Qualitative Terms and Conditions
In these terms and conditions, the following words shall have the following meanings:
“RONIN” RONIN International Limited
“Client” The person, firm, or company who contracts with RONIN in this agreement.
“Proposal” The proposal documents prepared by RONIN describing its proposed services in detail.
“Quotation” The fees quoted for the project, as set out in the proposal.
0.1 The preparation of this proposal and the acceptance of the project by RONIN are subject to the Terms and Conditions laid out below. Acceptance by the client of the proposal is deemed to include acceptance of the Terms in their entirety unless otherwise specified in advance and agreed in writing by RONIN.
0.2 RONIN conducts all work to the strictest levels of quality and professionalism, in accordance with the General Data Protection Regulation (GDPR) and applicable local legislation, as well as the UK Market Research Society (MRS), European Society of Opinion and Marketing Research (ESOMAR), and European Pharmaceutical Market Research Association (EphMRA) Codes of Conduct, the British Healthcare and Business Intelligence Association (BHBIA) Legal & Ethical Guidelines, and Interviewer Quality Control Scheme (IQCS). All work is also conducted in compliance with ISO 20252. Acceptance by the client of the proposal assumes that the client complies or works in accordance with all of the above and agrees to support RONIN’s efforts in ensuring all processing activities remain compliant. RONIN will provide hard or electronic copies of the rules and guidelines upon request.
0.3 These Terms and Conditions apply to the proposal and exclude any other terms that the client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, unless specifically agreed by RONIN Senior Management.
0.4 To the extent any Terms and Conditions are in conflict with the MSA in effect between RONIN and the client, the MSA shall govern.
0.5 All surveys, forecasts and recommendations in the proposal and the assignment, whether in writing or verbally, are based on specifications provided by the client at quotation stage. Their achievement must depend on the effective cooperation of the client and the client's staff.
- Quotation and Fees
1.1 A statement of RONIN professional fees is included in the proposal and will remain valid for 30 days from the date of submission. RONIN reserves the right to withdraw or revise this quotation after that date. Providing a proposal does not constitute an agreement that RONIN will undertake the project until the client and RONIN have agreed in writing all the terms of the project.
1.2 The quotation is based on specifications provided by the client at quotation stage. Should any changes be made to the initial specifications, RONIN reserves the right to revise the quotation. Any delay by the client in providing materials or decisions taken by clients that delay fieldwork may result in additional charges.
1.3 The fees quoted are for the services as set out in the proposal. RONIN reserves the right to levy additional fees:
- a) If the assumptions by RONIN detailed in proposal used to produce the costing are found to have material omission or inaccuracies.
- b) If the information provided by the client is found to be misleading or inaccurate.
- c) If the client requests changes to the specifications of the project or its scale, which result in higher costs being incurred, or puts unforeseen burden on RONIN’s ability to deliver
- d) If failure or delay by the client in fulfilling its obligations or to meet clause 0.4 imposes additional costs to RONIN.
1.4 The exchange rate used in our proposals is updated on a monthly basis. RONIN reserves the right to adjust quoted prices from the time of proposal to time of invoice if the quoted currency and UK sterling rate (£) fluctuates by more than 5%. RONIN pricing is based on a fixed price in £ sterling.
1.5 For projects where third-party costs are involved, RONIN reserves the right to adjust quoted prices from the time of proposal to time of invoice if the quoted currency and third-party local currency fluctuates by more than 5%.
1.6 All quoted costs are exclusive of VAT and, where applicable, will be subject to the addition of VAT at the current prevailing rate.
1.7 For central location projects, where incentives need to be handled at the location on the same day of interview by RONIN, an advance payment of 100% of total incentives amount will apply. In the event the advance payment invoice is not paid prior to the study, on the final invoice, the client will be charged a processing fee of 10% of the unpaid advance payment invoice, with a minimum charge of £100.
1.8 All fees are payable 50% on authorisation and 50% upon final data delivery. All incentives are payable 100% on authorisation and expenses for travel will be charged at final invoice. RONIN reserves the right not to commence work on projects until written acceptance of the proposal by an authorised client representative or a purchase order is received.
