Terms & Conditions



Download Untapped Innovation Terms & Conditions

In these terms and conditions  (except where the context otherwise requires) the following words shall have the following meanings:

“the Client” – the person, firm or Service Provider who contracts with the Service Provider in this Agreement

“the Service Provider” – Untapped Innovation Consulting LL

“Project” – the Project  specified  in the Proposal  including  any extension  or variation  which  is agreed  in writing with the Service Provider

“Project Team” – the Partners and employees of the Service Provider and its contractors  (if any) working on the Project

“the Proposal” – the proposal document  prepared  by the Service Provider prescribing  its proposed  Services  in detail

“Quotation” – the fees quoted for the Project, as set out in the Proposal

“Services” – Services to be provided by the Service Provider as set out in the Proposal

“Terms” – these terms and conditions

1. General

1.1    The preparation  of the Proposal  and the performance  of the Project by the Service Provider  are subject to the Terms  laid  out  below. The  Client  acknowledges  that  it has  received  a copy  of  the  Terms  together  with  the Proposal. Acceptance  by the  Client  of the  Proposal  is deemed  to include  acceptance  of the  Terms  in their entirety unless otherwise specified in advance and agreed in writing by the Service Provider.

1.2    No  variation  of  the  contract  between  the  Client  and  the  Service  Provider  shall  be  effective  unless  and  until confirmed in writing by the Service Provider.

1.3    If during the development  of the Proposal or the Project, the Client becomes aware or has reasonable  cause to suspect there is any omission or inaccuracy  in any assumption  made by the Service Provider it shall inform the Service  Provider  forthwith,  in writing. It is the responsibility  of the Client  to check  assumptions  made  by the Service Provider, and if attention is not drawn to any omission or inaccuracy  in the assumption,  that assumption shall be deemed to apply for the purpose of the Project

1.4    While the Service Provider will endeavour  to use the project team specified in the proposal it retains the right to use other persons as it considers appropriate, including sub-contractors

2. Fees

2.1    Any Quotation  is valid for two months  from the date of submission  to the Client,  after which  time the Service Provider reserves the right to withdraw or revise the Quotation.

2.2    The fees quoted are for the Services as set out in the Proposal. The Service Provider reserves the right to levy additional fees:

2.2.1    If the assumptions  by the Service Provider detailed in the Proposal as having been used to produce the costing are found to have material omissions or inaccuracies.

2.2.2    If the information provided by the Client is found to be misleading or inaccurate.

2.2.3    If the Client requests changes to the Project or its scale, which result in higher costs being incurred.

2.2.4    If failure or delay by the Client, in fulfilling its obligations, imposes additional costs on the Service Provider.

2.2.5    For Projects involving currencies other than sterling, where Quotations  are subject to exchange rate movements between Quotation and delivery.

2.3    Should  it  be  necessary  to  levy  additional  fees,  the  Service  Provider  shall  advise  the  Client  as  soon  as  is reasonably practical and give the Client the option to revise or terminate the Project, by notice in writing, within 7 days, should it wish to do so.

2.4    In the event of a cancellation  or postponement  of the Project once commissioned,  a charge will be made by the Service Provider to cover fees on all work undertaken  and the cost of all binding commitments  entered into prior to the receipt of written notification.

2.5    In  the  event  that  the  performance  of the  Project  is rendered  impossible  or  has  to  be  deferred  due  to  force majeure, the Service Provider will endeavour to consult the Client as to whether the Project should be cancelled, postponed,  or modified; but the Service Provider reserves the right to take the final decision as to how to act in these circumstances. If cancelled,  the Service  Provider  shall be entitled  to be paid all fees and costs already incurred or committed;  if postponed  or modified, the Service Provider shall be entitled to revise the Quotation in which event the Client shall have seven days in which to accept or reject such revised Quotation; in the event of the Client  rejecting  such  revised  Quotation,  the Service  Provider  shall  be entitled  to terminate  the Project  by notice in writing.

2.6    Unless otherwise  specified,  fees are exclusive  of VAT and, where appropriate,  will be subject to the addition of VAT at the prevailing rate

2.7    Unless otherwise agreed, fees will be invoiced as to 60% on acceptance of the Proposal and 40% on submission of the  final  reporting  documentation. The  Service  Provider  reserves  the  right  not  to  commence  work  on  the Project until written acceptance  of the Proposal or a purchase order for the work is received from the Client, and the initial instalment  of the costs is received. The Service  Provider  also reserves  the right not to deliver  data, findings or reporting documents until at least 60% of the Project fees have been received.

2.8    All invoices are due for payment in full within 30 days of the invoice date. The Service Provider reserves the right to charge interest at 5% per annum above the prevailing HSBC Bank Base Rate on all overdue amounts. Interest will be calculated  on a daily basis  until payment  and will be added  to the outstanding  amount  without  further notice or warning.

3. Confidentiality

3.1    The parties have imparted and may from time to time impart to each other certain confidential information relating to the Proposal or Project.

3.2    Each party agrees that it shall use such confidential information solely for the purposes of this agreement and that it shall not disclose directly or indirectly to any third party such information.

