Terms of Business– At 1^st October 24

1.0 PARTIES

These Terms of Business shall be applied by to all works undertaken by Roots Research Limited (hereinafter referred to as Roots) for and on behalf of the Client; and supersedes any previous agreement in place between the Parties.

Any variation to these Terms of Business, must be agreed in writing between the Parties.

2.0 DEFINITIONS

2.1 “Agreement” means agreement by the Parties to these Terms of Business issued by and any variations that are made thereafter from time to time.

2.2 “Client” means the person, company or other entity that engages Roots to undertake work on its behalf.

2.3 “Confidential Information” means any information supplied (whether supplied in writing, orally or otherwise) by either party to the other [during the term of the Contract] that is marked as “confidential”, is described as “confidential” or should have been reasonably understood by the receiving party to be confidential.

2.4 “Data Controller”, “Data Processor”, “personal data”, “processing”, and “data subject” shall have the meanings given to the terms “data controller”, “data processor”, “data”, “data processing”, and “data subject” respectively within the UK General Data Protection Regulations.

2.5 “Default” means a situation where the monies owed by the Client to Roots have become overdue by a period exceeding 30 days from the final date of the period allowable by Roots for payment to be made by the Client.

2.6 “Fees” means those monies to be payable by the Client to Roots as specified in the Proposal, in relation to the specific activities described within the Proposal.

2.7 “ICO” means the UK’s Information Commissioners Office.

2.8 “Intellectual Property Rights” means all intellectual property rights and objective knowledge, wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights. The “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs.

2.9 “Project” means that work or works agreed by the parties to be performed by Roots for the Client as described within the Proposal in return for those Fees also described therein.

2.10 “Proposal” means that document issued under the umbrella of the Standard Terms of Business, describing those elements that comprise a Scope of Works to be performed for the Client by Roots for which fees will be payable by the Client to Roots, plus any Variations that will apply to the Standard Terms of Business.

2.11 “Reimbursable” means payment of Fees for all or any part of the Proposal at a level which is the actual cost incurred by Roots in performing that specific element of work.

2.12 “Scope of Works” means a defined work activity or series of activities

2.13 “Services” means any specific services supplied or to be supplied by Roots in accordance with the Proposal, that forms a defined and distinct part of the overall Scope of Works to be performed by Roots.

2.14 “Terms of Business“ means these terms of business as described in this document.

2.15 “Working Day” means a day from Monday to Friday inclusive, excluding any of those days of public or bank holiday in England and Wales.

2.16 “Variation” means any amendment or addition to these Terms of Business or a Project Quotation, that is agreed in writing between Roots and the Client.2.17 For the purpose of clarification:

• words denoting the singular include the plural and vice versa; words denoting any gender include all genders; and words denoting persons include corporations, partnerships, other unincorporated bodies, and all other legal entities and vice versa; and,
• unless otherwise stated, a reference to a clause, party or a schedule is a reference to respectively a clause in, or a party to, or schedule to, this Quotation and Terms of Business.

3.0 PROJECT QUOTATION AND VARIATIONS

3.1 A Proposal specifies the Scope of Works and the Fees, and these will be performed under these Terms of Business which shall apply in their entirety, except where there is any specific Variation to these Terms of Business which will then be described in the Proposal, or otherwise as agreed in writing.

3.2 The Proposal shall be valid for a period of six (6) months from the date of the Proposal unless an extension is requested by the Client and agreed to by Roots in writing.

3.3 Proposals that state ‘Best Effort Basis’ or ‘BEB’: This means that Roots cannot guarantee ability to reach this profile. If a Proposal is commissioned on a best-effort basis for its’ entirety, Roots will outline a minimum project value which covers the recruitment fee and management fee, exclusive of VAT and incentives, that will be payable regardless of results. Where only a portion of profiles are quoted on a best effort basis this will be indicated on the proposal. The cost outlined shows the price per participant you will pay if they can be sourced. Roots will try as many methodologies as are available and deemed reasonable to reach the profiles requested and will keep the Client updated on the progress throughout.

