General Terms and Conditions

Work undertaken by Touch of Colors (the Company) is subject to the following terms of business.


Contract

  1. Work on a project commences after the client has provided a written contract or order giving full and agreed details, or in the absence of a written contract or order after acceptance in writing of the latest quotation and on the basis of a programme agreed with the Client. Email is deemed to be an acceptable form of 'writing'.
  2. If, at any time, the Client requests that elements of the project design or method are changed in any way or the commencement of the project delayed, the Company reserves the right to revise the quotation. Quotations are valid only for three months from date of issue.


    3. Invoicing

  3. Projects are normally undertaken on the basis of a satisfactory credit history with the Company or independent evidence of credit worthiness. In some cases it may be necessary to vary our standard payment terms.
  4. If the Company bases its quotation upon information provided by the Client, which is subsequently shown to be incorrect, the Company reserves the right to charge the Client for any resulting additional costs.
  5. With the exception of the purchase and rental of the Company's data sets, which must be paid for prior to the release of the data, invoicing of the amount quoted (as may be varied by clauses elsewhere) will, unless otherwise agreed, be half on commissioning of the project and the balance on completion.
  6. The final invoice shall be raised on delivery of the reports to the Client. Where a report is not required, final invoice shall be raised upon supply of the deliverables specified in the proposal, or as defined in subsequent correspondence. If a project is contracted to be carried out in separate stages, with interim reports/deliverables, invoices for such stages shall be raised on delivery of such interim reports/deliverables.
  7. Unless, in exceptional circumstances, already negotiated and agreed, invoices are payable within seven days of invoice date, and unless otherwise stated in writing, quotations are given exclusive of VAT. If any invoice is not paid within 30 days of invoice date, then the Company will be entitled to charge interest on all amounts outstanding beyond 30 days at the rate of 2.5% per month. Invoicing will be in Sterling unless otherwise agreed.
  8. Reports, data and other deliverables relevant to the project provided by the Company, are normally for use within the Client company or its associated companies (including the Client's marketing, advertising or other relevant and duly authorised consultants, business partners or advisors), or other previously nominated recipients. If the Client intends a wider circulation of the results of a project, either in whole or in part, the Company must be informed and is entitled to refuse permission for its name to be quoted in connection with the project until it has approved the exact form and content of the publication or circulation.
  9. In the absence of any agreement to the contrary, project specifications provided by the Company at the request of a client when the Company receives neither the commission nor payment for the proposals, remain the property of the Company respectively. Their contents may not be revealed to third parties without permission.
  10. The Company shall be entitled to destroy paper documentation such as questionnaires/discussion guides/scripts and similar records one year after the end of the fieldwork, and electronic data two years after the end of fieldwork, without reference to the Client. This may be done earlier by written agreement but will be done in any event unless the Company is advised to the contrary in writing by the Client within the stated periods. Tape recordings of group discussions or individual interviews may be erased one year after the presentation of the final report unless the Company is advised to the contrary in writing beforehand. A fee may be charged for the retrieval of documents/data for projects completed more than one year before such a request.


    11. Subcontractors

  11. The Company may in its discretion sub-contract part or parts of the execution of the project to outside companies and agencies. The Company warrants that it will take reasonable precautions to ensure that the quality of work, service and goods supplied by any sub-contractors are equal to those which the Company would normally supply to its Clients. For all Market Research, the subcontractor will conform to the standard required by the Market Research Society.


    12. Cancellation

  12. If a project is shortened, cancelled or otherwise terminated by arrangement between the Client and the Company, the final invoice will be, unless otherwise agreed, the cost until termination plus 12%, plus any loss incurred by the Company by reason of curtailment or termination.


    13. Completion Date

  13. We shall endeavour to meet any Project completion dates specified in the relevant proposal. However, these dates are estimates only and shall not be a condition of the Contract. We shall not be responsible for any losses or damages arising as a result of a failure to meet any such dates.


    14. Data Ownership

  14. When the Company's prospect contact data are provided by the Company to its clients either through a data rental agreement, a purchase arrangement or through an annual renewable license agreement, the Company retains ownership of said data sets at all times. A right of use is bestowed upon customers according to the separate terms of each agreement (please refer to the terms of the annual license and rental agreements separately).


    15. Data Quality

  15. Although all reasonable care and skill is used in the preparation of data, reports and other deliverables, the Company cannot accept any liability for any loss arising from the Client's interpretation of such deliverables. In any event, the Company's liability is strictly limited to the amount of any fees received by the Company from the Client in respect of the preparation of the deliverables which is the subject of the claim.
  16. The Company shall use all reasonable endeavours to ensure the accuracy of the information, but no warranty is given as to the accuracy of any data provided by interviewees.


    17. Data Protection

  17. In the event that a project involves the receipt by the Company of names and addresses held by the Client on computer files it is the Client's responsibility to ensure compliance with the Data Protection Act.


    18. Confidentiality

  18. Each of us hereby undertakes to the other not to disclose to any third party and keep confidential all information (written or oral) data or trade secrets concerning the business and affairs of the other supplied or received prior to, during or after the completion of this contract.


    19. Telephone Calls

  19. The Company may record outgoing and incoming telephone calls for quality and training purposes.


    20. General

  20. The Company's liabilities pursuant to these terms shall be in lieu and to the exclusion of all other warranties, conditions or obligations imposed or implied by statute common law usage or otherwise and all liability howsoever arising for any direct or indirect or consequential loss (including loss of profits) is hereby expressly excluded. Liability for death or personal injury caused by the negligence of the Company or its employees is not excluded.
  21. The Client shall fully and effectually indemnify the Company from and against all claims for personal injury, loss or damage to property brought against the Company arising from the presence or use of goods or materials supplied to the Company by the Client for the purpose of a project or otherwise, except insofar as such injury, loss or damage is attributable to the negligence of the Company, its employees or agents.
  22. To the extent that any sums payable under this indemnity prove to be insufficient to hold the Company harmless by reason of any taxation suffered on them, the Client shall pay to the Company such additional sum as (after taking into account any taxation) shall be required to make up the insufficiency.
  23. The Company shall not be liable for failure to perform its obligations hereunder due to force majeure which for the purposes hereof shall include, but not be limited to, fires, adverse weather conditions, Acts of God, riots, strikes, lock-outs, wars, Governmental control, restriction or prohibition whether local or national or any other causes whatsoever beyond the reasonable control of the Company.
  24. This contract shall be governed by the laws of England and Wales.