1.9 Non-advance invoices are payable within net 30 days of the invoice date. Any queries about invoices must be raised within a week of receiving the invoice. RONIN reserves the right to charge interest at 12% per annum or the highest rate permitted by law on all overdue amounts. Interest will be calculated daily until payment and will be added to the outstanding amount without further notice or warning.
1.10 Should there be need for any ancillary service not specified in the proposal; RONIN will endeavour to secure the agreement of the client in writing before expenditure is incurred. However, where the ancillary service is deemed critical to the successful completion of the job, RONIN may take on the ancillary service on verbal confirmation by the client. RONIN reserves the right to incur additional charge on verbal approval.
2.1 RONIN relies on client-approved screeners to recruit all participants. Any recruits successfully screened and then subsequently rejected by the client will be charged for, except where an error was made in the screening process. RONIN assumes at least 10% of over-recruitment against the total target. Further cancellation and postponement charges may apply, as set out under 3. Cancellation and Postponement.
2.2 If the over-recruited respondents arrive at the central location for interviews or participate in the online study, they must be incentivized. In the circumstance of In-depth Interviews at 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 affected.
2.3 Unless otherwise specified, RONIN assume that all Qualitative interviews will be conducted in local languages.
2.4 If English interviews are required in countries where English is not the native language, RONIN cannot guarantee the level of English spoken by respondents. Client 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. RONIN will endeavour to advise the client of such concerns where possible.
2.1 RONIN 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 RONIN's reasonable control (including, but without limitation to, strikes, postal / communication delays, industrial action, fire/accident, governmental act, natural catastrophe or any other act or event beyond the control of RONIN).
- Cancellation and Postponement
3.1 Subject to clauses 3.2, 3.3, and 3.4 below, either the client or RONIN may unilaterally terminate, by giving no less than 5 working days written notice to the other party. Barring an act of negligence by the client or RONIN, the client agrees to reimburse RONIN for the professional fees of RONIN staff, third party costs, and related engagement expenses at the time of termination.
3.2 If the client/client’s moderator has requested scheduled interviews to be postponed / rescheduled / cancelled, the following charges may apply (unless otherwise agreed):
- a) Recruitment:
- For any re-schedule requirements by the client or caused by factors beyond RONIN’s reasonable control, an additional 50% of recruiting fee may be charged per reschedule.
- If the initial respondent to be rescheduled is no longer available after reasonable attempts by RONIN, 100% of the initial recruitment costs will be charged and new recruitment costs will apply to replace the respondent.
- For any cancellation of any approved appointments at the client’s request or caused by factors beyond RONIN’s reasonable control, 100% recruitment costs will apply.
- b) Incentives: If client decides to cancel a respondent:
- less than 24 hours prior to appointment; 100% incentive will be paid to the respondent at the client’s cost;
- between 24 hours and 48 hours prior to appointment; 50% of the incentive will be paid to the respondent at the client’s cost;
- more than 48 hours prior to appointment; Negotiable incentive level subject to the respondent type and the amount preparation done by respondent.
- c) Facilities:
- Facility cancellation and rescheduling fees will depend upon the facility booked. RONIN reserves the right to charge for full cancellation and rescheduling fees based on the facility’s terms and conditions.
- d) Moderation: If client decides to cancel an interview where RONIN is required to moderate:
- less than 24 hours prior to appointment; 100% moderation costs will be charged for face-to-face interviews; and 50% moderation costs will be charged for telephone interview;
- more than 24 hours prior to appointment; 50% moderation costs will be charged for face to face interviews; and no cancellation fees for telephone interview;
- e) Simultaneous Translation: If client decides to cancel an interview:
- less than 72 hours prior to appointment; 100% of the Simultaneous Translation costs will be charged;
- more than 72 hours and less than a week prior to appointment; 50% of the Simultaneous Translation costs will be charged.
3.3 If the client decides to cancel the entire project, RONIN reserves the right to charge up to 100% of the set-up and project management fees and any expenses incurred at the point of cancellation.
3.4 If the client decides to cancel online in-depth projects and online focus group projects under which RONIN is required to host, RONIN reserves the right to charge up to 100% of the hosting fees.