If a Proposal is commissioned on a best-effort basis for its’ entirety, Roots will outline a minimum project value, exclusive of VAT, that will be payable regardless of results.

3.4 There shall be no other variation unless agreed by Roots and notified in writing to the Client.

3.5 A Project is deemed to have been commissioned upon verbal or written acceptance of the Quotation by the Client, deeming acceptance of these Terms of Business, and work may commence following such acceptance.

3.6 A project minimum value will be set out at quotation, where applicable. This will be charged in it’s entirety regardless ofattendance rates if the project hits the minimum value. If a project is more than the minimum project value at commission but there are scope changes after commission. the project minimum value still applies. This charge includes recruitment fee and project management fee, exclusive of incentives.

4.0 FEES AND ASSOCIATED TERMS

4.1 The fees described in the Proposal are based on the information provided by the Client, the experience, knowledge, and skills of Roots, and the full cooperation of the Client with any request submitted to them by Roots and such request satisfied by the Client.

4.2 In the event of any variation to a Proposal requested by the Client, or any Client information found to be erroneous or incorrect, then Roots reserve the right to revise the original Quotation and may make changes to any milestones, dates and/or Fees as described therein, including but not limited to:

• timeline changes,
• interview length changes;
• sample size changes;
• delays by the Client in providing materials or requisite information;
• technical issues related to online links or platforms provided by the Client, that are beyond the control of Roots;
• restrictive recruitment criteria or detailed quotas not made clear when the Quotation was provided;
• methodology changes;
• addition of a consent form;
• change of screener; or,
• other changes made during the course of the project.

4.3 Roots will charge 50% of the recruitment fee for ‘no-shows’ within the suggested overage, however there will be no charge for any no-shows under the suggested overage. If advised overage isn’t commissioned, Roots will charge in full for all respondents regardless of attendance levels.

4.4 Where research is placed on hold, cancelled or postponed without having reached agreement with Roots on rescheduled dates, the Client will be charged for the full project value.

4.5 Where research is put on hold or postponed, with rescheduled dates having been agreed, the Client will be charged a 50% re-contacting fee per participant to notify of the changes. Where any respondent cancels in consequence, Roots shall charge the re-contacting fee plus a replacement recruitment fee.

4.6 Facility Hire and Fees: The subsequent cancellation or postponement, having previously confirmed or provisionally booked a hired facility, may result in the hiring fees still being payable and chargeable to the Client, either in full or in part.

4.7 The outcome of the Client list recruitment is determined by the quality and quantity of the list provided. Costs, and feasibility may be reassessed if either has been compromised. All sample supplied recruitment costs are based on Roots creating the landing page for list contacts to register their interest in participation, and that the volume of those registering their interest exceeds the quantity required to achieve the project-specific incidence rate.

5.0 PAYMENT TERMS

5.1 Roots Research shall issue invoices to the Customer as follows:

Unless otherwise stipulated in the Proposal or agreed between the Parties in writing:

1. Upon Project Commission – Roots Research will invoice the Customer for an amount equal to 50% (Fifty percent) of the total Fees. Payment is due within seven (7) days of the invoice date by bank transfer to the designated Roots bank account.
2. Upon Completion of Services – Roots Research will invoice the Customer for the remaining 50% (Fifty percent) of the total Fees. Payment is due within thirty (30) days of the invoice date by bank transfer to the designated Roots bank account.

For first-time Customers under a legally binding agreement, or where the Customer is a legal entity registered outside the United Kingdom, payment in full of 100% (One hundred percent) of the total Fees shall be required prior to the commencement of Services.

5.2 A Handling Fee of 17.5% will apply to the handling of Incentives. An invoice will be issued at project commission for 100% (One hundred percent) of the Incentive amount plus the Handling Fee. Payment is due within seven (7) days of the invoice date by bank transfer to the designated Roots bank account.

5.3 Invoices are payable in GBP unless payment in an alternative currency has been agreed in advance.

5.4 Where an invoice is payable in a currency other than GBP, charges will be calculated using those exchange rates stated on www.xe.com that are applicable on the date of the invoice. It should be noted that those charges specified at the beginning of the project may therefore differ from the amount charged in the invoice due to normal fluctuations in exchange rates.

