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Here is a copy of i to i research’s terms and conditions of business.

If you would like a hard copy, or have any questions, please contact Christina Ceulemans on 020 3178 2160.

1. Appointment
The appointment by Client Company. (hereinafter called the “Client”) of i to i research Limited (hereinafter called "the Research Consultancy”) to carry out i to i tracker evaluation (hereinafter called “i to i evaluation”) for Client Company.

Costs, fees and disbursements for i to i evaluation will be agreed in writing and will be subject to the terms of business set out below.  Work will not start until the overall agreement annexed hereto has been signed (Schedule 1).

2. Duration and Termination
The commencement date of the appointment shall be specified in the Letter of Agreement annexed hereto (Schedule 1).

In the event of termination of the Agreement for whatever reason, the Client will be responsible for all fees payable thereunder to the Research Consultancy and for costs and disbursements, (See points 4 and 5) incurred by the Research Consultancy on behalf of the Client up to and including the date of termination.

On the satisfaction by the Client in full of its payment obligations, the Research Consultancy will co-operate with the Client so far as practicable in enabling the Client to take over any contract and arrangement with third parties, and will transfer to the Client any research  purchased on behalf of the Client.

The parties will agree as to any additional compensation payable to the Research Consultancy in the event that further research, diagnostics or other work for a future program or project prepared by the Research Consultancy at the request of the Client during the period of the Agreement is subsequently implemented in whole or in part by or on behalf of the Client.

3. Fees and Payment Terms
i to i evaluation fees are payable in accordance with the Letter of Agreement annexed hereto and will cover Consultancy deliverables as scoped in the Proposal dated xxx.

Fees, costs and disbursements (see points 4 and 5) will be invoiced according to the timings set out in the Letter of Agreement. .

The Research Consultancy reserves the right to impose a surcharge of 3% per month on any invoices to the Client not paid within 28 days of the date on which the invoice was despatched.  No such charge will be imposed without prior warning to the Client in writing.
 In general, all fees, charges and expenses will be quoted and invoiced in pound sterling and the invoice amount should be received by the Research Consultancy in London, in pound sterling, net of all taxes and expenses.

4. i to i evaluation costs
Should the Research Consultancy incur any costs on behalf of the Client these will be agreed in advance with the Client.

5. Disbursements
The i to i evaluation fees referred to above will be exclusive of disbursements associated with travel, hospitality, accommodation and subsistence when travelling on Client business.

Estimates for disbursements will be provided in advance.

The Research Consultancy reserves the right to request that it be put in funds by the Client whenever substantial advance payments or financial commitments are required on the Client's behalf. 

The Client agrees to pay immediately upon presentation any interim invoices in respect of advance or instalment payments required to be made to suppliers provided that any such payments to suppliers had first been agreed with the Client. 

6. Approvals and Authority
After obtaining general approval of i to i evaluation, the Research Consultancy will submit to the Client for specific approval the message template.

Written or oral approval by the Client of these items will be taken as authorisation to proceed to commissioning of the i to i evaluation.  Such approval will also be taken as authorisation to enter into contracts with third parties on the basis of estimates submitted.  Oral approval will subsequently be minuted and submitted to the Client and will form part of this agreement unless countermanded by the Client within two working days.

The Research Consultancy will take all reasonable steps to comply with any requests from the Client to amend or halt any plans or to reject or cancel any work in the process of preparation, insofar as this is possible within the scope of its contractual obligations to third parties and provided that the Research Consultancy will bring any third party contracted obligations to the attention of the Client prior to entering into any such obligation.

Any amendment or cancellation will be implemented by the Research Consultancy only on the understanding that the Client will be responsible for any costs or expenses incurred prior to or as a result of the cancellation or amendment, and which cannot be recovered by the Research Consultancy so long as the Research Consultancy has complied with the proviso to Clause 4.1  and provided that the client has confirmed to the Research Consultancy in writing that it is content with the obligations entered into by the Research Consultancy.

7. Confidential Information
All recommendations and reports submitted by the Research Consultancy to the Client shall be confidential to the Client and not disclosed to a third party without the prior written permission of the Client.  The Research Consultancy will not disclose without Client’s prior written permission during or after its term of appointment any confidential information obtained as a result of its association with the Client. 

The Research Consultancy will at the request of the client either during the term of this Agreement or following termination deliver to the Client forthwith all and any documents, records research whatsoever concerning or in any way relating to the Client or its business provided that the Client has reimbursed the Research Consultancy for any costs incurred by the Research Consultancy in producing the aforementioned items.

8. Professional Indemnity
The Client undertakes that any information which the Client supplies to the Research Consultancy in connection with the Research Consultancy's services to the Client will be accurate and in no way misleading.  The Client will indemnify the Research Consultancy and its officers and employees in the absence of default or neglect on their part against any loss which they may suffer as the result of any claims or proceedings brought against them arising from work performed in accordance with the Client's brief particularly in relation to proceedings under the UK Trade Descriptions Act 1968.

9. Copyright
The copyright in i to i evaluation analysis, reporting, diagnostics and database information produced by the Research Consultancy, will belong to the Research Consultancy. In the event that any 3rd party undertakes work for the Research Consultancy concerning the Client in which copyright subsists the Research Consultancy shall provide that such third party assigns any copyright to it in order that the Research Consultancy can assign any such copyright to the Client in accordance with this clause.

10. Client's Property
The Research Consultancy shall be entitled to destroy or otherwise dispose of any property of the Client left in its custody one year after termination of contract provided that not less than 14 days' written notice shall be given to the Client at his last known address to enable such property to be reclaimed.

11. Employees
It is agreed that neither the Research Consultancy nor the Client will offer employment to employees of the aforesaid Research Consultancy or Client during the period of the contract or within six months of its cessation

12. Governing Law
This Contract is governed in all respects by English law and subject to the exclusive jurisdiction of the English Courts.

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