TERMS AND CONDITIONS OF BUSINESS
1. DEFINITIONS
1.1 “Client” means the person or persons, firm or company who has contracted to purchase the Services from The Conservatory (Central) Limited.
1.2 “Contract” means the contract made between The Conservatory (Central) Limited and the Client for the provision of the Services.
1.3 “Services” means the services and all work and things to be done and provided by The Conservatory (Central) Limited, including the hire of any Venue, under the Contract.
1.4 “Fees” means the sum, price or rates to be paid by the Client to The Conservatory (Central) Limited for the provision of the Services.
1.5 “Respondent” shall have the same meaning as defined by the Market Research Society Code of Conduct.
1.6 “Venue” means any premises including all ancillary equipment to be hired or supplied by The Conservatory (Central) Limited to the Client as part of the Services.
1.7 “Data” means all personal data that (i) identifies or can be used to identify contact or locate a natural person, or (ii) pertains in any way to an identified natural person. It includes obvious identifiers (such as names, addresses, email addresses, telephone numbers and identification numbers) as well as biometric data and “personal data” (as defined in the GDPR).
2. PROPOSALS
2.1 Provision of a Proposal does not constitute an agreement that The Conservatory (Central) Limited will provide the Services.
2.2 Proposals provided by The Conservatory (Central) Limited to the Client are valid for a period of two calendar months from the date of issue. The Conservatory (Central) Limited reserves the right to revise quotations and estimates after this date.
2.2 The Conservatory (Central) Limited bases the Fees quoted upon information provided by the Client. Should this subsequently appear to be incorrect, The Conservatory (Central) Limited shall be entitled to amend the Fees to take account of any resulting additional costs.
2.3 The quoted Fees are exclusive of Value Added Tax (VAT); where required by law any VAT will be charged in addition to the Fees.
2.4 Proposals are made in Great British Pounds (GBP) unless otherwise stated.
3. CONTRACT
3.1 These terms and conditions, together with the attached proposal/specifications and Booking form shall constitute the entire Contract between The Conservatory (Central) Limited and the Client. The Contract supersedes all prior oral or written agreements understanding or arrangements relating to the subject matter of this Contract.
3.2 These terms and conditions shall not be amended, modified, varied or supplemented except as agreed in writing and signed by duly authorised representatives of the parties.
3.3 The Contract will only be valid if confirmed by completing The Conservatory (Central) Limited Booking Form and returning it by email at least 48 hours prior to the Services taking place.
4. VENUE
4.1 The Conservatory (Central) Limited shall ensure that the Venue meets the minimum standards of the Venue Facilities Association. However, notwithstanding the aforesaid, the Client shall be deemed to have examined the Venue in order to ascertain that it is suitable for the purpose intended, and therefore where a Venue fails to meet the minimum standards of the Venue Facilities Association or as stated elsewhere in the Contract, no claim will be allowed from the Client on the grounds that the venue is unsuitable.
4.2 The Client shall be entitled to have access to the Venue on the dates and time specified in the Contract and shall vacate the Venue by the specified end date and time of the hire period. Any additional hour(s), whether before or after the agreed hire period, will be charged at the standard hourly rate.
4.3 The Conservatory (Central) Limited can offer free parking to the Client subject to availability.
4.5 The Client shall observe any rules and regulations ascertaining to the use of the Venue, and shall not enter or trespass on any premises adjacent to the Venue, and shall ensure that any individual(s) brought into the Venue comply with such rules and regulations etc.
5. INCENTIVES
5.1 All incentives are to be supplied in cash by the Client, unless otherwise arranged.
5.2 If The Conservatory (Central) Limited is to provide incentives for a research, a 15% charge of the total incentives monies will be charged.
5.3 The Conservatory (Central) Limited can only provide incentives if agreed on the Contract.
6. CATERING
6.1 Unless otherwise agreed in advance, only catering provided by The Conservatory (Central) Limited may be consumed on the premises.
6.2 Catering and additional charges are made in accordance with information completed on the Booking forms, or provided in writing, by email, at least 48 hours prior to the booking taking place.
6.3 The Conservatory (Central) Limited must be informed of any changes in terms of catering requirements, and additional cost may apply.
7. TERMS OF PAYMENT
7.1 Terms of payment are 30 days from the date of invoice and are subject to VAT where required by law.
7.2 Invoices shall be paid in the currency in which they are issued.
8. POSTPONEMENT OR CANCELLATION OF CONFIRMED BOOKINGS
8.1 All cancellations/postponements must be made by the Client to The Conservatory (Central) Limited in writing, by post or email, to the details below, in addition to a telephone message. In the event of such, the Client shall pay The Conservatory (Central) Limited a percentage of the Fees calculated as follows:
(i) for 0 to 4 working days notice of 100% of the Fees.