5.5 Payments that become overdue in excess of 45 days of the Due Date, entitle Roots to levy interest chargeable at 2.5 % above the prevailing Bank of England Lending Rate on the total amount due, for each day such payment is overdue. Where Roots finds it reasonable and necessary to write to the Client regarding overdue payment, then an administration fee of £10 may be charged for each letter and added to the invoice price.

5.6 Estimates and quotations exclude VAT which is chargeable at 20% and added to the invoice for all UK based clients. Clients outside of the UK must provide any applicable VAT registration number assigned in their own country and are reminded of their obligation to account for their own country’s VAT under the reverse charge procedure or such other procedure as is applicable in their country.

5.7 Any queries or disputes regarding an invoice or item therein must be raised with Roots by the Client in writing within 14 days of the invoice date, otherwise the invoice will be deemed to have been accepted in full.

5.8 Where the Fee for any item on an invoice is in dispute, it shall not prevent the remainder of the invoiced Fees owed being paid in accordance with these Payment Terms.

5.9 All payments of Fees must be made by direct bank transfer to that bank account notified by Roots.

5.10 Any Advanced Fee as advised in the Quotation, shall be payable by the Client prior to Roots commencing any works as described in the Scope of Works.

5.11 Roots shall not be liable to the Client for any costs incurred, loss of earnings or compensation, arising from work carried out by any party on behalf of the Client or any of the Client’s appointed agents, including where such work has a detrimental impact on the performance of Roots in respect of the Proposal Scope of Works, or consequential increase to Fees.

6.0 DATA PRIVACY AND DATA PROTECTION – GENERAL REQUIREMENTS

6.1 Where Roots provides the Client with personal data that the Client will process for its own purposes in relation to its project, Roots will require the Client to undertake such data processing in accordance with this Section 6, and in doing so, the Directors of Roots look to discharge their obligations under the Roots Data Privacy and Protection Policy and Root’s wider information security management provisions including compliance with the policies, procedures and protocols of its Information Security Management System which is certified to ISO 27001.

6.2 Under UK GDPR, Roots is a Data Controller in respect of the information it processes in relation to the project of the Client, and will provide to the Client, such personal data as meets the project specification provided by the Client to Roots.

6.3 In respect of the personal data provided by Roots to the Client; in receiving that personal data and processing it, the Client becomes a Data Controller in respect of that personal data and therefore the Client must assume responsibility for that personal data as a Data Controller under the provisions of UK GDPR. Roots Research and the Client therefore become Date Controllers in Common in respect of that shared personal data.

6.4 Where the Client in the role of a Date Controller, provides personal data to Roots Research under strict written instructions that controls its’ processing by Roots Research, and only insofar as such processing is limited by Roots to that specified by the Client, then Roots Research will be a Data Processor, appointed by the Client in respect of that personal data. In such case, Roots, acting only as a Data Processor, shall only act upon those written instructions issued by the Client as the Data Controller, unless it is required by law to do otherwise as required by UK GDPR). As a Data Processor, Roots undertakes to comply with any reasonable measures required by the Data Controller to ensure that its obligations under any agreement reached by the Parties are satisfactorily performed in accordance with any and all applicable legislation from time to time in force (including, but not limited to, UK GDPR) and any best practice guidance issued by the ICO.

6.5 Both Roots and the Client undertake to comply at all times with UK GDPR and other applicable laws, and shall not perform their obligations under any agreement or arrangement between themselves in such way as to cause either Party to breach any of its applicable obligations under UK GDPR.

7.0 DATA PROTECTION COMPLIANCE – SPECIFIC REQUIREMENTS UPON THE CLIENT WHERE PERSONAL DATA IS SUPPLIED TO THEM BY ROOTS

7.1 The purpose for which personal data supplied by Roots is to be processed by the Client is limited to that specific project for which the personal data has been supplied to the Client by Roots, as that forms the extent of the consent obtained from the data subject in relation to the personal data supplied.

