Last updated: 19th April 2024
Please read these Terms of Service (“Terms”) carefully before commissioning RONIN International Limited (“RONIN”, “us”, “we”, or “our”) with work. In these Terms, “Client”, “you”, and “your” means the company who commissions us with market research services (the “Services”). RONIN and the Client are each a “Party”, together the “Parties”. We may update these Terms by posting a new version to our website. To check which version of the Terms apply to a specific project, please refer to the link inserted in the relevant Proposal.
1. GENERAL
1.1. In these terms and conditions, a reference to the singular includes plural and vice versa (unless the context otherwise requires) and the words and expressions “other”, “including” and “in particular” (or any similar word or expression) do not limit the generality of any preceding or succeeding words and shall be construed as if they were immediately followed by the words “without limitation”.
1.2. The headings in these Terms are inserted only for information and convenience only and shall not affect the construction or interpretation of these Terms.
2. OPERATION OF OUR TERMS
2.1. We will issue a written proposal and/or quotation to you when requested to quote for Services based on your requirements for such Services (the “Proposal”). Our Proposals are exclusive of UK VAT (unless stated otherwise) and remain valid for acceptance for sixty (60) days from the date of issue.
2.2. These Terms, together with the applicable Proposal and any appendices constitutes the entire agreement between the parties (the “Agreement”). In the event that you accept, in writing, orally, or otherwise, a Proposal for Services that we issued (including by providing us with a purchase order number) (“Acceptance”), this is deemed to include acceptance of the Terms in their entirety unless otherwise specified in writing by RONIN.
2.3. The Services are governed by the Agreement, and all terms, conditions, warranties, and representations, whether express or implied by statute, common law, or otherwise, not expressly set forth in the Agreement are hereby excluded to the fullest extent permitted by law. The Parties agree that they have not entered into this Agreement in reliance upon any statement, representation, covenant, warranty, undertaking or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) except as expressly set out in this Agreement, and that the Parties shall not be bound by any statement, promise, or representation not expressly stated in the Agreement. This Agreement constitutes the complete understanding of the Parties and supersedes all prior or contemporaneous agreements, discussions, negotiations, promises, proposals, representations, and understandings (whether written or oral) between the Parties, with regard to the subject matter of this Agreement. In the event of a conflict, the Terms prevail over those in the Proposal.
2.4. Any deviation from these Terms, will only be valid and enforceable if agreed in writing between the Parties, and will only apply to the Proposal to which it explicitly refers.
3. TERM AND TERMINATION
3.1. The Agreement shall commence from the date of Acceptance and shall continue in effect until terminated in accordance with this section. Either Party may terminate the Agreement immediately for cause, if:
a) a Party breaches a material obligation of this Agreement and fails to remedy the breach within thirty (30) days of written notice being given by the other Party to the breaching Party (the “Defaulting Party”);
b) the Defaulting Party (which term shall include the holding company or ultimate parent company of the Defaulting Party) becomes bankrupt or goes into liquidation (whether voluntary or compulsory), is dissolved, compounds with its creditors or has a receiver, administrative receiver or administrator appointed over the whole or any part of its assets or a petition is presented, or a meeting is convened for the purpose of considering a resolution, for the making of an administrative order, the winding-up, bankruptcy or dissolution of the Defaulting Party or the Defaulting Party suffers any similar process under the law of its domicile or place of its jurisdiction.
3.2. Either Party may terminate this Agreement without cause with one (1) week written notice.
3.3. Upon the termination of the Agreement for whatever reason, unless otherwise agreed by us, all invoices which have already been submitted by us will remain payable and you shall be liable to pay us on a pro-rata basis for such part of the Services that we have completed or commenced and for Deliverables delivered by us, in respect of which we have not been paid, including, without limitation, non-cancellable third party charges for services that we have obtained or committed to obtain on your behalf prior to the effective date of termination, to the extent that we are able to provide evidence to your reasonable satisfaction to support any sums that we claim.
