Terms & Conditions
SERVICE AGREEMENT OF RESEARCH MATTERS
These terms and conditions together with the attached Schedule form the service agreement (“the Agreement”) on which Research Matters Limited (defined below) does business.
PARTIES
(1) RESEARCH MATTERS LIMITED (registered number 5232186) of The Dovecote, The Hawk Creative Business Park, The Hawk Estate, Easingwold, York, YO60 3FE(“Research Matters”); and
(2) The party who’s details are set out in the Schedule hereto (the “Client”).
OPERATIVE TERMS
1. Engagement
1.1 The Client wishes Research Matters to undertake the work required to be carried out in the engagement specified in the Schedule (the “Project”).
1.2 The Client hereby appoints Research Matters and Research Matters hereby accepts the appointment to serve the Client in performance of the Project subject to the terms and conditions set out in this Agreement.
2. Term
Research Matters shall commence work on the date specified in the Schedule and shall continue thereafter until completion of the Project or until or unless this Agreement is earlier terminated in accordance with clause 11.
3. Duties of Research Matters
3.1 Research Matters shall, while this Agreement is in force or until completion of the Project, devote such time, attention and abilities to the Project as may be necessary for the completion thereof as the same may be set out in the Schedule.
3.2 Research Matters agrees to advise and assist the Client as required in accordance with clause 3.1 with respect to all aspects of the Project and in the performance of such duties Research Matters shall comply with all reasonable requests and directions of the Client including complying with all reasonable health, safety and security policies and regulations advised to Research Matters by the Client while Research Matters is working on the Client’s premises.
3.3 Research Matters shall not delegate any duties or obligations arising under this Agreement otherwise than expressly agreed with the Client or as may be set out in the Schedule.
4. Duties of the Client
The Client shall, while this Agreement is in force or until completion of the Project:
4.1 provide (where applicable) access to the necessary personnel of the Client and to the Client’s systems and software;
4.2 provide (where Research Matters is required to work at the Client’s premises) accommodation, secretarial and other assistance as may be necessary for the completion of the Project as the same may be set out in the Schedule;
4.3 provide in good time any documentation, data or other information which Research Matters requires during the period of the Project for completion of the Project;
4.4 co-operate fully with Research Matters on all issues relating to successful completion of the Project;
4.5 advise Research Matters immediately of any changes in circumstances that may affect the Project or its completion in any way.
5. Fees and Expenses
5.1 In consideration of the services rendered by Research Matters hereunder the Client shall pay to Research Matters such fees and other charges as may be specified in the Schedule.
5.2 The Client shall reimburse Research Matters such expenses as are properly incurred by Research Matters in the performance of its duties under this Agreement. Such expenses shall be based on Research Matters standard scales and procedures as the same may be varied by Research Matters from time to time, and shall be payable in accordance with clause 6 below.
5.3 All sums payable under this Agreement unless otherwise stated are exclusive of VAT and other duties or taxes.
6. Payment
6.1 Unless otherwise specified in the Schedule, fees are payable at such intervals as set out in the Schedule in arrears within thirty working days of receipt by the Client of Research Matters invoice for work done during that period and reimbursement of expenses is payable by the Client within thirty days of receipt by the Client of Research Matters Note of Expenses accompanied by supporting vouchers.
6.2 All sums from the Client which are not paid on the due date (without prejudice to the rights of Research Matters under this Agreement) shall bear interest from day to day at the annual rate of 4% over the daily base lending rate of Lloyds TSB Bank plc both before and after any judgment.
7. Copyright and License
7.1 Subject to the provisions of clause 7.2 the copyright in any report, documentation, information, software or invention on whatever media, prepared or created by Research Matters pursuant to this Agreement (the “Materials”) shall pass to the Client upon payment of all fees and expenses further to clause 6 but until such time copyright shall remain the property of Research Matters notwithstanding termination.
7.2 Where Research Matters has used any third party data or information in the Materials (“Third Party Content”) then upon payment of all fees due under this Agreement Research Matters shall at the option of the Client (but subject to the terms of any license Research Matters may have for use of the Third Party Content), either:
7.2.1 grant to the Client a non assignable, non exclusive royalty free license in respect to the Third Party Content; or
7.2.2 assign any license which Research Matters may have in the Third Party Content to the Client.
8. Confidentiality
8.1 For the purposes of this clause 8 restricted information (“Restricted Information”) shall mean any information which is disclosed to Research Matters by the Client pursuant to or in connection with this Agreement (whether orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such) including the Client’s name.
8.2 Except as provided by clauses 8.3 and 8.4, Research Matters shall at all times during the continuance of this Agreement and after its termination:-
8.2.1 use its best endeavours to keep all Restricted Information confidential and accordingly not to disclose any Restricted Information to any other person; and
8.2.2 not use any Restricted Information for any purpose other than the performance of the obligations under this Agreement unless the Client provides its written consent.
