The terms governing the supply of Platform and Services by the Supplier to the Client shall be those set out and referred to in the written contract in place between the parties. In the absence of such written agreement, the following Terms and Conditions shall apply.

Definitions

The definitions and rules of interpretation in this clause apply to this Agreement.Agreement means these Terms and Conditions together with the terms set out in the Order.

Data Protection Legislation means the Data Protection Act 2018 as amended, updated and re-enacted from time to time, the EC Directive on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data (95/46/EC), the General Data Protection Regulation (Regulation (EU) 2016/679) and all local laws or regulations giving effect to the Directive and Regulation (as any such legislation, directive or regulation may be amended, extended or re-enacted). Definitions in this Agreement shall, so far as the context permits and unless otherwise stated, have the meanings given to them in the Data Protection Legislation;

Fee as set out in the Order;

Intellectual Property Rights means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;

Order means the order for Services placed by the Client to the Supplier in writing;

Project means the Services to be provided to the Client by the Supplier, as described in the Order;

Services means the services to be provided by the Supplier to the Client, as further described in the Order;

Platform means the computer program known as ‘InsightHub’; as further described in the Order;

Supplier means FlexMR Limited (company number 6026830) whose registered office is at Shoreline Business Park, Sandside, Milnthorpe, Cumbria, LA7 7BF, UK; and

Term has the meaning as set out in the Order. In the absence of a stipulated term within the Order, the Term shall be 12 months.

Platform License and Services

In consideration of the Fee paid by the Client to the Supplier, the Supplier:hereby grants a non-exclusive license to the Client to use the Platform to the extent necessary and for the duration of this Agreement only, to receive and thereafter use the research results and other data generated in accordance with the Project delivered as part of this Agreement; and

will provide the Services to the Client for the Term as defined at the beginning of this Agreement.

The Client accepts responsibility for selection of the Platform to achieve its intended results and acknowledges that the Platform has not been developed to meet the individual requirements of the Client.

The Client may not use any such information provided by the Supplier or obtained by the Client to create any software or platform whose expression is substantially similar to that of the Platform and may not use such information in any manner which would be restricted by any copyright subsisting in it.

The Client shall not:

• sub-license, assign or novate the benefit or burden of this Agreement in whole or in part;
• allow the Platform to become the subject of any charge, lien or encumbrance; or
• deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed.

The Supplier may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this Agreement, provided it gives written notice to the Client.

Copyright and Intellectual Property

The Client recognises and acknowledges that Intellectual Property Rights in the research platform ‘InsightHub’ used by the Supplier and all Intellectual Property Rights attached to ‘InsightHub’ belongs exclusively to and shall remain the property of the Supplier.

The Supplier recognises that the output, findings and data of the panel undertaken as part of this Agreement belong to the Client or their end client.

Unless otherwise agreed, copyright in respect of the methodology and research approach contained in any reports, letters or other documentation shall belong to the Client.

If any clause regarding copyright needs changing due to any Project need, this shall be agreed verbally and in writing by both the Supplier and the Client before any work or set up commences.

The Client warrants that any data information, samples or materials provided by it to the Supplier in relation to the Project is the property of the Client and does not violate any patents, copyright, trademarks or other Intellectual Property Rights of any third parties and agrees to indemnify the Supplier from and against all loss or damage suffered by the Supplier on account of or with respect to the use of such data or materials in relation to any Projects.

The Supplier reserves the right at all times to have an active administrative account on the Client’s platform.

Information and Data Security

Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4.1 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

The Supplier undertakes never to use the Personal Data of any participant for any purpose outside of that which is required for the completion of any Project and the delivery of the Services to the Client.

Any Personal Data which is held or stored by the Supplier as a result of the delivery of Services under this Agreement shall be securely deleted from the Supplier’s servers within 12 (twelve) months of the requirement for it to retain such data having ceased to exist.

Deletion of such data by the Supplier from its systems shall be without notice to the Client.

The Supplier will delete this data at an earlier date at the Client’s request, however this request must be verbally agreed with the Supplier and confirmed in writing.

Each party undertakes that it shall not at any time, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 4.5

Each party may disclose the other party's confidential information:

• to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 4; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

Data Processing

If and to the extent the Supplier processes personal data, these terms shall apply.

The parties acknowledge that the Client is the Data Controller and the Supplier is the Data Processor. Schedule A sets out the scope, nature, and purpose of processing by the Supplier.

The Supplier will only process Personal Data in accordance with the written instructions of the Client unless required to do so by law.

Without prejudice to clause 5.1, the Client will ensure that it has all necessary and appropriate consents and notices in place to enable the lawful transfer of Personal Data to the Supplier for the duration and purposes of this Agreement.

