Client Special Terms and Conditions

Introduction

 

These Vocal Views Ltd Terms and Conditions and together with any applicable Work Instruction, Order, Purchase Order (“WIOPO”) and any attachments appended thereto constitute the Agreement between Vocal Views Ltd and Supplier (“Agreement”).

 

DEFINITION

  1. “Agreement” shall mean this agreement including any order purchase order ect

WIOPO agreed by the Parties or referenced herein.

  • “Client” shall mean the end user who has requested the combination of the services, goods and
  • “Party” means Client or Vocal Views
  • “Parties” means Client and Vocal Views
  • “Services” means the services, including any Deliverables, that the Client has

agreed to provide under this Agreement.

  • “Supplier” shall mean the entity or person which has signed or agreed any WIOPO which these TC’s relate to as the recipient of the services which are described in any WIOPO (Work Instruction, Order, Purchase Order)
  • “MRS” means Market Research
  • “ESOMAR” means World association for market, social and opinion research
  • “TDI” means Tele-Depth interviews: one on one qualitative interviews conducted via telephone conference
  • “OIDI” means Online In-Depth interviews: one on one qualitative interviews conducted via online platforms utilizing either webcams or webchat
  • “OFG” means Online Focus Groups: group discussion qualitative interviews conducted via online platforms utilizing either webcams or webchat formats.

 

TERMS OF AGREEMENT

  1. Terms of Agreement

 

2.1 The costs quoted are based on the research design and services set out in the Client’s specification.

 

  • Should any information provided in the specification be incorrect or should any changes be made at the Client’s request Vocal Views Ltd reserves the right to make adjustments to the

 

  • The project is commissioned, and work commences, after written acceptance of the quotation or estimate from the Client. Commissioning from the Client in writing is deemed to be acceptance of these terms of business set forth by Vocal Views Ltd providing it refers to a quote communicated from Vocal Views

 

  • Quotations are valid for 90 days from date of issue. Vocal Views Ltd reserves the right to revise quotations after this

 

PAYMENTS

  • Unless expressly agreed in writing, Vocal Views Ltd will invoice 60% of the estimated total project fees at

 

  • If work is scheduled to commence more than one week after commissioning of the project, the initial invoice will be raised 7 days prior to commencement

 

  • The initial invoice is due upon receipt of invoice. The remaining 40% will be invoiced after project completion, due 30 days from invoice date for EU and 60 days US/ Worldwide.
  • Invoices not paid to the appropriate terms will be subject to a late payment charge of the lesser of 2% per month or the highest rate permitted by

 

  • Fees will be invoiced in the currency indicated on the quote, and are exclusive of any applicable local taxes, which will be charged in addition where appropriate. Vocal Views Ltd reserve the right to stop fieldwork if payment of initial invoice is

 

DIVISIBILITY

  • Vocal Views Ltd exercise its rights to invoice by installments at commencement of project fieldwork and after completion unless otherwise agreed by both parties in writing as part of the order acceptance process prior to project

 

  • When Vocal Views Ltd exercise its right to invoice by installments in accordance with clause 4.1, then any delay in the provision of such services, or failure to deliver any further installment or installments, shall not entitle the Buyer to reject the contract or the service of any other installment or to withhold payment in respect of any installment previously

 

 

INTERNATIONAL COURIER FEES

5.1. International courier fees are not included in any quote, and will be passed on at cost.

 

CODE OF PRACTICE

6.1. The project shall be carried out in accordance with the rules and regulations established by ESOMAR and the MRS International Code of Marketing & Social Research Practice.

 

QUALITY CHECKS

7.1. Vocal Views Ltd adheres to validation / monitoring policy of a minimum of 10%.

 

EXECUTION OF THE PROJECT

  • All statements given in writing to the Client during the execution of the contract are made in good faith on the basis of the best information available to Vocal Views Ltd at the time.

 

  • Vocal Views Ltd has the right to have certain work carried out by third

 

FORCE MAJEURE

Vocal Views Ltd will carry out the project and deliver the results in accordance with the timing quoted, but will not be liable for delays or other failure to perform its obligations which arise from an act or event beyond Vocal Views Ltd’s reasonable control (including, but without limitation, strikes, postal/communication delays, industrial action, fire\accident, governmental act, natural catastrophe or any other act or event beyond the control of Vocal Views Ltd).