4. FEES
4.1. Our Proposal will include, based on certain assumptions and specifications agreed between you and us, the price to be paid for the Services (the “Fees”), and the work product or other materials expressly identified as such that we will deliver to you as part of the Services (the “Deliverables”). In consideration of the Services that we provide to you, you shall pay to us the Fees set out in the applicable Proposal.
4.2. To the extent that our Fees were based upon information provided by you, which is subsequently shown to be incomplete or incorrect, we shall be entitled to increase our Fees to take account of any resulting additional time or effort involved in providing the Services and any necessary additional costs incurred by us.
4.3. Further, you agree and acknowledge that any changes to the assumptions, specifications, Services and/or Deliverables beyond what was originally notified to us and anticipated in our Proposal may result in a change to the Fees quoted in our Proposal, or another material change to the Services to be performed (a “Revision”), provided that any Revision is agreed between the Parties prior to any additional expense being incurred.
4.4. For the avoidance of doubt, events that could result in a Revision include, without limitation:
a) changes to timing,
b) delays in the provision of materials or necessary information,
c) changes to the length of interview,
d) changes to the nature or topic of the market research activity,
e) a variation of 10% or more between the assumed incidence rate and the actual incidence rate, based on a participant’s qualification incidence after going through all screening questions,
f) changes to the permissible recruitment or completion methodology,
g) changes to the nature or rate of the incentive that can be offered,
h) changes to the recruitment criteria, including quotas,
i) changes to materials after approval to proceed was given to RONIN,
j) changes to the anticipated accuracy, quality, or volume of lists provided by you,
k) changes to the Market Research Materials, as defined herein, after scripting has begun;
l) changes to the logistics involved in completing the project (such as moderator availability, platform used to carry out interviews, whether other vendors are also working on the project, etc.), and;
m) changes to the format or nature of the Deliverables from what was agreed in our Proposal.
4.5. Upon receipt of a request for a Revision, you shall have seven (7) days from receipt of the request of Revision to either accept the Revision, or to terminate the Agreement as provided for in this Agreement.
4.6. Fees will be against performance to the Client's satisfaction of the Services and delivery of Deliverables set out in that Proposal. Our invoice will be a valid tax invoice for the purposes of VAT legislation, identify the Services to which the invoice relates, and will be sent to your nominated contact.
4.7. Unless otherwise agreed in writing, we will raise a first invoice upon commissioning for 100% of the incentive value and 50% of the fieldwork value, due within thirty (30) days of receipt thereof, and a final invoice on or after the date on which the Services are completed and all Deliverables provided for the remaining balance of the fees outlined in the applicable Proposal, due within thirty (30) days of receipt thereof.
4.8. All payments must be made in the currency shown on the invoice. Our Proposals are issued, and our Fees are payable, in Pound Sterling (GBP), United States Dollar (USD) or euro (EUR). For projects involving currencies other than Pound Sterling, the Fee quoted in the Proposal will be calculated based on an indicative exchange rate.
4.9. We reserve the right to adjust our Fee if the exchange rate between the currency in which the applicable Proposal was issued and the Pound Sterling (GBP) fluctuates by more than 5%. Furthermore, if our Proposal included third-party costs, we reserve the right to adjust our Fee if the exchange rate between the currency of our Proposal and the local currency in which the third-party provided their costs to us fluctuates by more than 5%.
4.10. Should delay on your part in commissioning us or other factors outside the Agreement’s control affect this procedure and involve RONIN incurring additional costs not envisaged when issuing a Proposal, we reserve the right to adjust the Fee. Where you are late in paying any sums due under this Agreement and such late payment results in RONIN incurring additional costs due to exchange rate movements, then we reserve the right to pass on these costs to you. Any extra costs referred to above shall be confirmed by us to you from time to time in writing.
4.11. In the event that you fail to make payment of our correct invoice by the due date, we shall be entitled to charge interest on the overdue sum at a rate of 3% per annum above the base rate of the Bank of England, which will accrue daily until the date of actual payment, provided that we shall not be entitled to charge interest on any sums which are paid late as a result of a legitimately disputed invoice.
