection Act 1998 or other relevant local data protection laws and regulations to provide such data.
  • 9.2. In connection, with personal data supplied by the Client to the Company, the Company shall: a) process such data only for the purposes of providing the Services; (b) take such technical and organisational security measures against unauthorised and unlawful processing of, accidental loss of, destruction of or damage to personal data as may be required, having regard to the state of technological development and the cost of any measures, to ensure a level of security appropriate to the harm that might result from such processing, loss, destruction or damage and the nature of the data to be protected; and (c) answer the Client’s reasonable enquires to enable the Client to monitor the Company’s compliance with this clause. The Client undertakes to comply with the Data Protection Act 1998 and keep personal data supplied by the Company secure and only use such data in accordance with the eight data protection principles set out in the Act. Subject to prior consent from an individual the Company reserves the right to re-contact an individual for participation in further surveys.
  • 10. Limits and exclusions of liability
  • 10.1. Unless otherwise agreed by a letter or fax which is executed by both parties, the Company's liability for any claims, demands, damages, costs (including legal costs) and expenses resulting from any tortious act or omission, and/or breach of the terms and conditions set out in the Contract is strictly limited to the greater of £50,000 or the amount of any fees receivable by the Company in respect of the specific Deliverable which is the subject of the potential claim.
  • 10.2. Neither party shall be liable for the other’s loss of profits, loss of turnover, loss of data, loss of business opportunities, or consequential loss. Liability is not excluded for (a) fraudulent misrepresentations, and/or (b) death or personal injury caused by the negligence of either party. The Company shall not be liable for any loss howsoever arising from or in connection with the Client's interpretation of the Deliverables.
  • 11. Product testing
  • 11.1. Notwithstanding anything to the contrary in this Contract where the Service involves testing or using the Client’s products (including prototypes) and/or third party products supplied by Client, the Client shall indemnify the Company from and against any losses, third party claims, demands, damages, costs, charges, expenses or liabilities (or actions, investigations or other proceedings in respect thereof) which the Company and TNS Group Companies may suffer or incur relating to or arising directly or indirectly out of or in connection with testing or using such products.
  • 12. Miscellaneous
  • 12.1. The obligations set out in clauses 2, 4.2, 7, 8, 9, 10, 11, 12.2, 12.5 and 12.6 shall survive termination.
  • 12.2. Any notice given hereunder shall be by post or facsimile. Email notification is not sufficient.
  • 12.3. The Company shall not be liable for failure to perform its obligations hereunder due to, fires, storms, riots, strikes, disease, shortages of materials, lock-outs, wars, key employees not being available to perform the Services through death, illness or departure from the Company, floods, civil disturbances, terrorism, Governmental control, restriction or prohibition whether local or national.
  • 12.4. The invalidity or unenforceability of any part of this Contract shall not affect the other provisions of this Contract.
  • 12.5. No term of this Contract shall be enforceable by a third party.
  • 12.6. English law governs this Contract and in the event of a dispute the parties agree to submit to the non-exclusive jurisdiction of the English courts.

 

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