The Client expressly permits the Supplier to use Sub-Processors in order to provide the Platform and the Services. The following applies:

• the Supplier shall impose such contract terms on the Sub-Processor as are required by the Data Protection Legislation, especially but not exclusively, those contract terms required under Article 28.3 of the GDPR; and
• the Supplier will remain liable to the Client for any acts or omissions of the Sub-Processor.

The Supplier will not transfer the Personal Data outside of the European Economic Area (EEA) unless the Supplier has obtained the prior written consent of the Client and:

• the Client has provided appropriate safeguards in relation to the transfer;
• the Data Subjects, whose Personal Data will be transferred, have enforceable rights and effective legal remedies; and
• the Supplier can provide an adequate level of protection to any Personal Data that is transferred.

The Supplier will put in place appropriate technical and organisational measures to:

• protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, the Personal Data; and
• allow the Client to meet its obligations to Data Subjects, including but not limited to:
• rectification or erasure of Personal Data;
• restriction of Processing of Personal Data;
• Data Portability; and
• prompt response to Subject Access Requests.

The Supplier will obtain a commitment of confidentiality from anyone it allows to process the Personal Data, including but not limited to:

• the Supplier’s employees, agents, officers and affiliates;
• agency or temporary workers; or
• sub-contractors or Sub-Processors.

The Supplier shall assist the Client, so far as possible and taking into account the nature of the processing under the Agreement and the information available to the Supplier, in meeting the Client’s obligations under the Data Protection Legislation, including but not limited to:

• the obligation to keep Personal Data secure;
• the obligation to notify Personal Data Breaches to the Supervisory Authority;
• the obligation to advise Data Subjects where there has been a Personal Data Breach;
• the obligation to carry out data protection impact assessments; and
• the obligation to consult with the Supervisory Authority where a data protection impact assessment indicates an unmitigated high risk to the processing activities under this Agreement.

The Supplier will:

• retain all information required to demonstrate that the Supplier and the Client have met their obligations under the Data Protection Legislation;
• submit and contribute to audits and inspections carried out by the Client or a third-party appointed by the Client to carry out such audits or inspections. The Client will provide reasonable written notice of the date of inspections or audits;
• inform the Client immediately if the Supplier believes or suspects that it has been given an instruction that does not comply with the Data Protection Legislation; and
• notify the Client immediately if the Supplier becomes aware of or reasonably suspects a Personal Data Breach.

Liability

Except as expressly stated in clause 6.2:

the Supplier shall not in any circumstances have any liability for any losses or damages, which may be suffered by the Client (or any person claiming under or through the Client), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

• special damage, even if the Supplier was aware of the circumstances in which such special damage could arise;
• loss of profits;
• loss of anticipated savings;
• loss of business opportunity;
• loss of goodwill; or
• loss or corruption of data,

provided that this clause 6.1.1 shall not prevent claims for loss of or damage to the Client's tangible property that fall within the terms of clause 6.2 or any other claims for direct financial loss that are not excluded by any of the categories contained within this clause

6.1.1; the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed the amount of Fees received by the Supplier from the Client under this Agreement; and

the Client agrees that, by entering into this Agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this Agreement) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this Agreement.

The exclusions which are set out in clause 6.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:

• death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
• fraud or fraudulent misrepresentation;
• breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
• any other liability which may not be excluded by law.

All dates supplied by the Supplier for the delivery of the Platform or the provision of the Services shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

Where the Client’s obligations and deadlines are not met, the Supplier will not be held responsible for any subsequent delays or failure of delivery.

The Supplier shall not be responsible or liable in any way for any loss, damage or deterioration of any materials or property of the Client in the Supplier’s possession nor for any such property data or information or reports lost by any carrier on its way to or from offices of the Supplier.

Payment of fees

The Supplier shall invoice the Client for the Fee plus VAT on confirmation of the Order by the Client. Further details of amounts to be paid pursuant to this Agreement are set out in the Order.

Upon entering this Agreement, the Supplier is entitled to raise an invoice for the Fee, which is to be paid by the Client within 30 (thirty) days from the date of the invoice.If the Client fails to make any payment due to the Supplier under this Agreement by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 8 (eight) per cent per annum above Lloyd’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. The Client shall pay the interest together with the overdue amount.

Cancellation

Any party can, at its option, terminate this Agreement by giving written notice to the other party only if it is in material or persistent breach of this Agreement and either that breach is incapable of remedy or it shall have failed to remedy that breach within thirty (30) days after receiving written notice requiring it to remedy that breach or the other party is insolvent or goes in to administration.

This Agreement will automatically and immediately terminate upon the expiry of the Term of this Agreement unless earlier extensions have been agreed in writing by the Supplier and the Client.

Entire agreement

This Agreement and the Schedules contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.

Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

If any provision or part-provision of this Agreement is deemed deleted the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

No partnership or agency

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Third party rights

A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

Force majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 2 (two) months or more, the party not affected may terminate this Agreement by giving not less than 14 (fourteen) days’ written notice to the affected party.