4.12. The Parties agree that the right to claim interest under this section shall be the Parties’ entire agreement in respect of interest for late payment of undisputed invoices and that neither Party shall have any other right (whether statutory or otherwise) to claim interest on late payments. Where we are required to initiate legal action to collect payment, you will be required to pay all legal fees and costs of collection.
4.13. If any amount payable to us is subject to any forms of tax, charge, duty, withholding, deduction, rate, levy and governmental charge (whether national or local) in the nature of tax whatsoever and whenever created, enacted or imposed by any governmental, state, federal, local municipal or other body, together with all related fines, penalties, interest, charges and surcharges, that amount shall be increased so as to ensure that the net amount received by us shall, after tax, be equal to that which would have been received had the payment and any increased payment not been subject to tax.
5. MATERIALS
5.1. We will perform the Services using recruitment screeners, questionnaires, discussion guides, stimuli, and other supporting materials that you provide us with before the start of fieldwork (the “Market Research Materials”).
5.2. You agree that recruitment screeners shall only be used for recruitment purposes and not data collection. All questions in recruitment screeners will be designed solely to:
a) Ensure that participants fit the qualification criteria of the relevant market research activity;
b) Allocate participants to any quotas applicable to the relevant market research activity; and/or
c) Collect and record the informed consent of participants for one or more purposes in connection with their participation in the relevant market research activity.
5.3. We reserve the right to apply and submit a Revision to charge you for recruitment screeners including, if applicable, a token incentive for screened out participants, if in our reasonable opinion, the screener is too long.
5.4. You agree that you must approve Market Research Materials in writing before they can be used in fieldwork, including where we have made suggested changes to the Market Research Materials for various purposes, including, without limitation, to amend or remove questions that would not comply with applicable laws, regulations, or industry codes of conduct and standards, to adapt the Market Research Materials to be appropriate to our recruitment or completion methodology, or to apply changes we agreed with you.
6. RECRUITMENT AND FIELDWORK
6.1. We reserve the right to charge you if you reject a participant successfully recruited to a market research activity based on a recruitment screener you approved, except where an error was made in the recruitment process.
6.2. Where we are required to use third-party lists, including, without limitation, lists provided by you, your client, or a third-party commissioned by you or by your client, you warrant that you have the appropriate consents, licenses, or other form of lawful basis to share these lists with us for the purposes outlined in our Proposal.
6.3. We reserve the right to charge you cancellation fees in circumstances where, due to factors beyond our reasonable control, a market research activity booked with a participant does not go ahead. The cancellation fees will be calculated based on the tables shown below for each element of the Services, each as applicable.
a) Recruitment fee
|
If the interview is successfully rescheduled |
No cancellation fees |
|
If the participant needs to be replaced |
100% of the recruitment fee |
b) Incentive
|
Cancelled 24 hours or more before the scheduled interview |
No cancellation fees |
|
Cancelled less than 24 hours before the scheduled interview |
100% of the incentive |
c) Moderation
|
Cancelled 24 hours or more before the scheduled interview |
No cancellation fees |
|
Cancelled less than 24 hours before the scheduled interview |
100% of the fee |
d) Simultaneous translation
|
Cancelled 48 hours or more before the scheduled interview |
No cancellation fees |
|
Cancelled less than 48 hours before the scheduled interview |
100% of the fee |
7. SUBCONTRACTING
7.1. We may subcontract the Services or part of the Services to a third party to whom we shall delegate a function or obligation to provide the Services or the Deliverables for any applicable Proposal (the “Subcontractor”). A legal entity that, directly or indirectly, (a) is Controlled by us, (b) Controls us, or (c) is under substantial common Control shall not be included in the definition of a Subcontractor, where “Controller”, “Controls” or “common Control” refers to the ownership, directly or indirectly, of a majority of the voting shares of such entity or the ability (directly or indirectly) to appoint a majority of the directors of such entity or the authority to direct the management or policies of such entity, by contract or otherwise.
