Terms & Conditions

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions:

• ‘Client’ means the client identified in the Proposal.
• ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by MMR.
• ‘Confidential Information’ means all information whether such information is in writing pictures digital form oral or in any other format that is of a confidential nature including but not limited to the following:
  • information of whatever nature relating to the Client’s business activities practices and finances;
  • any evaluation material design work strategic plans and ideas innovations creative plans concepts and ideas and any other advertising or promotional plans or ideas developed by the Client or on its behalf whether relating specifically to the Project or otherwise;
  • any information derived from the information falling within 1.3.1 or 1.3.2; but does not include any information which is or becomes publicly available (other than as a result of a breach of this agreement or any other obligation of confidence) or was lawfully in MMR’s possession prior to this agreement or which MMR becomes under a legal obligation to disclose.
• ‘MMR’ means the MMR Research Worldwide contracting entity (being located in one of the UK USA China Singapore Thailand South Africa India Netherlands Colombia or Brazil) identified on a Proposal.
• ‘Proposal’ means the quotation or proposal document to which these Conditions are attached or incorporated.
• ‘Project’ means the project specified in the Proposal.
• ‘Price’ means the fees and charges payable by the Client for performance of the Project by MMR as set out in the Proposal.
• A reference to legislation or a legislative provision is a reference to it as amended extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision.
• Any words following the terms including include in particular for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words description definition phrase or term preceding those terms.
• A reference to writing or written includes email.

2. Conditions applicable

• These Conditions shall apply to all contracts for the provision of services to the Client by MMR to the exclusion of all other terms and conditions including any terms or conditions which the Client may purport to apply under any purchase order confirmation of order or similar document.
• The Project will only be commenced when the Client has formally agreed to the Price within the Proposal in writing.
• Agreement by the Client of the Proposal by email or other electronic form shall be deemed conclusive evidence of the Client’s acceptance of these Conditions.
• Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by MMR and signed by both parties.

3. Price and payment

• In consideration of the performance of the Project the Client shall pay MMR the Price. The Price shall be the price quoted in the Proposal which shall be valid for 3 months from the date thereof after which MMR reserve the right to requote for the price of the Project. The Price is exclusive of valued added tax or any equivalent sales tax which if applicable shall be due at the rate ruling on the date of the MMR’s invoice.
• Payment of the Price and VAT (if applicable) shall be made in the following currencies as agreed in writing or set out in the Proposal:

• The Client shall pay each invoice due and submitted to it by MMR within 28 days of the date of the invoice. Time for payment shall be of the essence.
• Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2.5% per month and shall accrue at such a rate after as well as before any judgment.
• The Client shall pay MMR 50% of the Price once the Proposal has been agreed.
• MMR reserves the right to amend its prices in light of currency exchange variations in the event MMR quotes prices in a currency other than GBP or USD or when MMR buys fieldwork or other services from third parties in a currency other than GBP or USD.

4. The Proposal

The contents of MMR’s Proposal are the sole and exclusive property of MMR. MMR retains all right title and interest including without limitation copyright in or to any MMR trademarks technologies methodologies products analyses software and know-how included in or arising out of the Proposal or used in connection with the preparation of the Proposal. No licence under copyright or otherwise is hereby granted or implied in relation to the Proposal.

The contents of MMR’s proposal are of a commercially sensitive and confidential nature and intended solely for the review and consideration of the Client. No other use is permitted and the Client undertakes not to disclose all or part of the Proposal to any third party including but not limited where applicable to disclosure under the Freedom of Information Act 2000 or any equivalent legislation in any jurisdiction without the prior consent of the Company Secretary of MMR Research Worldwide Ltd.