3.5 If a project is commenced and then placed on hold by the client for longer than 4 weeks, RONIN shall be entitled to issue an invoice to client for all fees plus all third-party costs and expensed incurred and/or committed to RONIN to the date of suspension.
6.1 Screeners should be used purely for recruitment purposes and not data collection. All questions included should screen respondents in or out.
6.2 RONIN reserves the right to refuse or modify any screener and/or discussion guide if RONIN reasonably determines any questions to be not suitable for the respondents (including but not limited to: any questions that would potentially reveal the respondent’s identity, screener questions used to collect unnecessary extra data, etc.).
6.3 Any changes made by the client for modifications to the screener and/or discussion guide must be sent in writing and received by RONIN within a reasonable amount of time as dictated by the project timeline schedule.
6.4 The client must approve all modifications to screener and/or questionnaire made by RONIN before any recruitment and/or interviewing can proceed.
- Translations, Transcripts and Simultaneous Translation
7.1 The clients must approve all translated documents before RONIN can proceed with recruitment and/or interviewing.
7.2 RONIN requires a minimum of 3 working days set-up time for all qualitative interviews requiring simultaneous translation. If the client or respondent requests an interview to be rescheduled with less than 3 working days’ notice, RONIN cannot guarantee an appropriate translator will be available for the new interview time.
7.3 Simultaneous translation is a technically difficult process. RONIN cannot guarantee the smooth execution of the interview and simultaneous translation. If technical difficulties arise that lead to a loss of connection resulting in the client being unable to hear the simultaneous translation, RONIN must proceed with the scheduled interview. RONIN can then provide an English transcript of the interview to the client within 48 hours of the interview (with a discounted additional fee).
7.4 RONIN reserves the right to charge additional fees if the amount of changes required by the client or the research sponsor’s approval process vastly exceed the initial scope of the task.
8.1 Services will be provided internally wherever feasible. Subject to resource availability, RONIN reserves the right to outsource part or all the project to freelancers and/or third-party vendors.
8.2 All RONIN freelancers and third-party vendors have signed a strict Data Protection Agreement, Confidentiality Agreement, and/or Master Service Agreement with RONIN and will comply with the client specific standards as per the requirements set for RONIN.
- Quality, Training and Monitoring
9.1 All RONIN staff are trained to ensure that the right of data subjects, data protection obligations and guidance to market research codes of conduct are guaranteed.
9.2 All RONIN interviewers are trained according to the Interviewer Quality Control Scheme (IQCS) and ISO 20252 standards. All new interviewers receive a full Interviewer Quality Control Scheme training (or equivalent) lasting a full working day, which includes an introduction to Market Research, interviewing techniques, social and business classification, use of the CATI (Computer Assisted Telephone Interviewing), and the Market Research Society (MRS) Code of Conduct.
9.3 For quality control purposes, all calls made to or from RONIN are digitally recorded and the recordings may be held securely off-site for up to 3 months, unless a shorter or longer period is otherwise agreed. If recordings will need to be kept for another purpose than internal quality and training purposes, participants should give their informed consent for all other purposes individually.
9.4 RONIN adheres to validation / monitoring policy of a minimum of 5%.
- Confidential Information
10.1 All information disclosed by one party to the other party pursuant to this agreement shall be deemed to be confidential information.
10.2 Neither party shall use (other than for the performance of this agreement) or disclose to any third party any Confidential Information of the other party; provided, however, this restriction will not apply to any Confidential Information that:
- a) is or becomes generally available to the public, not due to any fault of the receiving party,
- b) is independently developed by the Receiving Party without reference to the disclosing party’s confidential Information, or
- c) is rightfully received by the receiving party from a third party without a duty of confidentiality.
10.3 Should a receiving party be requested to disclose confidential information of the disclosing party by a lawful judicial or governmental order or other legal compulsion, such receiving party shall immediately notify the disclosing party to permit the disclosing party to defend against any such order of disclosure, and the receiving party shall assist in such defence, at the disclosing party’s expense, to the extent permitted by law.
10.4 Should a receiving party be required under this agreement to disclose confidential information of the disclosing party to third parties (other than disclosures by lawful, judicial or governmental order or other legal compulsion), the receiving party shall ensure that such third parties accept and abide by these duties of confidentiality and nondisclosure with respect to confidential information.