7.2. We shall be primarily responsible for the performance of the Services by any Subcontractor. Nothing in this Agreement shall be construed to create a contractual relationship between you and any Subcontractor, nor any obligation for you to pay or to ensure payment of any money due to any Subcontractor. You may designate a specific Subcontractor that we shall work with in the performance of the Services, provided that we shall not be responsible for the accuracy, completeness or quality of the work of the Subcontractor you designate.
8. MUTUAL CONFIDENTIALITY
8.1. If a Party receives or acquires Confidential Information directly or indirectly under this Agreement, it shall be referred to as the “Receiving Party”; if a Party discloses Confidential Information under this Agreement, it shall be referred to as the “Disclosing Party”. “Confidential Information” means all information, data or material of whatsoever nature in any form, which either Party, discloses to the other pursuant to this Agreement (including the Proposal and anything the Receiving Party, creates which is derived from or based upon the information, data or materials disclosed to it by the Disclosing Party). It shall not include any information or materials which:
a) is in or enters into the public domain (other than as a result of disclosure by the Receiving Party or any third party to whom the Receiving Party disclosed such information);
b) were already lawfully known to the Receiving Party prior to disclosure by the Disclosing Party;
c) are subsequently obtained by the Receiving Party from a bona fide third party who is free to disclose them to the Receiving Party;
d) is developed by the Receiving Party independently or without reference to anything provided to the Receiving Party by the Disclosing Party; or
e) are required to be disclosed by law, by a court, or by another competent authority.
8.2. During and after the term of this Agreement, the Receiving Party shall:
a) hold the Disclosing Party’s Confidential Information in confidence using the same degree of care that it uses to protect its own Confidential Information (but in no event less than a reasonable degree of care);
b) use the Disclosing Party’s Confidential Information solely in connection with performing its obligations hereunder, and (iii) not disclose or make available any of the Disclosing Party’s Confidential Information to any employee or other third-party without the prior written consent of the Disclosing Party except to a limited number of its employees, consultants, subcontractors and advisors who have a need to know the Disclosing Party’s Confidential Information in order to perform their obligations under this Agreement.
8.3. Additionally, the Receiving Party may disclose the financial terms of this Agreement to its legal and business advisors and to potential investors provided such third parties agree to maintain the confidentiality of the Confidential Information. Each Party shall ensure that any individual or entity receiving Confidential Information for or on behalf of the Receiving Party will be bound by terms at least as protective of the Disclosing Party’s Confidential Information as those contained in this Agreement.
8.4. Receiving Party will notify the Disclosing Party promptly of any unauthorized use or disclosure of the Disclosing Party’s Confidential information and provide reasonable assistance to the Disclosing Party and its licensors in the investigation and prosecution of such unauthorized use or disclosure.
8.5. Whenever requested by a Disclosing Party and in any event upon the expiration or termination of this Agreement, a Receiving Party shall immediately, at its own expense, return to the Disclosing Party or, at Disclosing Party’s option, destroy all manifestations of the Disclosing Party’s Confidential, except:
a) as otherwise required by applicable law;
b) if the return or destruction of such Confidential Information is not commercially reasonable or feasible;
c) if such Confidential Information is stored electronically due to an existing routine data backup or archived in accordance with its internal retention policies, provided the Confidential Information is deleted from local hard drives or readily accessible network locations, and no attempt is made to recover it other than as required by law, in which case the Receiving Party’s obligations in this section shall continue until such time as such Confidential Information is returned or securely destroyed.
8.6. In the event of an actual or threatened breach of these confidentiality provisions, the Parties agree that the non-breaching party will have no adequate remedy at law and shall be entitled to seek immediate injunctive relief and any other equitable relief, without the necessity of showing actual monetary damages. The rights and obligations of the Parties under this Agreement expire two (2) years after the effective date of expiration or termination; provided that with respect to Confidential Information that constitutes a trade secret under the laws of any jurisdiction, such rights and obligations will survive such expiration or termination until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Receiving Party.