7.2 Personal data may only be processed by the Client for the specific purposes notified to the data subject by Roots as being within the scope of the specific project of the Client. This means that personal data that is supplied for one project scope must not be then used for another project. If the Client wishes to change the purpose for which the data is processed, then Roots must be consulted in order that Roots can obtain further consent from the data subject before any further processing of that personal data can take place.

7.3 Personal data must only be processed by the Client to the extent that it is required for the specific purpose notified to the data subject and the Client is provided with such data by Roots solely on that basis.

7.4 Roots will be responsible for ensuring that any personal data it provides to the Client is accurate and up to date at the point in time that it is provided. This reinforces the requirement upon the Client to only use the data that has been provided in relation to the specific project scope of work, as to do otherwise would run a risk of relying on data that has subsequently become inaccurate.

7.5 Personal data should not be kept longer than is necessary for the purpose it was collected. This means that data should be securely destroyed or erased by the Client from its systems when it is no longer required in relation to the specific project scope of work for which it was initially provided by Roots, unless retention of such personal data is required by law, in which case the Client shall inform Roots of such requirement(s) in writing. Electronic data should be securely deleted or destroyed. Paper documents should be shredded or securely disposed in line with BSIA Standard EN15713/2009. Digital/optical media should be physically destroyed.

7.6 The Client has an obligation to ensure that it takes appropriate security measures against unlawful or unauthorised processing of personal data, and against the accidental loss of, or damage to, that personal data that has been passed to it. Therefore, the Client must have in place procedures and technologies to maintain the security of all personal data from the point of collection to the point of destruction.

7.7 The Client shall maintain the personal data in confidence, and in particular, personal data may only be transferred by the Client to a third-party data processor if explicit consent is obtained from Roots for such transfer to take place, and only where the third-party processor has given explicit written assurance that it will comply with the requirements for UK GDPR compliance. Otherwise, any personal data that relates to a data subject may only be provided where it omits information that directly identifies that data subject. Where any other data provided in relation to a data subject could reasonable be considered to pose a risk to indirectly identifying the data subject, then it is still classed as personal information and shall not be transferred without the explicit consent of Roots.

7.8 The Client shall not process the personal data outside the European Economic Area (all EU member states, plus Iceland, Liechtenstein, and Norway) (“EEA”) without the prior written consent of Roots, and where the consent is given to such a transfer to a country that is outside of the EEA, it must comply with those obligations under the provisions applicable to transfers of personal data to third countries set out in UK GDPR by providing an adequate level of protection to any personal data that is transferred.

7.9 Where the intention of the Client is to transfer personal data outside of the European Economic Area (all EU member states, plus Iceland, Liechtenstein, and Norway) (“EEA”), known as a Restricted Transfer, then the receiving country must either be covered by some agreement with the UK permitting the international transfer of personal data or a legal agreement will need to be signed by both Roots and the Client that incorporates those terms as published by the ICO in respect of the Standard Data Protection Clauses that provides Appropriate Safeguards for Restricted Transfers.

7.10 The Client shall ensure that all personnel who are process any of the personal data are contractually obliged to keep the personal data confidential.

7.11 The Client shall implement appropriate technical and organisational measures; and take all steps necessary to protect the personal data against unauthorised or unlawful processing, accidental loss, destruction, damage, alteration, or disclosure.

7.12 The Client shall be liable for, shall indemnify, and keep indemnified, Roots in respect of any and all action, proceedings, liability, costs, claims, losses, expenses (including reasonable legal fees and payments on a solicitor and client basis), or demand suffered or incurred by awarded against, or agreed to be paid by, the Client arising directly or in connection: i. with any non-compliance by the Client with UK GDPR or other applicable legislation; ii. any Personal Data processing carried out by the Client that infringes UK GDPR or other applicable legislation; except to the extent that Roots is liable under law.

