Terms & Conditions
STANDARD TERMS AND CONDITIONS
Last updated: September 21, 2023
- DEFINITIONS
(a) “Affiliate” means Angus Reid Group Inc. and all other entities controlled by the Company.
(b) “Agreement” means these Standard Terms together with each Order.
(b) “Company” means Angus Reid Group Inc. (including all Affiliates).
(c) “Customer” means the customer set forth in the Order.
(d) “Default” means either party (i) becomes the subject of a voluntary or involuntary petition in bankruptcy or any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors or (ii) materially breaches this Agreement and such material breach is incapable of cure or is not cured within thirty (30) days of non-breaching party providing notice of default.
(e) “Expense” means any expenditures made by Company that are not Fees and will be billed to Customer as an additional charge. Company will obtain the prior consent of Customer before incurring any Expense in an amount greater than one hundred dollars ($100).
(f) “Fees” means the Fees specified in an Order in connection with the Services. In the event that no Fees are specified in the relevant Order for Services which are rendered, the then current fees of Company applicable to its general customer base shall apply to the relevant Services.
(g) “Kickoff Call Date” means the date of the first cross-organizational meeting between Company and Customer in which the parties outline the project scope and assign roles and responsibilities.
(h) “Order” means any written Order (including, without limitation, the initial Order) between Company and Customer, in connection with the Services, which is mutually agreed in writing by the parties in the form prescribed by Company.
(i) “Participant” means a respondent who participates in any research, survey, study or any other means or form of questionnaire in connection with the Services.
(j) “Participant Data” means any data collected from a Participant and excludes aggregate, anonymized data which Company may collect and use for its business purposes provided that such use does not reveal the identity of Customer or any Participant.
(k) “Proprietary Information” (A) for Company, all current and future product and pricing information, business practices, maintenance procedures, services and support, method, strategies, plans and information identified or reasonably identifiable as confidential and proprietary, and (B) for Customer, means any Participant Data and information identified or reasonably identifiable as confidential and proprietary, and (C) excludes information which: (1) becomes publicly available through no act or failure of the receiving party, (2) was or is rightfully acquired prior to receipt from the disclosing party, (3) becomes independently available to the receiving party without breach of this Agreement as evidenced by relevant business records, or (4) the receiving party is lawfully required to disclose to any governmental agency or is otherwise required to disclose by law, provided however that before making such disclosure, the receiving party will give the disclosing party adequate opportunity to interpose an objection and/or take action to assure confidential handling of such information.
(l) “Service(s)” means the professional services described in the Order.
(m) “Term” means the term of the Services, which shall commence on the date of execution of the Order and continue in full force and effect until terminated in accordance with these Standard Terms or the specific Order.
(n) “Work Product” means all market research, reports, survey data (including omnibus surveys) and other work product delivered by the Company to Customer in connection with the Services.
- PROVISION OF SERVICES
Company will provide the Services in accordance with market research industry standards and as set forth in the Order for the Term, provided Customer has paid and continues to pay the Fees. Customer acknowledges that Company’ ability to provide the Services may be dependent upon the cooperation of and assistance from Customer. Additional services requested by Customer beyond the Services described in the Order may be provided by Company, at Company’ then-prevailing rates. The Services do not include any legal advice from Company. Furthermore, Company does not draft any legal documents, including but not limited to, any privacy policy, terms of use and sweepstakes or incentives rules and regulations for any clients, and any samples of documents that Company may provide or refer to are for exemplary and illustrative purposes only. Legal compliance and drafting of any legal documents shall be the sole responsibility of Customer.
- FEES AND PAYMENT
(a) Fees. Customer will pay all Fees, Expenses and any other fees (collectively, “Fees”) specified in the Order. Except as otherwise set out herein or in an Order (i) Fees are non-refundable and based upon the Services purchased and not actual usage and (ii) quantities purchased cannot be decreased during the Term without the mutual consent of the parties.
(b) Invoicing and Payment. Company will invoice Customer in accordance with the Order. Invoiced charges are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information. If any invoiced amount is not received by Company by the due date, without limiting Company’ rights or remedies, those charges may accrue late interest at the rate of 2% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. If any amount owing by Customer is thirty (30) or more days overdue, Company may, without limiting its other rights and remedies, suspend all Services to Customer until such amounts are paid in full. Customer agrees to fully indemnify Company for all expenses incurred by it in connection with collection of any unpaid Fees.
(c) Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying and reimbursing Company for all Taxes associated with the Fees, except taxes on Company’ income. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible, Company will invoice Customer and Customer will pay that amount unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Company is solely responsible for taxes assessable against Company based on its income, property and employees. If Customer believes it is obligated to withhold for taxes or charges in Customer’s jurisdiction, Customer shall comply and remit such taxes, provide Company with evidence of withholding and gross up payments to ensure that Company receives the full amounts invoiced to Customer; in that case, Company shall work with Customer in good faith to help recoup withheld amounts and pass on any recouped amounts beyond amounts actually invoiced to Customer.