 

CLIENT CONFIDENTIALITY

  • Vocal Views Ltd undertakes not to disclose the Client’s identity, the results, or any information obtained in confidence regarding the business of the

 

  • All Vocal Views Ltd employees, subcontractors and agents are under professional obligations of

 

  • All work carried out adheres to the EU directive on data protection, and the MRS Code of Conduct.

 

  • All data collected will be protected under Data Protection Directives specific to each country and region (eg EU Data Protection Directive 1995, EU-US Safe Harbor Principles, HIPAA, PIPEDA and P-Mark).

 

  • All data obtained from the project will remain the property of the Client, and will not be used by Vocal Views Ltd for any other purpose or to be provided to any person other than the Client; except with the Client’s written

 

  • Any Database supplied by the Client should be notified to Vocal Views Ltd under the DPA for Market Research

 

RESPONDENT CONFIDENTIALITY

  • Marketing research interviewing involves the expressed or implied promise of confidentiality and anonymity for the respondent and the respondent’s individual

 

  • Respondent’s specific identity, including names, company names, addresses, telephone/fax numbers, and email addresses, is confidential and protected information,

 

  • All reasonable precautions will be taken to avoid embarrassing them, or being re- contacted by the Client or third parties for additional interviews or marketing purposes, without the respondent’s

 

  • The research data and results (except in the case of syndicated and \or multi-Client projects where the same data is available to more than one Client) will become the copyright and property of the Client upon payment of the fees when due

 

  • In following the MRA and EphMRA privacy guidelines: In the event that respondent information is provided to the client respondent’s details may only be used for the expressed purpose of the project. Respondents may not be recontacted for any purpose without expressed consent from the respondent and Vocal Views

 

LIABILITY

  • The Client has the right to a rectification of data, which is not supplied in a legible form or, in the case of electronic data, in a readable format for reasons other than any program

 

  • This right is subject to the transmission of a written request to Vocal Views Ltd within 10 days of receipt of the

 

  • Vocal Views Ltd is not liable for damage of any nature caused by itself on the strength of incorrect and\or incomplete information provided by the Client, unless it was known to Vocal Views Ltd at the time of supply that it was

 

  • All damages to or relating to testing materials made available to Vocal Views Ltd are for the Client’s account.

 

  • The Client assumes liability for all test products made available by the Client to Vocal Views

 

  • The Client shall indemnify Vocal Views Ltd against all claims, demands, proceedings, actions, damages, costs, expenses and any other liabilities in respect of, or arising out of, the provision of the Services or materials in relation to the injury or death of any person, or loss of or damage to any property including property belonging to Client or Clients’ customer.This does not apply to the extent that such injury, death, loss or damage arises out of the act, default, or negligence of Vocal Views Ltd or its

 

  • Neither Party shall be liable for any loss of profit, loss of use, loss of production, loss of contracts or for any indirect, incidental or consequential damage that may be

 

  • Except as provided in clause 12.9, Vocal Views Ltd’s total liability in respect of any one default under a WIOPO shall not exceed the total amount being paid for the fee of the entire project. If a number of defaults give rise to substantially the same loss or are attributable to the same or similar cause, then they shall be regarded as giving rise to

 

only one claim. Vocal Views Ltd will be afforded a reasonable opportunity to remedy any such default.

 

  • The above clauses shall have no application to any liability for death or personal injury or any other liability for which exclusion or restriction is prohibited by law or to liability arising as a result of fraud on Vocal Views Ltd’s

 

INCIDENCE

13.1. Where the incidence rate of a project falls below that quoted or specified in the Client’s request for bid, whichever is more recent, costs for sample and fieldwork are subject to increase. Timing is also likely to be affected in this case.

 

SUB-CONTRACTORS

14.1. If required to complete a study, Vocal Views Ltd may engage third party sub- contractors. The identity of any sub-contractors will be shared upon request in accordance with industry guidelines.