Governing law and jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.

The parties irrevocably agree that the courts of England 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).

Schedule A – Processing under this Agreement

Processing by the Supplier

The Scope of the processing will encompass receiving the Personal Data from the Client or otherwise being provided with access to the Personal Data by the Client, storing temporarily, organising or otherwise filing the Personal Data, comparing the Personal Data to data obtained from other sources, collating the Personal Data in an organised and transportable form.

The Nature of the processing will be, collection, recording, structuring, storage, organised filing, access, retrieval, consultation, use, disclosure by transmission, alignment and combination and database management of the Personal Data.The Personal Data was collected and will be processed for the following Purpose, providing the:

• Platform Licences;
• Management Services;
• Research Support Fund; and
• Insight Partnership Services

The Duration of the Processing under this Agreement will be from the commencement of this Agreement until the end of the Term.

Types of Personal Data

The Types of Personal Data processed under this Agreement will be:

• identity and contact details, including name, title, gender, marital status, postal address, email address and phone numbers;
• self-disclosed behavioural & attitudinal information collected via online research tools on the FlexMR platform

Categories of Data Subject

The Categories of Data Subject whose Personal Data will be processed under this Agreement will be participants in the Client’s research.

Schedule B – Modern Slavery Policy

FlexMR Limited has a zero-tolerance approach to modern slavery. We have reviewed our existing compliance and risk management processes following the introduction of the Modern Slavery Act 2015 to determine to what extent measures already exist, and what further measures may be required to prevent slavery and human trafficking taking place in any part of our business or our supply chains. This policy underpins our approach. At present our implementation of this policy is voluntary as we do not currently meet the turnover requirements laid out in the Modern Slavery Act that make compliance mandatory.

1. Purpose of this policy

1.1 Modern Slavery is a criminal offence under the Modern Slavery Act 2015 (the “Act”). Modern slavery can occur in various forms, including servitude, forced or compulsory labour and human trafficking. This policy’s use of the term “modern slavery” has the meaning given in the Act.

1.2 FlexMR has a zero-tolerance approach to modern slavery. We are committed to acting ethically and with integrity in all our business dealings and relationships, and to implementing and enforcing effective systems and controls to ensure modern slavery is not taking place anywhere in our own business or supply chains.

2. Steps for the prevention of modern slavery

2.1 We are committed to ensuring transparency in our own business and in our approach to tackling modern slavery throughout our supply chains. We expect the same high standards from all of our contractors and suppliers, and we continue to update our contracting processes where relevant to include specific prohibitions against the use of forced, compulsory or trafficked labour. We require our suppliers to hold their own suppliers to the same high standards.

2.2 Whilst recognising that we do not presently have a statutory obligation to implement a modern slavery policy, we are committed to implementing processes within our business to ensure compliance with the Act, such as the following:

a) conduct risk assessments as required to determine which of our suppliers are at risk of modern slavery so that efforts can be focused on those areas;

b) engage with our suppliers both to convey to them our anti-slavery policy and to gain an understanding of the measures taken by them to ensure modern slavery is not occurring in their business or supply chain;

c) introduce supplier pre-screening as part of our prospective due diligence process, and self-reporting for our suppliers on safeguarding controls;

d) where relevant to introduce contractual provisions for our suppliers to confirm their adherence to this Policy;

e) introduce ongoing adherence checks as part of annual supplier checks and ongoing due diligence activities.

3. Responsibility for this Policy

3.1 Ultimate responsibility for the prevention of modern slavery rests with Senior Management. The Managing Director has overall responsibility for ensuring this policy and its implementation comply with legal and ethical obligations.

3.2 The Managing Director is responsible for ensuring all staff:

• Understand and comply with this policy; and
• Are given adequate and regular training on it and the issue of modern slavery.

4. Actions to report modern slavery

4.1 Employees are encouraged to raise any concerns about suspected modern slavery associated with our business or suppliers, and should do this either through their line manager or by speaking to the Managing Director.

4.2 We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this Policy, even if they turn out to be mistaken. We are committed to ensuring no one suffers an detrimental treatment as a result of reporting in good faith their suspicion that modern slavery of whatever form is or may be taking place in any part of our own business or in any of our supply chains.

5. Breaches of this Policy

5.1 If an issue is identified with a supplier, we will work with them to prepare a corrective action plan and resolve violations within an agreed time period.

5.2 FlexMR Limited reserves the right to terminate our relationship with individuals and organisations in our supply chain if they breach this policy.

6. Review

6.1 This policy will be reviewed by the Information Security Officer and Managing Director on an annual basis. At present our creation of this Policy is voluntary as we do not currently meet the turnover requirements laid out in the Act that make compliance mandatory, however our legal requirements will be continually reviewed.