Headliners Insight & Strategy Ltd Terms & Conditions
The following terms and conditions (the “Terms and Conditions”) apply to all contracts between Headliners Insight & Strategy Ltd (“Headliners,” “we,” or “our” as applicable) and the Client identified on the signatory page, (“you” or “your” as applicable), together the “Parties”.
Acceptance of the research or project proposal (“Proposal”) and commissioning of the project will be taken as acceptance of these Terms and Conditions, unless otherwise agreed in writing before commencing the project.
Fees & Invoicing
1.The full (100%) amount of all fees set forth in the Proposal will be invoiced on commissioning the project. Outstanding costs will be invoiced on completion of the project (including clauses 4, 5,10, 12, 13, 21).
2. Fees exclude all taxes (e.g., VAT, sales, use, withholding). You are responsible for all applicable taxes except those on Headliners income.
3. You will reimburse Headliners for supplementary expenses (e.g., travel, hotels, subsistence) not included in the initial cost.
4. Invoices are due payable within 30 days of the invoice date. Overdue amounts accrue interest at 4% per month (or the legal maximum), calculated daily. Headliners may suspend work after 5 days’ notice until all overdue sums are paid.
5. Fees may be adjusted if currency exchange rates shift by more than ±3% between commissioning and payment. Fees must be paid in GBP unless agreed otherwise. Payments in currencies other than GBP may incur an administrative charge.
6. Project quotations remain valid for two months, subject to clause 5.
Confirmation, Cancellation, Postponement & Termination
7. Written confirmation is required to start a project. Once confirmed, cancellation or postponement charges apply.
8. If confirmed proposals are cancelled, charges will be 100% of all costs incurred by the Company, plus a portion of the consultancy fees, the portion chargeable being dependent on when notice of the cancellation is received, as follows:
o Received more than 7 working days before work is scheduled to commence - 25% of the consultancy fee
o Received between 4 and 7 working days before work is scheduled to commence - 50% of the consultancy fee
o Received between 1 and 3 working days before work is scheduled to commence - 75% of the consultancy fee
o Received the day work is scheduled to commence or thereafter - 100% of the consultancy fee
Postponement of projects incurs 100% of unrecoverable costs and consultancy fees. Cancellation and postponement fees shall be paid in accordance with clause 4.
9. Either party may terminate this agreement by written notice if the other becomes insolvent (e.g., liquidation, creditor arrangement, appointment of a receiver/administrator). Either party may also terminate for a material breach that is not cured—or for which cure has not begun—within 30 days of receiving written notice.
Cost Assumptions
10. Fees are based on the project scope, timeline, and assumptions in the Proposal. If any of these elements change, Headliners may revise the fee, timeline and charge for additional work.
11. Headliners is not liable for delays or difficulties caused by events beyond its reasonable control (e.g., severe weather, transport issues, industrial action, war, terrorism, pandemics, government actions, or similar disruptions).
12. Fees include one verbal presentation and an electronic report. Additional presentations or documents may incur extra charges.
13. Stimulus materials or colour copies may be charged for, plus a discretionary 10% handling fee.
Working Practice
14. Headliners observes the Code of Conduct of the Market Research Society and aligns to other relevant codes of practice when conducting research outside of the U.K.
15. Participant contact details are confidential and will not be shared. You may not contact or market to participants unless they have expressly agreed.
16. Participant permission for recordings or materials containing Personal Data (as that is defined in applicable data protection legislation) covers uses in connection with the research only. Public use or uses for non-research purposes requires Headliners’ approval and participant consent.
17. Data Protection - both Parties shall comply with their obligations as Data Controllers as set out in the Data Protection Legislation, including but not limited to, processing Personal Data in line with consent given by Data Subject at the point of data collection. If Headliners will be acting as a Processor of Personal Data for you then the Parties shall execute a Data Processing Agreement.
18. You must provide all agreed materials, data, and information—at your expense and accurately—in time for Headliners to deliver the project as outlined in the Proposal.
19. Any project changes or additions must be approved in writing by Headliners.
20. You are responsible for insuring any product samples or stimulus materials during the project. Headliners may dispose of these materials six months after project completion unless you request their return in writing and at your cost.
Copyright, Confidentiality, Disclaimers, Liability
21. Upon full payment of Headliners’ fees, you own all Work Product created specifically for your project. Headliners retains ownership of its underlying tools, methods, software, data, and other proprietary materials (“Headliners Materials”). You receive a perpetual, worldwide, royalty-free licence to use any Headliners Materials included within the Work Product for your internal use. Third-party IP remains owned by those third parties and must be used under their licence terms.
22. You warrant that materials you provide do not infringe third-party rights and agree to indemnify Headliners against any resulting claims or losses.
23. Headliners will keep your confidential information and trade secrets secure and will not disclose them except as needed to perform the work. Headliners may list you as a client.
24. You must keep Headliners confidential information, proposals, methodologies, and documentation secure and not disclose or use them in any way that could harm Headliners.
25. Research findings may only be published or quoted with Headliners written approval and with proper attribution. If you release findings that Headliners considers incorrect or misleading, Headliners may publish its own corrective release.
26. Except as expressly stated, both parties disclaim all warranties. You acknowledge that research results are estimates subject to statistical error and may change if market conditions or product attributes change. Headliners accepts no liability for third-party reliance.
27. Headliners is not liable for indirect, consequential, special, or punitive damages (including lost profits, revenue, data, or business opportunities). Headliners total liability is capped at the amount you paid in the 12 months before the issue arose. Both parties must use reasonable efforts to mitigate any losses.
General
28. These Terms and Conditions shall be governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
29. These Terms and Conditions, together with the Proposal form the entire agreement and replace all prior understandings. Neither party may assign the agreement without the other’s written consent, except where substantially all assets or business are transferred through a sale, merger, or similar transaction.
30. Any amendment or modification must be in writing and signed by both parties.
31. Notices must be in writing and sent to the other party’s registered office or principal business address (or any updated address notified for this purpose).
32. Headliners failure or delay in exercising any right does not waive that right, and a waiver of one breach does not waive future breaches.
33. If any provision is found invalid or unenforceable, the remainder of the terms continue in effect.
34. Each party acts as an independent contractor, not an employee, partner, joint venturer, or agent of the other.
35. You may not solicit or hire Headliners personnel involved in delivering the Services during the agreement and for one year afterwards. If any restriction is found unreasonable, it will be reduced to the minimum necessary to be enforceable. Headliners may seek injunctive or equitable relief for breaches due to the risk of irreparable harm.