 

APPLICABLE LAW

15.1. This Agreement is governed by, and is to be construed in accordance with English Law and the Parties submit to the exclusive jurisdiction of the court of England and Wales, United Kingdom.

 

PERMITS/LICENSES:

16.1. If and to the extent Supplier requires any licenses, permits, registrations or other authorisations of any governmental or semi-governmental body, agency, or organization in connection with the execution of Services pursuant to this Agreement or any WIOPO, Supplier undertakes to obtain such licenses, permits, registrations and other authorisations and Supplier undertakes to indemnify and hold Vocal Views Ltd harmless from and against any claims of such governmental or semi-governmental bodies, agencies or organisations or of any other third parties relating to the omission of Supplier to obtain such licenses, permits, registrations and other authorisations.

 

INTERNAL QUALITATIVE OFFERING

  • Vocal Views Ltd can currently provide internal solutions for the following markets: Algeria, (Tele-Depth Interview “TDI” in French Only), Belgium, Brazil, China, France, Germany, Hong Kong, India, Italy, Japan, Mexico, Morocco (TDIs in French Only), Russia, South Korea, Spain, Sweden (TDIs and Online In-Depth Interview “OIDI” Only), Tunisia (TDIs in French Only), UK and

 

  • Vocal Views Ltd’s ability to accept work in these markets is subject to feasibility and

cultural standards of Market Research.

 

  • Vocal Views Ltd reserves the right to alter its internal offering without

 

EXTERNAL QUALITATIVE OFFERING

  • Vocal Views Ltd is willing to coordinate work with externally sourced partners in the following markets: Argentina, Australia, Canada, Malaysia, Philippines, Poland, Singapore, Turkey and

 

  • Vocal Views Ltd is only willing to provide these coordination and management services in the event that the externally sources countries are being run in conjuncture with additional internally sourced

 

  • Vocal Views Ltd reserves the right to alter its external offering without

 

INTERNAL VS. EXTERNAL CANCELLATIONS

  • In the event a project is commissioned containing internally and externally sourced countries and the Client elects to cancel all internally sourced countries: overall feasibility may be

 

  • If the cancellation of internal countries affects the overall viability of the project, Vocal Views Ltd reserves the right to charge full cancellation fees as outlined within these terms and

 

TRANSLATION OF MATERIALS

  • Translation of Materials includes one screener and one discussion guide. If these documents contain more than the word counts listed below by length of interview, additional costs may occur (e.g. €17/£14/$23 per extra 100 words for the following languages: Dutch, Flemish, French, German, Italian, Portuguese, Russian, Spanish. All other languages will be evaluated ad hoc).

 

  • Length of Interview – Maximum Word Count

 

  • 15 Minute Individual Interviews – 2000 words

 

  • 30 Minute Individual Interviews – 3000 words

 

  • 90 Minute Individual Interviews – 5000 words

 

  • 150 & 180 Minutes Focus Group Interviews – 5000 words

 

  • 5-day Online Bulletin Boards (assuming 30 minutes of activity per day) – 5000 words

 

  • All Other Length of Interviews (unless specified at the bidding stage) – 4000 words

 

  • Translation of Screener costs assume a single screener, maximum word count of 1000

 

  • Revision of Translation of Materials – Any changes made after completion of translation of screener and/or discussion guide will be charged by the hour regardless of language. The rates will be applied as follows depending upon currency:

£30/€40/$50/hour

 

  • Translation of Materials and Translation of Screener costs assume a maximum word count (as detailed above).

 

  • If the materials provided for translation are longer than maximum word count, additional costs may

 

  • Clients must approve all translated documents before Vocal Views Ltd can proceed with recruitment and/or

 

PATIENTS REFERRALS FEES

21.1. Patients referrals fees are used to pay incentives, including but not exclusive, to physicians, nurses and pharmacists for each patient they refer, to post ads for patients, for donations to patient associations for assistance with recruitment, and for further assistance with patient recruitment.

 

WEBCAMS

22.1. WebCam fees include the webcam equipment and the shipping fees associated with delivering the webcam equipment to the respondent. Webcams cost are provided per unit as an optional fee in all bids for OIDI and OFG and will be charged for each respondent requiring a webcam in order to take part to the interview/Group.