8.0 CONFIDENTIALITY AND NON-DISCLOSURE

8.1 Both parties acknowledge that they may have access to and be entrusted with information (“Confidential Information”) in respect of the business of the other party and its dealings, transactions and affairs which are or may be confidential. Confidential Information shall include but not be limited to details of clients, business partners, suppliers, employees, technologies, products, specifications, business strategies, business plans, financial forecasts, market data (save to the extent made available to the public), and any other information which has been given by one party to the other party in confidence. Such confidential information shall also remain subject to non-disclosure for a minimum period of three years following the termination of any agreement between them, howsoever such termination occurs, or such time period it is protected by law if longer.

8.2 It should be noted that Confidential Information includes the personal data that shall be necessarily provided to either party to the other in relation to performance of works under any agreement between the parties.

8.3 The Recipient of Confidential Information shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information so disclosed, is informed of its proprietary and confidential nature, and is required to maintain its confidentiality. The Recipient of Confidential Information disclosed under agreement between the parties shall promptly notify the disclosing party of any disclosure of such Confidential Information in violation of any agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.

8.4 All notes and memoranda, manuals, records, correspondence, documents, computer and other discs and tapes, and other documents and material whatsoever belonging to one party (and copies of the same) being Confidential Information acquired, received or made during the course of any agreement between the parties, and not subject to agreed transfer by one party to the other within the Quotation, for which payment is made, shall be and remain the property of the disclosing party; and be handed over by the receiving party to the disclosing party from time to time on demand and in any event upon the termination of the agreement between the parties, however so caused.

8.5 Both parties, (except in the proper performance of their obligations under any agreement between them) during or after the end of that agreement:

1. shall not divulge, communicate or otherwise make use of Confidential Information to any person or persons (except those of their directors and/or shareholders) whose province it is to know the same);
2. shall not use Confidential Information for any purpose other than is directly related to the purpose of performance of works under the Quotation, without obtaining the prior written agreement of the disclosing party;
3. shall not, through any failure to exercise all due care and diligence, cause any unauthorised disclosure of Confidential Information;
4. shall use all reasonable endeavours to prevent the publication or disclosure of any Confidential Information.

9.0 FORCE MAJEURE

9.1 If the performance of the works under any agreement between the parties, or any duty under it, is prevented, restricted or interfered with by reason of circumstances beyond the reasonable control of the party obliged to perform it, the party so affected upon giving prompt notice to the other party will be excused from performance to the extent of the prevention, restriction or interference.

9.2 For the purpose of any agreement between the parties, Force Majeure shall be deemed to be any cause affecting the performance of the works arising from, but not limited to:

1. civil commotion, riot, invasion, war threat or preparation for war;
2. strikes, lock-out or other industrial action;
3. fire, explosion, flood, earthquake, subsidence, epidemic, severe weather or other naturally occurring physical disaster;
4. impossibility of use of the railways, shipping, aircraft, motor transport or other means of public transport;
5. political instruction or interference with normal operations.

10.0 DISPUTE AND DISPUTE RESOLUTION

10.1 Any matter of dispute arising during the performance of the Project scope of works must be raised in writing by letter or email.

10.2 The parties are committed to resolving all disputes arising under any agreement between them (and whether such dispute arises before or after termination of such agreement) without the need for litigation and to allow as far as possible for commercial relationships to remain unaffected by disputes, and therefore both parties:

1. will attempt in good faith to resolve any dispute or claim promptly through negotiations between respective senior executives of the parties who have authority to settle the same;
2. will attempt in good faith, if the matter is not resolved through negotiation within six weeks of the dispute arising, to resolve the dispute or claim through mediation with the assistance of a mediator agreed between the parties or as recommended to the parties by the Centre for Dispute Resolution or such similar organisation as the parties may agree;
3. will, if the matter has not been resolved by mediation within three months of the dispute arising, or if either party will not participate in a mediation procedure, resolve the dispute in accordance with clause 10.4.

10.3 Notwithstanding the above, either party may seek the immediate protection or assistance of the courts of England and Wales if appropriate.

10.4 Any agreement between the parties shall be construed in accordance with, and governed by, the laws of England and Wales, and both parties hereby irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or relating to the agreement.