3.3     Unless  given  written  permission  to  the  contrary,  the  identity  of  the  Client,  the  results  of  the  Project,  or  any information obtained in confidence regarding the business of the Client shall, except as referred to below, remain confidential to the Service Provider, its employees and any sub-contractors  of the Service Provider.

3.4    The Service Provider shall not disclose the identity of any respondent contacted during any research to any third party, including the Client, and shall not attribute any information  collected to any particular individual or Service Provider  unless given express permission  to do so by the individual  or Service Provider  concerned,  and in any event subject to the provisions of the Data Protection Act 1998.

3.5    Reports and other records provided by the Service Provider are normally for use within the Client’s Organisation or those of its consultants, and only on the Client’s business. If wider circulation of results is intended, the Service Provider’s  name may not be quoted in connection  with the study until the exact form of any communication  has been agreed by the Service Provider. The Client undertakes to inform the Service Provider of any intended wider publication  prior to release  and to offer identification  of the Service  Provider  as the supplier  of the work to be published.

 3.6    The Service Provider may seek and the Client shall not unreasonably  withhold permission to publicise the broad nature of the assignment  and the Service Provider’s  involvement,  always providing  that the Client’s identity and the nature and detail of Project findings are kept confidential.

3.7    The  Client  hereby  agrees  that the transfer  and  processing  of data  will be carried  out in accordance  with  the relevant provisions of the 1998 Data Protection Act, notably that:

3.7.1    Attributed information gained from any market research (including via audio/video tapes) will be used for research purposes only, and that any information  relating to dissatisfaction  with the Client will be used solely to deal with the specific issue raised.

4. Rights of Ownership

4.1    Copyright in the Proposals remain the property of the Service Provider.

4.2     All other written and electronic  records of a Project,  including  any research  questionnaires  and working  papers remain the property of the Service Provider, who has the right to destroy these documents  after a period of two years from the Project’s completion without reference to the Client.

4.3    Upon payment of all fees and expenses due in respect of the Project, the Project results and all information  and reporting provided to the Client by the Service Provider, shall become the property of the Client.

5. Liability

5.1    The Client  shall indemnify  the Service  Provider  against  all claims,  proceedings  and liabilities  (whether  civil or criminal) of any kind whatsoever  which may arise in consequence  of the use, demonstration  or consumption  by any person of any goods or services supplied by the Client (or the Client’s servants or agents) for the purposes of the Project, and against all legal costs, fees and expenses incurred by the Service Provider in relation to any such claims, proceedings or liabilities.

5.2    Any results,  prognoses,  conclusions,  recommendations  and advice contained  in any report or presentation  are the result of careful analysis of the data. However, such qualitative data is based on small sample tests obtained by the  Service  Provider  and  the  Client  acknowledges  that  such  samples  merely  provide  an indication,  not  a guarantee of the Service Provider’s findings.  Accordingly, such reports and presentations are subject to the usual “statistical norms and variables” applied to research of this nature.

5.3    In translating survey results from the controlled test environment  to the real market place it is possible that some of the assumptions  on which  the report  is based  will not remain  constant.  Any subsequent  change  in market conditions, or to the test product/service  itself, could impact the initial performance  predictions including possible invalidation  of the results. Further, as the results are just one factor to be taken into account by the Client, the Client accepts that the Service Provider cannot be liable for the consequences  of any action based on the report or its interpretation.

5.4    The  Service   Provider’s   total  liability  in  contract,   tort,  including   negligence   and  breach  of  statutory   duty, misrepresentation  or otherwise,  arising in connection  with the performance  or contemplated  performance  of the Services  shall be limited to the amount  of the fees paid by the Client to the Service  Provider  in respect  of the Project.

5.5    The Service Provider shall not be liable to the Client for any indirect or consequential loss or damage (whether for loss of profit, loss of business,  depletion  of goodwill  or otherwise),  costs or expenses  which  arise out of or in connection with the Project.

5.6     The Service  Provider  cannot be held liable for any loss or damage  resulting  from adjustment  to timings  stated within the Quotation in carrying out the Services.

5.7    The Service Provider shall owe no duty of care in respect of the Project or the results of the Project to any party other than the Client.   The Client shall not be entitled  to assign  the benefit  of the Project  or its results  or the advice given by the Service Provider.

6. Force  Majeure

In these terms, “force majeure”  shall mean any cause  preventing  either party from performing  any or all of its obligations  which  arises  from  or is attributable  to acts,  events,  omissions,  or accident  beyond  the reasonable control  of  either  party  so  prevented  including  without  limitation  strikes,  lock-outs  or  other  industrial  disputes (whether  involving  the  workforce  of the  party  so prevented  or of any  other  party),  act  of God,  war,  riot, civil commotion,  malicious  damage,  compliance  with  any  law  or  government  order,  rule,  regulation  or  direction, accident, breakdown of machinery, fire, flood, storm or default of suppliers or subcontractors.

7. Jurisdiction and Applicable Law

The Client agrees to submit to the exclusive jurisdiction of the English Courts in relation to any matter relating to or arising out of these Terms and the application and interpretation  of these Terms shall be governed by English Law.