 

CLIENT OBSERVATION PLATFORM

  • These are conference lines used to listen to TDI’s in real time. Clients will be able

to hear all interaction between the respondents and the moderator.

 

  • Clients will not have the ability to interrupt the

 

  • Costs for Client Observation Platforms assume up to 3 lines of observation unless otherwise specified at the bidding stage. If additional lines are required beyond this, they can be arranged at an additional fee per

 

23.4 Client Observation Platforms are not available in all markets, per privacy regulations.

 

CHANGES, DELAYS, POSTPONEMENT & CANCELLATION

  • In the event of cancellation, rescheduling or postponement of a project commissioned, a fee may be charged to cover the costs of the project set-up, all work undertaken and commitments made up to the time of receipt of formal notification or the cancellation.

 

  • In the event of project specification changes, delays, and/or rescheduling, Vocal

 

  • In the event that a study is cancelled, rescheduled or postponed Vocal Views Ltd reserves the right to charge for full set up costs, the full number of interviews that have been completed, as well as recruitment of all interviews that have been

 

  • Incentives will also be paid out within the following schedule below in accordance with the MRS stipulations. Vocal Views Ltd reserves the right to increase or adjust incentives paid to respondents upon cancellation or rescheduling from the below schedule if it is deemed necessary in order to maintain respondent

 

  • Cancellation Period – Incentive Paid

 

  • Greater than 72 hours before interview – No incentive will be paid

 

  • 24-72 hours before interview – 50% of agreed incentive

 

  • Less than 24 hours before interview – 100% of agreed incentive

 

RESCHEDULING

  • Vocal Views Ltd reserves the right to charge rescheduling fees if a Client has requested scheduled interviews to be postponed/rescheduled.

 

  • Costs may also include cancellation fees if these alterations require Vocal Views Ltd to cancel an appointment with a respondent who is unable to

 

  • Additionally, rescheduling fees may include any cancellation fees incurred by third parties contracted to provide services for scheduled

 

FACILITY FEES

  • Facility cancellation and rescheduling fees will depend upon the facility booked. Vocal Views Ltd reserves the right to charge for the full cancellation and rescheduling fees based on the facility’s terms and

 

  • Facility costs do not include DVDs, catering, or shipping fees. These items are charged separately. Facility costs do include video recording with MP3

 

  • Items included in facility costs include (but are not limited to) viewing rooms, printing and photocopies in black and white up to 100

 

  • Client parking and any special requests (such as additional monitors or props) are not included in facility costs and may incur extra

 

  • Facility costs and fees assume the use of facilities of Vocal Views Ltd’s local partners. If these facilities are not available at the time requested for research, then Vocal Views Ltd reserves the right to adjust costs based on use of different

 

MISCELLANEOUS FEES

  • All costs for studies using Client respondent lists assume the list will provide sufficient sample with adequate information for each respondent (first name, surname, Hospital/practice, specialty, phone numbers and/or email addresses).

 

  • If this is determined to be untrue for list using client respondents, Vocal Views Ltd reserves the right to adjust costs, timelines and

 

 

ONLINE PLATFORM FOR OIDIS AND OFGS

  • OBB interviewing platform costs assume basic text chat format bulletin board. If Client requires additional features (such as webcam responses, mobile journaling, and/or mark up tools) can be provided for an additional fee.

 

  • Vocal Views hosting fees are always an itemised fee.

 

  • If Vocal Views Ltd is providing moderation, we assume we will also provide

 

  • If Vocal Views Ltd is only recruiting, hosting is not included unless otherwise stated at the bidding stage.

 

  • Hosting fees include Vocal Views Ltd providing an online interviewing platform appropriate to the online methodology

 

  • Vocal Views Ltd reserves the right to enlist a third party in order to provide this service.

 

  • Hosting fees include a basic training session; however it does not include programming or uploading the discussion guide to the online

 

MODERATOR BRIEFING/DEBRIEFING

  • Moderation costs do not include any debrief time between the Client and the moderator. This will always be charged separately and is not included by default unless otherwise stated at the bidding stage.