10.5 The terms shall also apply to confidential information disclosed in connection with proposed services that are intended to be covered by this agreement.
- Client Confidentiality
11.1 RONIN undertakes not to disclose the client's identity, the results, or any information obtained in confidence regarding the business of the client.
11.2 All RONIN employees, subcontractors and vendors are under professional obligations of confidentiality.
11.3 Upon payment of all fees and expenses due in respect of the project, all data obtained from the project will remain the property of the client and will not be used by RONIN for any other purpose or to be provided to any person other than the client; except with the client’s written permission. Copyright of the proposal remains the property of RONIN.
11.4 RONIN assumes the materials received from client are in line with local guidelines and regulations.
11.5 The client agrees that neither it, nor any of its affiliates shall, without prior written consent of RONIN, at any time from the date of this agreement to 24 months after the completion of the project, directly or indirectly solicit, commission, retain, or entice away from RONIN or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor, freelancer of RONIN in the provision of the services. Any consent given by RONIN in accordance with clause above shall be subject to the client paying to RONIN a sum equivalent to 20% of the then current annual remuneration of RONIN’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the client to that employee, consultant or subcontractor.
11.6 RONIN will archive and retain project related documents and files for 12 months after project completion. Upon written request a shorter or longer period can be agreed on (with the exception of materials that need to be kept due to compliance purposes).
- Respondent Confidentiality
12.1 Participant's specific identity, including names, addresses, telephone/fax numbers, and email addresses, is confidential and protected information, and shall remain anonymous to the client.
12.2 In case the client or any third-party wants access to any personal data (such as personally identifiable information and/or recordings from research), client is to confirm prior to the start of recruitment what data is needed, what it will be used for and where it will be transferred to. RONIN reserves the right not to transfer personal data where RONIN reasonably determines it inappropriate.
12.3 In case the client wants to re-contact respondents due to follow up questions etc., the client needs to inform RONIN prior to the launch of fieldwork as respondents need to be informed at recruitment of the potential need for future re-contact.
12.4 Clients based in the United States of America commissioning RONIN for recruitment only qualitative projects where phone numbers will be sent to the client for a moderator to call, agree to the deletion of respondents’ contact details upon completion of interview.
12.5 Individuals from the client company or research sponsor may view or listen-in to interviews or focus groups provided that:
- a) Respondent are told the type of company attending (and the name of the company if asked, although this can be withheld until the ed), who will listen-in (roles are sufficient), and for what purpose the listening-in is taking place and they agreed to this at the recruitment stage.
- b) They will treat the identity of respondents as confidential and will not disclose them to any other party.
- c) They will not use the information for any purpose other than for analysis of that particular market research project.
- d) They will not contact any of the respondents without the express permission of RONIN.
- e) They will be proactive in mentioning that they have recognised the respondent should this occur by chance, so that the respondent can be given a chance to withdraw
- f) The research sponsor agrees to be named before the start of the interview if the respondents will be identifiable during the viewing or listening-in of fieldwork
12.6 Where client target lists are provided, written approval will be required from the client if RONIN is requested to contact respondents directly via email. The approval will include how, when and for what purpose the list was recruited. The invitation to the respondent will include information about how the list was obtained and will also include a survey opt-out link so that respondents can be removed from the provided list. A copy of the client’s
12.7 The client confirms that any third-party personal data, including any sensitive personal data, it supplies to RONIN as part of any engagement with RONIN shall have been properly obtained and processed always strictly in accordance with legal requirements and industry best practice. In particular, all necessary consents will have been freely given by the relevant data subjects not only to allow the client to hold and process such data but for it to be shared with RONIN as part of any engagement.
12.8 RONIN reserves the right to seek confirmation from the client or the research sponsor that the personal data in client-lists is being lawfully processed. This will be based on their legal basis for processing and the contents of the privacy notice. Failure to obtain this confirmation may restrict RONIN’s ability to use the client-list during fieldwork efforts and may result in an adjustment to the entire project spec.