9. OWNERSHIP
9.1. “Materials” means information, output, documents, reports, data, programmes, plans, products, questionnaires (and all software applications, databases, computer programs, including source code and object code for any such programs used to program survey questionnaires), methodologies, norms, works, questionnaires and template questionnaires, systems, computer programs, including audio and visual tapes and computer records, supporting documentation and other work processes and information, whether in hard copy or digital format.
9.2. “Client Materials” means any Materials that you provide us with, the Market Research Materials, and all Deliverables prepared for you by us or on our behalf, including all IPR arising or relating to the Client Materials.
9.3. “RONIN Materials” means (i) Materials belonging to us which exist at the date of execution of a Proposal or issuance of your purchase order; (ii) Materials developed by us or on our behalf independently during the term of a Proposal which are not Deliverables and have not been created solely for performance of the Services to Client; (iii) proposals and for studies incorporated in a Proposal; and (iv) data and content developed or collected by or licensed to us prior to or outside the scope of this Agreement or having a generic nature or otherwise being of general applicability to our business. All copies, reproductions, improvements, modifications, adaptations, translations, suggestions, recommendations, and all other derivative works of, based on or otherwise using any of our materials are themselves also RONIN Materials.
9.4. You have, reserve, and retain, sole and exclusive ownership of all right, title and interest in and to Client Materials is your Confidential Information. You grant us a license to use, perform, display, execute, distribute, transmit, modify (including create derivative works), import, Client Materials solely for the purposes of performing the Services. You hereby grant us a perpetual, worldwide, royalty-free, irrevocable license to copy, distribute, resell, modify and otherwise use the Client Materials in connection with the provision of Services and Deliverables. We may not disclose Client Materials in a manner which identifies you, unless you have expressly agreed otherwise. All other rights in and to the Client Materials are expressly reserved by you.
9.5. We have, reserve, and retain, sole and exclusive ownership of all right, title and interest in and to RONIN Materials, including all IPR arising or relating to RONIN Materials.
9.6. We may use Materials resulting from the Services or collected in the course of or in connection with providing the Services or Deliverables for (i) our own internal purposes, as part of our own databases and for purposes connected with its business, including for purposes of establishing industry norms, conducting case studies and industry; or (iv) as required by law or legal process. Kantar grants Client a worldwide, non-sublicenseable, non-transferable, royalty free license to Kantar Materials incorporated in the Deliverables or otherwise necessary for Client to use the Services and Deliverables solely for (i) internal purposes and not for publication or other distribution or communication to the public (unless expressly authorised in writing by us); and (ii) solely for the purposes of the relevant project and in the manner envisaged by the Proposal. All other rights in and to the Kantar Materials and Multi-Customer Services are expressly reserved by Kantar.
9.7. Except as otherwise set out in this section, you shall, upon receipt by us of full payment for the Services and Deliverables under the applicable Proposal, be the sole and exclusive owner of all right, title and interest in and to the Deliverables, including all IPR therein. You will be entitled to use the Deliverables for your bona fide and proper internal business purposes. You will not publish or disclose the Deliverables to any third parties in any manner which exaggerates or misrepresents the data provided by us or in a manner likely to harm our reputation.
9.8. We shall be entitled to list you as our client in marketing and/or promotional material, and to use your name, trademarks, logos, or slogans with your prior written consent.
10. DATA PROTECTION
10.1. The Parties represent, warrant and covenant to cause their employees and/or agents to, abide by and comply with any and all applicable international, national, federal, state and/or local laws, rules, regulations, requirements, statutes, codes, including but not limited to the GDPR and any amendments thereto, in connection with collection, storage, maintenance, processing, use and/or disclosure of Personal Data.