5. The Project

• MMR shall conduct the Project in compliance with relevant and officially recognized codes of conduct (if any).
• Any times quoted by MMR in connection with the Project are estimates only and time is not of the essence for the performance of the Project.
• Any changes required by the Client to the work specified in the Proposal shall be notified to MMR in writing and shall be the subject of a further quotation.
• If in the opinion of MMR consultancy advice or further work is required over and above that normally included as part of the Project then MMR will advise the Client of this and provide an estimate of the additional cost of providing this additional advice or work.
• Incidence rates are estimates only and in the event that the incidence rates in connection with the Project are lower than anticipated MMR reserves the right to review the Price.
• The Project shall be deemed to have been completed when the final presentation and any additional agreed analysis on the Project has been completed.
• Following completion of the Project MMR will provide the Client with the Project results in an appropriate form.

6. Warranties and liability

• Where materials or products supplied by the Client for use in the Project are to be consumed or otherwise used in any manner whatsoever the Client will ensure that all statutory requirements are complied with and these products and materials are wholesome and safe for consumption or use.
• The Client will provide MMR with detailed transportation storage and preparation instructions together with any other relevant information required for the safe keeping and use of the materials or products. The Client shall fully and effectually indemnify MMR against all and any liability which MMR may incur or any loss suffered by MMR as a result of the Project or any of the products or materials supplied by the Client in connection with the Project.
• The Client warrants that the supply of all information and materials by it in connection with the Project do not infringe any third party rights and agrees to fully and effectually indemnify MMR against all and any liabilities losses damages claims costs charges or expenses suffered or incurred by MMR arising directly or indirectly from any such infringement.
• Upon receiving prompt notice from Client that any of MMR’s services or deliverables are defective or incomplete MMR will re-perform the work to the extent that it is defective or incomplete. MMR will have no liability for any business losses of Client (including without limitation loss of revenue profit or goodwill) or for any other indirect incidental special or consequential damages whether attributable to defective or incomplete work or otherwise and whether arising out of contract tort or otherwise even if MMR had been advised of the possibility of such losses. In any event save that no liability is limited or excluded for death or personal injury or fraud MMR’s maximum monetary liability in connection with the performance of the work or any other matter relating to MMR’s undertakings with Client will be the return to Client of sums previously paid to Company by Client on the Project out of which Client’s claim arose. References to liability in this clause include every kind of liability arising under or in connection with the Project including but not limited to liability in contract tort (including negligence) misrepresentation restitution or otherwise.
• MMR shall indemnify the Client against death injury or loss of or damage to any property which may arise out of the wrongful act default or negligence of MMR its employees sub-contractors or agents in the performance of the Project and against all claims demands proceedings damages costs charges and expenses whatsoever in respect thereof or in relation thereto provided that MMR shall not be liable for nor be required to indemnify the Client in regard to any injury loss or damage to the extent that such injury loss or damage is caused by the wrongful act default or negligence on the part of the Client or its employees agents or sub-contractors.

All other warranties conditions or terms relating to fitness for purpose quality or condition of the service provided by MMR under the Project whether expressed or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.