13.1 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 incompatibility. This right is subject to the transmission of a written request to RONIN within 10 days of receipt of the data.
13.2 The client assumes liability for all test products made available by the client to RONIN.
13.3 RONIN 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 RONIN at the time of supply that it was incorrect.
13.3 RONIN shall not be liable for loss under any circumstances which include, but not exclusively, failure of electrical supply or other utilities, leakage of water, adverse weather conditions, industrial action, terrorism or any other reason beyond the control of RONIN which may cause the services to be cancelled or interrupted.
13.4 RONIN shall not be liable to the client for any losses which are not reasonably foreseeable on acceptance of the proposal or any indirect or consequential losses including loss of revenue, anticipated profits and claims by third-parties. In this regard, no responsibility is assumed for injury or damage to third parties as a matter of products liability or otherwise, and no warranties or assurances are made which are intended to affect third-parties.
13.5 The client agrees to indemnify and save RONIN harmless from and against claims asserted by third parties resulting from injury or damage occasioned by the use or operation of products, methods or other results of this engagement.
13.6 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 suffered.
13.7 If RONIN is in breach of its obligations for any reason or terminates a confirmed booking of Services, RONIN’s only liability is to return any advanced payments received for services.
13.8 Neither party's maximum aggregate liability under or in connection with the project, arising in respect of any number of causes of action, whether in contract, tort (including negligence) or otherwise, will in any circumstance exceed the greater of a)100% of the total fees paid or payable related to the project; or b) ten thousand pounds Sterling (£10,000).
- Data protection
14.1 The client agrees to that respondent's identity shall be protected within the MRS Code of Conduct, ESOMAR client responsibilities, Data Protection Act 1998, ISO 20252 Standard, and General Data Protection Regulation (GDPR) (https://gdpr-info.eu/art-5-gdpr).
14.2 RONIN requires the details for the Data Protection Officer (DPO) of all data controllers or joint data controllers at the point of project commissioning to ensure a stable liaison can be established in case subject access requests need to be acted upon. RONIN adheres to the ICO’s interpretation of GDPR, which states that the research sponsor is a data controller even if they never receive any personal data because they are the driving force behind any data processing activities taking place.
14.3 The client agrees to help RONIN exercise its responsibilities in relation to data subjects where a data subject requests to exercise their right to access, rectification, erasure or consent withdrawal.
14.4 The client agrees to share personal data with RONIN only via appropriate means for the continued security and integrity of this data. Where RONIN comes across a transfer of data that falls outside appropriate channels agreed between both parties, RONIN agrees to take reasonable steps to warn the client of this breach and take remedial measures (such as deleting the file and notifying the sender).
14.5 RONIN has a legal responsibility to give effect to the rights of data subjects under the GDPR. As such, we will always action data subjects’ requests in relation to their data. RONIN will advise a data subject that their data is being processed and take all necessary steps to fulfil its obligations to respondents. RONIN will also share the DPO details with the data subject to allow them to reach out directly; alternatively, with the respondent’s consent, RONIN will reach out to all applicable data controllers on their behalf and subsequently advise them of their right having been given effect.
- Applicable Law
15.1 The Terms and Conditions are governed by, and are to be construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts found in England.
- Dispute resolution
16.1 Client acknowledges that
- a) Client has been provided the opportunity to discuss the terms and clauses of this agreement with the counsel of client’s choosing,
- b) Client fully reviewed this agreement prior to its execution and fully understands the terms thereof, and
- c) in the event of a dispute over the meaning or interpretation of any provision of this agreement, client agrees not to assert that any such provision should be construed against RONIN due to the fact that it produced the initial draft of this agreement
16.2 If any dispute occurs between the parties relating to the agreement, both parties hereto will use their reasonable best efforts to resolve any dispute hereunder through good faith negotiations.
16.3 Any dispute relating to this agreement which cannot be resolved by negotiation between the parties within 30 days of either party giving notice to the other party that a dispute has arisen shall be submitted to mediation pursuant to the mediation rules of RONIN’s counsel and failing settlement of that dispute within 30 days thereafter, the dispute shall be submitted by any party for final resolution by the Courts of England and Wales which courts shall thereafter have exclusive jurisdiction.