Definitions:
“Agency” shall mean an agency entering into this agreement with CCB fastmap Ltd and their associates
“Associates” shall mean individuals or companies that work with CCB fastmap Ltd, who are by contract bound to follow their privacy policy and terms and conditions.
“Client” shall mean a client or potential client of the Agency for which services may be provided by CCB fastmap Ltd under the terms of this Agreement.
“Broadcast Date” shall mean the date agreed by the parties for the broadcast by CCB fastmap Ltd of email solicitations in order to invite an agreed sample to participate in an online interview.
“Respondent” shall mean any individual who participates in and submits to CCB fastmap Ltd a fully-completed online interview.
“Sample” shall mean the agreed group of Respondents who will be invited to participate in an online interview.
“Pitch” shall mean the process whereby the Agency endeavours to secure a new Client or retain or get increased revenue from an existing client. No part of the research project shall be recharged to the Client under any existing billing arrangements except with the express permission of CCB fastmap Ltd whereby evidence would be required that a Pitch fee was provided by the Client.
“Pitch Win” shall mean the Agency securing new business to the value of at least £45,000 revenue from a client or retaining an existing client that it was asked to Pitch for.
“The Analysis” shall mean the work carried out by CCB fastmap Ltd to interpret the results which shall be communicated to the client in either a written document or via online analysis
“The Customer Data” shall mean the IP addresses and all other profiling and personal data of and relating to the Responders obtained and held by CCB fastmap Ltd during the course of the project
“GDPR” shall mean the General Data Protection Regulation 2016 as amended from time to time
“The Fees” shall mean the charge made by CCB fastmap Ltd to the Client as specified in the Schedule
“Creative” shall mean any image, moving or static or soundtrack that is shown as stimulus to the sample. Any Creative that the Client or Agency provides to CCB fastmap Ltd for inclusion in a survey they do so in the knowledge that it conforms to current advertising legislation, CAP code of conducts and is legal, decent and honest and not restricted by any copyright laws.
“The Interview Results” shall mean all information received by CCB fastmap Ltd from the Respondents, which are anonymised.
“Research” shall mean a process of self-completion online questionnaires to an agreed brief and survey script.
“Script” shall mean an agreed written survey script designed to meet the research objectives of the client.
“Benchmarking Comparison Process” shall mean a survey conducted within a benchmarking comparison process structure, where the survey script remains the intellectual property of CCB fastmap Ltd. The survey is not released to the client. Any bespoke questions will be circulated and agreed with the client, prior to survey build.
1.0 CCB fastmap Ltd Obligations
1.1 To use all means available to ensure the highest quality
1.2 To use its reasonable endeavours to share the survey link(s) with panel companies and/or Client or Agency to participate in an online interview and maximise response where possible
1.3 Deliver to the Client or Agency in a timely fashion the Analysis on the terms set out in the Agreement
1.4 Comply at all times during the Term with the GDPR in its collection, holding and passing of personal data and information to the Client or Agency; and
1.5 Comply at all times during the Term with all relevant legislation and voluntary codes of conduct set out by the Market Research Society.
2.0 Client / Agency Obligations
The Client / Agency shall:
2.1 supply all documents and other materials required by CCB fastmap Ltd in order to carry out the research and Analysis on agreed time scales;
2.2 verify the accuracy of any materials or instructions given to CCB fastmap Ltd; It is the responsibility of The Customer to ensure that the materials supplied are eligible for broadcast to the general public and that any images / advertising used doesn’t breach any copyright
2.3 ensure all technical aspects required for delivery of Customer Data to CCB fastmap Ltd will comply with CCB fastmap Ltd’s reasonable requests
3.0 Client / Agency Warranties and Undertakings
The Client hereby warrants and undertakes that:
3.1 it shall comply at all times with the GDPR;
3.2 it shall not assign, transfer, give, licence, resell, or otherwise part with possession of the Analysis or other information supplied to the Client by CCB fastmap Ltd without the express written permission of CCB fastmap Ltd
3.3 it acknowledges that CCB fastmap Ltd accepts no responsibility for the consequences of any action taken by the Client that is based on the Analysis or other information supplied to the Client / Agency by CCB fastmap Ltd;
3.4 it shall not use outside the Client’s / Agency’s organisation the Analysis or information supplied to the Client / Agency by CCB fastmap Ltd without the express written permission of CCB fastmap Ltd;
3.5 it has obtained all necessary consents from those persons and/or organisations whose interactions with Customers are to be the subject of interviews conducted with Customers
3.6 it will keep CCB fastmap Ltd fully indemnified against any and all losses, claims and demands and actions arising from any breach or omission by it of any of its obligations under this agreement, whether express or implied.