10.2. The Parties agree to implement all appropriate technical and organisational security measures in order to protect Personal Data (as defined in the GDPR) against accidental or unlawful destruction, against unauthorized or unlawful disclosure or access, and against accidental loss, alteration, or damage, including as appropriate: encryption and pseudonymization, the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services, the ability to restore access to personal data in the event of an incident and processes for testing and assessing the effectiveness of the measures.
10.3. You will not collect, or attempt to collect, any Personal Data from a market research participant (“Participant Personal Data”) without our written authorisation.
10.4. If you will receive Personal Data for an agreed Purpose as outlined in the applicable Proposal, you will:
a) Use the Participant Personal Data solely for market research purposes;
b) Not use or disclose the Participant Personal Data for any other purpose;
c) Not use such information to recruit, or attempt to recruit, any participant into any other market research activities, unless this forms an integral part of the Services we deliver to you in the applicable Proposal;
d) Not disclose Participant Personal Data to any third party without our prior written authorisation;
e) Destroy Participant Personal Data upon the completion market research activities for which you received the Participant Personal Data, or at the end of the applicable retention period;
f) notify us within 24 hours should any suspected or actual breach of Participant Personal Data occur;
g) notify us within 24 hours should you receive any requests from data subjects requests.
11. DELIVERABLES
11.1. We will provide the Deliverables with reasonable skill and care in accordance with the specification contained in the Proposal, and in accordance with our quality control policies and ISO 20252.
12. RETENTION
12.1. We will retain records relating to Services performed under this Agreement and the relevant Proposal for the retention periods outlined in the table below, unless otherwise agreed in writing between the Parties.
|
Market Research Materials |
Two (2) years from the conclusion of a project |
|
Records of incentive payments made to participants |
Two (2) years from the conclusion of a project |
|
Participant survey responses, interview transcripts |
One (1) year from the conclusion of a project |
|
Participant audio or video recordings |
Three (3) months from the conclusion of a project |
12.2. We may retain copies of such records beyond the retention periods outlined above within electronic back-up, archival, disaster recovery or business continuity systems, or other similar types of data storage devices or systems. Where this is the case, such records will only be accessible to individuals on a need-to-know basis and they will be subject to longer retention periods, based on our applicable information security policies.
13. FORCE MAJEURE
13.1. Except for any payment obligations, if a Party (the "Affected Party") is unable to carry out any of its obligations under this Agreement due to conditions beyond its reasonable control, including, but not limited to, fires, storms, riots, strikes, disease, shortages of materials, lock-outs, wars, floods, civil disturbances, terrorism, governmental control, restriction or prohibition whether local or national, network failures, labour disputes, cyber-attacks, and malicious acts of third parties (“Force Majeure”), this Agreement or any Proposal (as applicable) shall remain in effect but the Affected Party's relevant obligations under this Agreement and the corresponding obligations of the other party ("Non-Affected Party") under this Agreement shall be suspended for a period equal to the circumstance of Force Majeure provided that:
a) the suspension of performance is of no greater scope than is required by the Force Majeure;
b) the Affected Party immediately gives the Non-Affected Party prompt written notice describing the circumstance of Force Majeure, including the nature of the occurrence and its expected duration, and continues to furnish regular reports during the period of Force Majeure and notifies the Non-Affected Party immediately of the cessation of the Force Majeure;
c) the Affected Party uses all reasonable efforts to remedy its inability to perform and to mitigate the effects of the circumstance of Force Majeure; and
d) as soon as practicable after the event which constitutes Force Majeure the parties discuss how best to continue their operations as far as possible in accordance with this Agreement.
13.2. If an event of Force Majeure continues for a period in excess of one (1) month, the Non-Affected Party may give written notice to terminate this Agreement forthwith to the Affected Party.
14. LIABILITY
14.1. We shall indemnify, defend and hold you harmless from and against any and all third party claims, lawsuits, actions, liabilities, and expenses (including taxes, fees, fines, penalties, interest, reasonable expenses of investigation and attorneys’ fees and disbursements) as incurred (collectively “Damages”) arising out of or in connection with: (i) any claim that: the our Deliverables as provided by us to you and your authorised use of the Deliverables infringes, misappropriates or violates a party’s or other entities IPR; or (ii) any breach of any obligation for which we are responsible as employer of our employees.