- PRICE ADJUSTMENTS
Fees under any Order are subject to periodic price adjustments, except that any Services for which Company has provided a custom quote which shall be completed at the rates in effect at the time Customer requested the Services up to the expiration date of the custom quote.
- COLLECTION AND PROTECTION OF PERSIONAL INFORMATION
The Company’s privacy policy located at: https://www.angusreidforum.com/Privacy shall apply to the collection, use and disclosure of all personal information. Each party is responsible for compliance with all applicable data privacy, data protection and data security laws. If and to the extent required by law, the collecting party shall obtain the prior consent of each Participant to the collection, use and disclosure of the Participant Data in compliance with all applicable laws in the jurisdiction of the Company, Customer and/or the Participants, as applicable. Notwithstanding the foregoing, Company disclaims any responsibility for the collection, use and/or disclosure of Participant Data by Customer and its respective directors, officers, employees, contractors, agents and those for whom in law they may be responsible. Company will adhere to all applicable data protection legislation in its provisioning of the Services, including, without limitation the European Union’s General Data Protection Regulation (Regulation (EU) 2016/679). For clarity, Company will not be responsible for compliance with any industry-specific requirements that are not expressly referenced in any such legislation.
Customer will not make accessible to Company any financial account identifiers (e.g. credit card numbers or bank account numbers), government issued identifiers (e.g. social insurance numbers, health card numbers) or other types of data that are subject to specific or elevated data protection requirements (‘Prohibited Data’), unless Company has expressly agreed in the relevant Order that it can comply with such requirements. Should Customer contravene its obligations under this Section 5, then Customer shall indemnify and hold harmless Company and its affiliates, subsidiaries, licensors, agents, directors and employees from and against any loss, damage and expenses incurred as a result thereof (including, without limitation, fines levied by competent data protection authorities and damages payable to data subjects).
- INTELLECTUAL PROPERTY RIGHTS
Subject to full payment of all Fees, all right, title and interest in and to the Work Product will be the intellectual property of the Customer.
- CONFIDENTIALITY
Each party will maintain the confidentiality of, and will not disclose or use any Proprietary Information of the other without the prior express written consent of the party to whom the Proprietary Information belongs (the “Owner”), except as permitted by this Agreement. Each party agrees that it: (a) will limit access to the Proprietary Information of the Owner only to those of its employees, consultants or agents who require access to the Proprietary Information; and (b) will ensure that those persons are bound by confidentiality obligations to the Owner no less strict than those set out in this Agreement.
- LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 24 MONTHS PRECEDING THE INCIDENT. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
- TERM AND TERMINATION
The Agreement will be in effect from the Effective Date and continue in full force and effect until terminated in accordance with its terms. Subject to the relevant Order (and after the initial Term set out therein), either party may terminate this Agreement with sixty (60) days written notice to the other party. Upon termination, each of the parties will, following written request by the other party, return to the other or destroy all Proprietary Information belonging to such other party.
- GENERAL
(a) Use of Work Product, Company name and trademarks. Customer will not: (i) disclose any Work Product to any third parties, or (ii) use the Company’s trademarks, name or logo in connection with any Work Product, without, in each case, obtaining the written consent of the Company. Subject to the foregoing, Customer will be permitted to use Work Product for its internal business purposes.
(b) Force Majeure. Neither party shall be held responsible for any delay or failure in performance under this Agreement to the extent such delay or failure is caused by fire, flood, civil, governmental or military authority, act of God, inability to obtain delivery of parts, supplies, earthquakes, acts of terrorism or war, Internet or telecommunications failure or any other cause beyond its control and without the fault or negligence of the delayed or nonperforming party. In the event that a force majeure event affecting a party continues for a period of longer than thirty (30) days, either party shall be entitled to terminate this Agreement as of the date specified in written notice to the other party to that effect.
(c) Entire Agreement and Order of Precedence. This Agreement, including all Orders, is the entire agreement between Company and Customer regarding the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted and no other terms or conditions issued by either party including without limitation any terms set forth in a purchase order, shall be binding on the parties. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) this Agreement, (2) an Order, and (3) any other documentation.
(d) Assignment. This Agreement shall bind and enure to the benefit of Company and Customer and their respective successors and permitted assigns. Customer may not assign this Agreement to a third party, without Company’ prior written consent (not to be unreasonably withheld).
(e) Governing Law. Disputes arising out of or relating to this Agreement which have been entered into by: (i) the Company shall be governed by and interpreted in accordance with the laws of British Columbia, or (ii) Angus Reid Group USA Inc. shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to conflict of laws.
(f) Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
(g) Limitations on Actions. No action, regardless of form, arising from this Agreement may be brought by either party more than two years after the cause of action has accrued, except that an action for non-payment may be brought at any time.
(h) Notice. The parties agree that notices under this Agreement will be in writing and be delivered by personal delivery, facsimile, email or by overnight or express courier service, to the addresses set out above or in such other manner as each party may advise the other in accordance with this Section.
(i) Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
(j) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
(k) Counterparts. Each Order may be executed in counterparts, any one of which may be a fax, PDF or other form of electronic copy, and each of which shall be an original instrument, but all of which shall constitute one and the same agreement.