8.3 Any Restricted Information may be disclosed by Research Matters to any employee or sub contractor of Research Matters to such extent only as is necessary for the purposes contemplated by this Agreement and subject in each case to Research Matters using its best endeavours to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is made.
8.4 Any Restricted Information may be used by Research Matters for any purpose, or disclosed by Research Matters to any other person, to the extent only that it is, on the date hereof or hereafter becomes, public knowledge through no fault of Research Matters (provided that in doing so Research Matters shall not disclose any Restricted Information which is not public knowledge).
9. Insurance
9.1 The Client hereby confirms that it has the appropriate comprehensive public liability insurance to ensure that Research Matters is covered whilst working on the Project at the Client’s premises or elsewhere (if relevant). In the event that Research Matters or any of its employees, agents or sub-contractors suffers any loss or damage of any nature arising from or in connection with its performance of the Project then the Client hereby agrees to indemnify Research Matters in respect of such loss or damage limited to a total value of £2,000,000 on any one claim.
9.2 Accordingly, the Client undertakes to take out and maintain adequate insurance cover with a reputable insurance company approved by Research Matters, against such liability. The Client shall exhibit to Research Matters forthwith upon demand, the policy of such insurance, the premium receipt and insurance certificate.
10. Liability of Research Matters
10.1 Research Matters shall not be liable to the Client for loss or damage to the Client’s property unless due to the negligence or other failure of Research Matters to perform its obligations under this Agreement or under the general law.
10.2 Except in the case of death or personal injury caused by Research Matters negligence Research Matters shall not be liable by reason of any representation or any implied warranty, condition or other term, or any duty at common law or under this Agreement, for any special, indirect or consequential damage. Subject as expressly provided in this Agreement all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.3 Research Matters’ liabilities under this Agreement for any one or more claims by the Client shall not exceed the lower of the total of all Payments made to Research Matters by the Client under this agreement and £100,000.
10.4 Research Matters shall not be liable for situations of force majeure where any failure in the performance of any of its obligations is caused by factors outside its control.
11. Termination
11.1 Notwithstanding any other provisions herein contained, this Agreement may be terminated forthwith by either party by notice in writing if any of the following events shall occur:
(i) if the other party shall at any time be in default under this Agreement and shall fail to remedy such default within seven (7) days from receipt of notice in writing from the party not in default specifying such default;
(ii) if the other party shall commit any act of bankruptcy, shall have a receiving order made against it, shall make or negotiate for any composition or arrangement with or assignment for the benefit of its creditors or if the other party being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up or shall enter into any liquidation (other than for the purpose of a bona fide reconstruction or amalgamation), shall call any meeting of its creditors, shall have a receiver of all or any of its undertakings or assets appointed, shall be deemed by virtue of the law relating to this Agreement to be unable to pay its debts, or shall cease to carry on business, or if any event analogous to any of the foregoing under the laws of any foreign jurisdiction shall occur with respect to the other party;
(iii) if the other party is by any cause prevented from performing its obligations hereunder for a continuous period of three (3) consecutive months or for a total period of six (6) months in any period of twelve (12) months.
If any such event referred to in (i), (ii) or (iii) above shall occur, termination shall become effective forthwith or on the date set forth in such notice.
11.2 The expiry or termination of this Agreement shall be without prejudice to the rights of the parties accrued up to the date of such expiry or termination.
12. Warranties
12.1 Each of the parties warrants its power to enter into this Agreement and has obtained all necessary approvals to do so.
12.2 Each of the parties warrants it is registered as a data controller with the Information Commissioner further to the Data Protection Act 1998.
13. Enticement/Non-Solicitation
The Client undertakes that it shall not without Research Matters prior written consent, either during or within six months after completion of the Project or termination of this Agreement whichever is the later, engage, employ or otherwise solicit for employment any person who, during the relevant period, was an employee of Research Matters.
14. Assignment
The Client shall not transfer or assign the whole or any part of this Agreement without the prior written consent of Research Matters.
15. Headings and Expressions
The headings contained herein are for convenience of reference only and shall not affect the construction hereof. The expressions “Client” “Research Matters” “him” “its” or such other expressions as appear herein shall be deemed to include the masculine, feminine or plural thereof where the context so admits.
16. Severability
In the event that any of the terms contained herein are determined by any competent authority to be invalid or unenforceable to any extent, such term shall to that extent be severed from the body of this Agreement which shall continue to be valid and enforceable to the fullest extent permitted by law.
17. Scope
This Agreement shall take effect in substitution for all previous agreements and arrangements whether written or oral or implied between the Client and Research Matters relating to the services of Research Matters and all such agreements and arrangements shall be deemed to have been terminated by mutual consent with effect from the date hereof.
18. Third Party Rights
In respect of this Agreement, no other party shall have the right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of the Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
19. Law
The parties hereby agree that this Agreement and the provisions hereof shall be construed in accordance with the Laws of England and Wales and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.