14.2. You shall indemnify, defend and hold us harmless from and against any and all Damages directly or indirectly arising out of or in connection with any claim that: (i) the Market Research Materials provided by you to us and our authorised use of the Market Research Materials infringes, misappropriates or violates a party’s or other entities IPR; (ii) any breach of any obligation for which you are responsible as employer of your employees; or (iii) any breach arising from your or your personnel’s use of the Services or Deliverables for a different purpose or outside the terms of this Agreement.
14.3. Liability under this indemnity clause is conditional on the Indemnitee complying with this Section. If an indemnified party (“Indemnitee”) seeks indemnification under this Agreement, the Indemnitee shall (i) give prompt notice to the indemnifying party (“Indemnitor”) of a claim and the Indemnitor shall assume the defense of such claim; (ii) grant authority to Indemnitor to defend or settle any related action or claim and (iii) provide at Indemnitor’s expense, such information, co-operation and assistance to Indemnitor as may be reasonably necessary for Indemnitor to defend or settle the claim or action. An Indemnitee’s failure to give prompt notice shall not constitute a waiver of the Indemnitee’s right to indemnification and shall affect Indemnitor’s indemnification obligations only to the extent that Indemnitor’s rights are materially prejudiced by such failure or delay. Indemnitee may participate, at its own expense, in any defense and settlement directly or through counsel of its choice and Indemnitor shall not, without the prior written consent of the Indemnitee, enter into any settlement agreement on terms that would diminish the rights provided to the Indemnitee or increase the obligations assumed by the Indemnitee under this Agreement.
14.4. Nothing in this Agreement shall exclude or limit either Party’s liability in respect of any claims:
a) For death or personal injury caused by the negligence of such Party;
b) Resulting from any fraud, including fraudulent representation made by such Party;
c) For which liability may not otherwise lawfully be limited or excluded;
14.5. Notwithstanding the above, neither Party will be liable to the other Party (or to any person or entity claiming through the other Party) for any special, incidental, indirect, consequential, exemplary or punitive damages or any lost profits, loss of goodwill, loss of business, loss of revenue or loss of anticipated savings arising out of or in any manner connected with this Agreement or the subject matter hereof, regardless of the form of action and whether or not such party has been informed of or otherwise might have anticipated the possibility of such damages. In no event shall our aggregate liability arising out of or relating to this Agreement regardless of the basis (including breach of contract, tort (including negligence) or otherwise) on which a party is entitled to claim damages from the other Party exceed the cumulative payments received or due to us from you under the relevant Proposal in the twelve (12) month period immediately preceding the event that triggered such liability.
15. RESTRICTIONS
15.1. For the duration this Agreement and for one (1) year thereafter, the Parties agree that they will not, directly or indirectly, solicit for employment, commission, or entice away from the other Party any employee of the other Party who becomes known to the Party in connection with the Services performed under this Agreement, other than pursuant to general solicitations for employment not directed at employees of the other Party.
16. ANTI-BRIBERY AND CORRUPTION
16.1. The Parties hereto agree that the Parties may are subject to the provisions of the Foreign Corrupt Practices Act, 15 U.S.C. §78dd-2 (the “FCPA”) and the UK Bribery Act 2010 (the “UKBA”). RONIN agrees, for itself, its group companies, associates and each of their respective directors, employees, agents and intermediaries or any party that is carrying out a service under this Agreement (each an “Associated Person”), that in relation to the provision of the Services, it will not, and will not permit or suffer any Associated Person to, directly or indirectly, offer, promise or give a financial or other advantage (including paying any money or thing of value), to any person or corporate entity, whether public or private (including without limitation to any official of the government of any nation or political subdivision thereof, or any of their agencies, instrumentalities, corporations or ventures, or to any political party, official thereof, or any candidate), for the purposes of influencing the acts, omissions or decisions, of such person in violation of their lawful duty or inducing them to exercise their influence to affect or influence any act or decision (including the improper performance of any function) of any person, business or government or to obtain or retain business for the Client.