7. Confidentiality and Report Data

• Except as permitted by clause 7.2 each party undertakes that it will not at any time divulge or communicate to any person any Confidential Information of the other party or of any member of the group of companies to which the other party belongs. No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with a Project or these Conditions.
• A party may disclose confidential information:
  • to the extent required by law by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that to the extent it is legally permitted to do so it gives the other party as much notice of the disclosure as possible; and
  • to its employees officers representatives sub-contractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with a Project or these Conditions. Each party shall ensure that its employees officers representatives advisers or any other party to whom it discloses the other party’s confidential information comply with this clause 7.2.
• Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in a Proposal or these conditions are granted to the other party or are to be implied from the existence of a Project.
• Where material has been provided by the Client in connection with the Project the material will only be used in the Project and any excess shall be destroyed by MMR 28 days after the date of the final invoice unless otherwise agreed in writing by the parties. In the event that the Client requests the return of such materials this shall be at the cost and at the risk of the Client.
• Except as otherwise set out in a Proposal MMR or its licensors retain ownership and reserve all rights in any data and report contents including any rights in photography filming or audio or visual content produced in connection with a Project (collectively the “Content”). MMR grants the Client a non-exclusive worldwide licence to use the Content for the purposes of receiving and using the Project results for its internal business purposes only. The Client may only publish or share the Project results and Content with MMR’s prior consent and no report or information or extract therefrom shall be used to endorse or imply approval of any product or process of the Client or the use or proposed use of any such product or process of the Client. Any extract from the information or report shall be such as to give a true and fair view of the results as a whole.
• The Client acknowledges that MMR will collect use disclose data or aggregate information relating to the Project including information and data derived from the performance of the Project for industry analysis benchmarking and analytics to improve or enhance MMR’s services and solutions and other business purposes; provided that all data disclosed will be in statistical or aggregate form only and will not identify the Client. MMR owns all right title and interest in and to such derived data.
• In this clause 7 Data Protection Laws means (i) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws regulations and secondary legislation and (ii) the Data Protection Act 2018 (“Data Protection Laws”). The terms controller data subject process and personal data shall have the meaning ascribed to them in the Data Protection Laws. The parties acknowledge and agree MMR may collect and use personal data in connection with a Project and except as set out in clause 7.7 and 7.8 MMR shall be the controller of personal data processed in connection with a Project.
• In the event the Client provides personal data to MMR for use in connection with a Project the Proposal will identify the types of personal data the purposes of processing and whether MMR is controller or processor of the client provided personal data. In the event that MMR acts as a processor of client personal data the parties will enter a separate data processing agreement.
• MMR will not incorporate personal data in content a report or other Project results made available to the Client except as agreed in a Proposal in which case the Proposal will identify the types of personal data and the purposes for which the personal data is transferred. MMR shall transfer such personal data to the Client on a controller to controller basis and the Client shall thereafter only use the Personal Data for the purposes set out in the Proposal and otherwise comply with its obligations under Data Protection Laws in respect of such personal data. The parties each agree to provide such assistance as is reasonably required to enable the other party to comply with requests from data subjects to exercise their rights under the Data Protection Laws within the time limits imposed by the Data Protection Laws in respect of any transferred personal data.

8. Termination of the Project

• The Client may by notice in writing to MMR request the termination of the Project prior to its completion and on receipt of such request MMR shall as expeditiously as possible cease all work on the Project.
• Should MMR be prevented from commencing or continuing to carry out the Project for a continuous period of at least 4 weeks by reason of any event beyond the reasonable control of MMR either party shall be entitled to terminate the Project by giving written notice of such termination to the other party.
• On termination of the Project under clauses 8.1. or 8.2 above all unpaid invoices shall become immediately due and payable and MMR shall issue to the Client a final invoice for all charges not yet invoiced together with all costs and expenses associated with the early termination of the Project.

9. General

• Any notice required to be given by either party under these conditions shall be given by email or via the registered post. If given by email service shall be deemed to have been made 1 hour after the time the email is sent and if given by post notice shall be deemed to be served 48 hours after posting unless the contrary shall be shown.
• These conditions and the terms specified in the ‘Commissioning’ are the entire agreement between the parties relating to the Project and supersede all prior agreements which in any way relate thereto.
• If any difference arises between the parties relating to the Project or any of the Conditions such differences shall be referred to a single arbitrator agreed between the parties or (in the event of the parties being unable to agree) to an arbitrator appointed by the Chairman for the time being of the Market Research Society on the application of the first party to apply and such arbitrator’s decision shall be final and conclusive and binding on the parties. The cost of the arbitrator shall be as the arbitrator shall award.
• These conditions are governed by and construed in accordance with the laws of England and Wales. The parties agree to submit to the jurisdiction of the Courts of England and Wales and the Client agrees to appoint an agent for service of process within the jurisdiction of the Courts of England and Wales on being requested to do so by MMR.
• The rights of any third parties under the Contracts (Rights of Third Parties) Act 1999 are hereby excluded.
• The Client shall not procure or attempt to procure or solicit the independent services of or seek to employ any contractor or employee of MMR or former contractor or employee of MMR for a period of two years from the date of commencement of the Project.

MMR Research Worldwide Standard Conditions of Business 2024