(ii) for 5-10 working days notice 50% of the Fees.
8.2 The use of the words “working days” should be defined as a full day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
8.3 All incidental expenses, hire of suppliers/facilities incurred prior to postponement/cancellation will be charged in full.
9. STATUS AND CONFIDENTIALITY
9.1 As per the Contract, The Conservatory (Central) Limited will only act as Data Processor. As a result, it is intended that the Data Processor shall only act and handle Data under the instructions of the Data Controller.
9.2 Information relating to respondents will remain the property of the Client.
9.3 The Client shall remain the Data Controller.
9.4 As far as data handling is concerned, The Conservatory (Central) Limited shall only act a Data Processor, and not a Data Controller.
9.5 As a Data Processor, The Conservatory (Central) Limited will only use respondents lists to confirm attendance. Such lists provided by the Client and/or Data Controller to the Data Processor will be deleted systematically 24 hours after the research.
9.6 Mp3/Mp4 recordings shall only be provided to a named individual and transferred only using a secure transfer GDPR compliant mechanism.
9.7 After research, all material shall be securely destroyed or, upon written instruction of the Data Controller, returned to the Client.
9.8 Mp3/Mp4 will be systematically destroyed after confirmation of receipt by the Client.
10. LIMITATION OF LIABILITY
10.1 The Conservatory (Central) Limited shall not be liable for loss or damage arising through circumstances beyond their reasonable control.
10.2 Notwithstanding any other clause of the Terms and Conditions of Business, The Conservatory (Central) Limited shall not be liable to the Client for loss of profits or contracts or any other indirect or consequential loss, whether arising from negligence, breach of Contract howsoever.
10.3 In the event of recordings being unavailable (audio, video or digital) due to any malfunction of equipment, studio hire fees will be refunded for the period during which the recordings were unavailable, or an equivalent replacement booking will be offered.
10.4 In the event of a dispute arising from a booking, the maximum liability awarded by The Conservatory (Central) Limited shall be no more than the value of the studio hire fees for the booking.
11. STATUTORY OBLIGATIONS
11.1 Both parties shall in all matters arising in the performance of the Contract conform with all Acts of Parliament with all orders, regulations and by-laws made with statutory authority by Government, Departments or by local or other authorities that shall be applicable to the Contract.
11.2 The Conservatory (Central) Limited assumes that the Client will perform their research activities in line with current legislation and regulation, including all the current data protection laws, and specifically 2016/679, General Data Protection Regulation.
12. TEST MATERIALS
12.1 Where products, samples or materials of the Client are brought into a Venue, the Client shall be solely liable for any damages, loss, expenses, injury, or inconvenience caused by such products, samples or materials whether to The Conservatory (Central) Limited or any third party (including any Respondent), and shall indemnify and keep indemnified The Conservatory (Central) Limited against all claims, demands, proceedings, damages, costs, charges and expenses or whatsoever nature in the respect thereof of in relation thereto, save for where such is wholly attributable to the negligence of The Conservatory (Central) Limited.
12.2 The Client shall be responsible for complying with any legislation relating to the Client’s products, samples or materials including the supply of any applicable COSHH, or equivalent certificates.
13. INDEMNITY AND INSURANCE
13.1 Both parties shall indemnify and keep indemnified the other party against injury (including death) to any person or loss of or damage to any property which may arise out of the act, default or negligence of the indemnifying party, and against all claims, demands, proceedings, damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto, provided that the indemnifying party shall not be liable for nor be required to indemnify the other party against any compensation or damages for or in respect of injuries loss or damage resulting wholly from any act, default or negligence on the other party.
13.2 Without limiting their responsibilities under the Contract both parties shall insure with a reputable insurance company against all loss of and damage to property and injury to persons (including death) arising out of or in consequence of their obligations under the Contract for a sum not less than £1,000,000.
14. CONSEQUENTIAL LOSS
14.1 Neither party shall be liable to the other party for special, indirect or consequential damages whether arising from tort (including negligence) breach of contract or however, or loss of profits, loss of good will or anticipated savings.
15. WAIVER
15.1 No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of the Contract shall either be or be deemed to be a waiver or in any way prejudice any right of that party under the Contract.
16. NO AGENCY OR PARTNERSHIP
16.1 Nothing in the Contract shall be deemed to constitute a partnership between parties and neither party shall have authority to act as agent of the other party, to contract on their behalf or to create a liability against them in any way or for any purpose.
17. RIGHTS OF THIRD PARTY
17.1 The parties agree that it is their intention that neither this Contract nor any of its terms should be enforceable by virtue of the contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
18. LAW
18.1 The Contract shall be governed by the Laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.