 

  • Moderation costs include a moderator briefing up to 45 minutes. Vocal Views Ltd reserves the right to charge for any briefings exceeding 45

 

OVER RECRUITMENT IN CENTRAL LOCATION

  • Over recruitment has been included where it is industry

 

  • If the over recruited respondents arrive at the Central Location for interviews, they must be

 

  • It is then the Client’s discretion if the respondent will participate in the

 

  • In the circumstance of In-Depth Interviews in Central Location, if the Client chooses to allow over recruited respondents to participate in the interview then moderation, deliverables and simultaneous translation costs may be

 

30.5 If all targets are recruited to the requested quota, client will be charged recruitment for all completed interviews and over recruitment. In addition, the client will be charged incentives for all respondents who arrived for interviews.

 

OVER RECRUITMENT FOR ONLINE STUDIES

  • Over recruitment has been included where it is industry

 

  • If the over recruited respondents participate in the online study, they must be incentivized.

 

  • In the circumstance of Online In-Depth Interviews, if the Client chooses to allow over recruited respondents to participate in the interview then moderation, deliverables and simultaneous translation costs may be

 

  • In the circumstance of Online Focus Groups and Online Bulletin Boards, if over recruited respondents arrive, they must be

 

  • If all targets are recruited to the requested quota, the client will be charged recruitment for all completed interviews and over recruitment. In addition, the client will be charged for incentives for all respondents who arrived for interviews, focus groups or bulletin

 

ENGLISH SPEAKING RESPONDENTS

  • In countries where English is not the native language, Vocal Views Ltd cannot guarantee the level of English spoken by

 

  • Clients should be aware that respondents may have an accent when speaking English as a second language and/or may not be able to answer to questions or express opinions in a clear and detailed manner.

FOCUS VISION

  • Focus Vision is not guaranteed at a facility unless otherwise discussed during the bidding

 

  • Fees associated with these services are charged directly to the Client by Focus Vision and are not included within facility or video recording

 

DELIVERABLES

  • Deliverables (including but not limited to: Content Analysis, Topline Reports, Summary Reports, Full Reports, and Transcripts, oral debrief) costs will be confirmed upon receipt of a

 

  • If deliverables requested turn out to be different from those requested in the accepted quote, Vocal Views Ltd reserves the right to adjust costs

 

  • If no template is provided, Vocal Views Ltd can develop a template for the Client for an additional fee. Unless otherwise discussed during the bidding stage, transcripts are assumed to be full, verbatim

 

  • Costs for transcripts in English or in Native Language for Focus Groups assume that labeling and identifying of individual respondents is not necessary. If this is necessary, Vocal Views Ltd reserves the right to adjust costs

 

  • Costs for transcripts in English or Native Language for Online Focus Groups are only valid for WebCam methodologies and will not hold for text chat

 

  • Unless specifically requested at the bidding stage, costs for transcripts, content analysis and reports do not include adverse events reporting. Should this additional service be necessary, costs and timing may be

 

SIMULTANEOUS TRANSLATION FOR TDIS, OIDIS AND OFGS

  • Vocal Views Ltd requires a minimum of 3 days set up time for all TDIs, OIDIs and OFGs requiring simultaneous translation. If the client or respondent requests an interview to be rescheduled with less than 3 days’ notice, Vocal Views Ltd cannot guarantee an appropriate translator will be available for the new interview

 

  • Simultaneous Translation for all TDIs, OIDIs and OFGs is a technically difficult process. Vocal Views Ltd cannot guarantee the smooth execution of the interview and the simultaneous translation. If technical difficulties arise that lead to a loss of connection resulting in the client being unable to hear the simultaneous translation, Vocal Views Ltd must proceed with the scheduled interview. Vocal Views Ltd can then provide an asynchronous translation file of the interview to the client within 24 hours of the interview (for a discounted additional fee).

 

  • Simultaneous translation costs do not include a simultaneous translator

 

  • Vocal Views Ltd assumes a simultaneous translator briefing is not required unless otherwise specified during the bidding process.

 

35.4 Simultaneous Translation costs assume the use of land lines for conferencing purposes. If cell phones are required additional fees will apply.