16.2. RONIN also agrees, for itself and each Associated Person, that it will not, and will not permit or suffer any Associated Person to, directly or indirectly, request, agree to receive or accept a financial or other advantage (including accepting any money or thing of value), in violation of his/her or its lawful duty or inducing him/her or it to exercise his/her or its influence to affect or influence any act or decision (including the improper performance of any function) of him, her or it or to obtain or retain business for any Party to this Agreement.
16.3. Moreover, before making payment of any money or thing of value on behalf of, or with funds directly or indirectly received from you, the parties hereto will make such inquiry as the circumstances may indicate is prudent into the immediate recipient and any ultimate recipient or beneficiary of such payment in order to fully understand to whom and for what purpose such money or thing of value is being applied on your behalf.
16.4. Should we become aware of a possible violation of the FCPA or the UKBA, or of the facts and circumstances from which a prudent person could conclude that further inquiry is necessary to determine whether such a violation has occurred, is occurring or is likely to occur, we will give you immediate notice of such violation, facts or circumstances, and will cooperate fully, and direct all agents, employees and others you may retain or direct in connection herewith, to cooperate fully, with any inquiry, audit or investigation you may conduct.
16.5. As part of our internal measures to ensure compliance under this Agreement, we shall implement and maintain policies and procedures to assess the risk of, monitor, and prevent the breaching of the FCPA and UKBA by us or any of our Associated Persons. Such policies and procedures shall be made available for immediate inspection upon your written demand and failure to implement policies and procedures which are, at your sole discretion, adequate shall be deemed a material breach of this Agreement.
16.6. We agree that if we hire or contract with any consultants or other third parties to supply services in relation to this Agreement, such that the third parties would be an Associated Person, we shall ensure that all such persons have in place a policy in relation to compliance with the FPCA and UKBA or shall comply with our policies.
17. MISCELLANEOUS
17.1. The obligations in this Agreement which by their nature survive termination or expiration of this Agreement shall so survive, including without limitation, the ownership rights, the confidentiality obligations, each party’s indemnity obligation and the limitations of liability sections of this Agreement.
17.2. Any contractual notice given hereunder shall be in writing by certified mail; not by email, provided however that non-contractual consents and approvals required may be requested and given by email communication.
17.3. If any provision of this Agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect or impair: (i) the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or (ii) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.
17.4. No term of this Agreement shall be enforceable by a third party.
17.5. Each Party shall be and act as an independent contractor and not as a partner, joint venture or agent of the other in such Party’s performance hereunder.
17.6. We represent and warrant that we shall perform the Services:
a) in compliance with ISO 20252:2019 and ISO 27001:2013;
b) in compliance with applicable industry codes of conduct and standards, including, without limitation, the UK Market Research Society (MRS) Code of Conduct, the British Healthcare and Business Intelligence Association (BHBIA) Legal & Ethical Guidelines, the and Interviewer Quality Control Scheme (IQCS), the ICC/ESOMAR International Code, the US Insights Association (IA) Code of Standards, and, where the work is being carried out by RONIN’s German subsidiary RONIN Research GmbH, the relevant standards from ADM e.v. and BVM, the German market research associations; and
c) in a timely, competent and professional manner, and in accordance with the specifications and requirements of the applicable Proposal and this Agreement.
18. DISPUTES AND GOVERNING LAW
18.1. The Parties agree to use their best efforts to negotiate in good faith and settle amicably any dispute arising under, out of, or in connection with this Agreement.
18.2. In the event of a dispute each Party will nominate one of its directors to meet promptly with a director of the other Party to attempt in good faith and with all due diligence to resolve the dispute.
18.3. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).