4.0 Survey Content
4.1 CCB fastmap Ltd has the right to review and approve each survey provided by the Client/Agency for which it will supply sample, though takes no responsibility for the legality, quality and/or contents of the provided survey. CCB fastmap Ltd reserves the right to reject any survey on the grounds that it is too long or complex, contains profane, obscene, hateful, discriminatory, illegal or otherwise be objectionable material or violates CCB fastmap Ltd’s privacy policy
5.0 Delivery Date
5.1 CCB fastmap Ltd will agree a broadcast date for the survey and will endeavour to keep to this schedule
5.2 Delivery dates shall not be binding in the event of unforeseen circumstances that involve interim changes in the assignment or factors beyond CCB fastmap Ltd’s control, which may affect the fieldwork or the technical completion of the fieldwork. In the event that CCB fastmap Ltd anticipates a delay, CCB fastmap Ltd shall notify the Client / Agency to this effect immediately
6.0 Confidentiality
6.1 Each party hereby agrees not to disclose any confidential information relating to the other, its technical or commercial know-how, processes or techniques, including its software, business methods or other confidential information, the fact or terms of this agreement or details of any proposals made between the parties or to any third party
6.2 The parties shall restrict disclosure of such information to their employees, agents or subcontractors to whom disclosure is necessary for the sole purpose of this Agreement, and shall procure that all such employees, agents or subcontractors are subject to and fully aware of the same obligation of confidentiality
7.0 Ownership of Information
7.1 The Customer Data, if supplied for use as a sample, shall belong to and remain vested in the Client / Agency.
The Client / Agency hereby grants to CCB fastmap Ltd a non-exclusive licence for the Term to use the Customer Data for the purposes only of fulfilling its obligations under this Agreement.
7.2 The Interview Results shall belong to and remain vested in CCB fastmap Ltd.
7.3 The Analysis, which may consist of raw data, Excel tables, a PowerPoint presentation, summary report or Infographic, shall be jointly owned by the Client / Agency and CCB fastmap Ltd. The Analysis may be reproduced by the Client / Agency after consultation with CCB fastmap Ltd, provided that CCB fastmap Ltd is acknowledged as the source. Any information presented must be accurate and consistent with the Analysis. CCB fastmap Ltd reserve the right to correct any misleading publication of results.
7.4 CCB fastmap Ltd is able to anonymise and aggregate results, and integrate them back into a Benchmarking Comparison Process
8.0 Security of Customer Data
8.1 CCB fastmap Ltd only works with anonymised dataset but accepts responsibility as data processor. As such, if there is a risk of a data breach or other criminal offence, CCB fastmap Ltd will alert the data controller and any appropriate data authorities.
9.0 Payment Terms
9.1 CCB fastmap Ltd shall invoice on the first Wednesday after the order confirmation has been signed off. CCB fastmap Ltd may alternatively invoice at the end of the calendar month, dependent on which is sooner.
9.2 The Client / Agency shall pay such invoices within 30 days of the date of receipt.
9.3 Upon receipt of this signed Order Confirmation, CCB fastmap Ltd will commence the project and survey build. In the event of The Customer cancelling the project before broadcast, 50% of the total project fee will be payable. If the survey has been broadcast, 100% of the total project fee will be payable.
9.4 All costs are subject to VAT.
9.5 VAT shall be payable by the Client / Agency in addition to the Fees on receipt by the Client / Agency of a valid VAT invoice.
9.6 CCB fastmap Ltd reserves the right to charge interest on any unpaid fees at the rate of 4% above Bank of England base rates.
9.7 If a discount is provided as part of the payment terms, CCB fastmap Ltd reserves the right to remove the discount if payment is not received within the period that would qualify the client for the discount.
10.0 Liability
10.1 The parties agree that neither the Client / Agency nor CCB fastmap Ltd will be liable to the other for any consequential damage or loss of business or profit as a result of decisions taken whereby the Analysis or Interview Results was taken into account.
11.0 Termination
11.1 This Agreement may be terminated by either party in writing with immediate effect if the other commits a material breach of any term of this Agreement and which (in the case of a breach which is capable of being remedied) shall not have been remedied within 14 days of a written request to remedy the same.
11.2 This Agreement may be terminated by either party in writing with immediate effect if the other party becomes insolvent, goes into liquidation, appoints a receiver or administrative receiver or other similar officer, or shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement or proposes another composition, scheme or arrangement with the others creditors or a meeting is convened for the purposes of considering a resolution or other steps are taken for its winding up or for the making of an administration order (otherwise than for the purposes of a bona fide amalgamation or reconstruction).
11.3 Any termination of this agreement howsoever occasioned shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force after such termination.
11.4 Either party may terminate the agreement if legislation makes the agreement illegal.
12.0 Third party rights
12.1 Nothing in this agreement is intended to confer a benefit or right of enforcement upon any third party within the meaning of the Contract (Rights of Third Parties) Act 1999.
13.0 Miscellaneous
13.1 CCB fastmap Ltd shall be entitled to assign this agreement or any right or rights hereunder without the prior written consent of the Client / Agency
13.2 This agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof. Any addition or amendment to this agreement shall be binding upon the parties only if made in writing and signed by a duly authorized representative of each of the parties.
14.0 Force Majeure
14.1 The obligations of each party under this agreement shall be suspended during the period and to the extent that such party is prevented from complying therewith by any cause beyond its reasonable control.
14.2 Any party whose obligations have been suspended as aforesaid shall resume the performance of such obligations as soon as reasonably possible after the removal of the cause and shall notify the other party. In the event that such cause continues for more than two weeks either party may terminate immediately this agreement on expiry of one weeks’ prior written notice.
15.0 Notices
15.1 All notices which are required to be given shall be in writing and shall be sent to the address of the recipient set out in the Schedule or such other address as the recipient may designate by notice given in accordance with the provisions of this Clause. Any such notice may be delivered personally or by recorded first class pre-paid letter, e-mail or facsimile transmission and shall be deemed to have been served if by hand when delivered, if by recorded first class post forty-eight hours after posting and if by e-mail or facsimile transmission on confirmation of receipt.
16.0 Law
16.1 This agreement shall be subject to and interpreted in accordance with English Law and shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
