TERMS & CONDITIONS

THE CLIENT
For the purposes of this document “The Client’ refers to the company commissioning the project with Sago [“The Company”].

BOOKING PROCEDURE
On verbal or written confirmation by The Client, The Company will send, by email, a confirmation letter and ‘Confirmation Details’ form to The Client delineating the data collection services commissioned [the “Services”].  Any discrepancies should be addressed immediately to the Client’s contact point/account manager.

PAYMENTS
a)     Invoices will be billed to The Client and settled in the currency of the quotation.  The Client will be liable for settlement for the Services unless otherwise agreed in writing at the time of confirmation.

b)     The Company reserves the right to demand payment from The Client of up to 100% of total projected costs in advance of the booking.

c)       Sago standard invoice policy is 50% of the total project value upon award & the balance at the completion of the project, with payment terms of NET 30 days.

d)      The Company reserves the right to reverse all discounts and/or rebates for the particular services, should a payment of an invoice be delinquent.

COLLECTION
In the event that The Client’s account is not paid in accordance with these payment terms by the due date, The Company shall be entitled to charge interest measured from the due date in the amount of 1% per month until the account is paid in full.

In the event that The Client’s account is in default and placed for collection, it is agreed that The Company will be entitled to collect all costs of collection, including reasonable attorney’s fees.

Unless otherwise agreed in writing between The Client and The Company,

1. any dispute regarding any project governed by these terms and conditions shall be interpreted by the laws of the State of New Jersey.
2. any legal action or proceeding filed in connection with any project governed by these terms and conditions shall be filed in the Superior Court of New Jersey, venue in Middlesex County.

AGENTS AND CONTRACTORS
Services may be sub-contracted by The Company, as required.  All quotations by The Company which are passed on must not be amended in any way.  Any commission or management fee must be presented separately from The Company costs.

BID EXPIRATION
The bid for Services is valid for 90 days from the date provided.

Cancellation and Postponement

SERVICES
In the event that a project is postponed or canceled once the project date is confirmed, it is necessary to invoice The Client.  Charges will vary depending on location and partner and can impact all Services, including facility, recruiting, moderation, incentives, interpretation, translation, management fees, catering, and technology services. If the Services are postponed, then charges may also vary depending on location and partner and may include rescheduling fees.

FACILITY RENTAL INCLUSIONS
Facility rental costs include a Qualitative Assistant, digital/Mp3 audio recordings, T1 connections, and wireless T1 connections. Suites (conference room, viewing room, and lounge) are available one hour before the start time of the first session and one hour after the last session’s end time unless otherwise arranged.

RESPONDENT CANCELLATIONS
We maintain careful procedures to ensure that recruited respondents honor their commitment to attend your project. We respectfully request that the recruited respondents be treated fairly in the event that they must be canceled due to The Client’s change in specifications (i.e. date, venue, qualifying criteria, or other reasons). If canceling or rescheduling respondents, additional fees will be applied.

STUDY SPECIFICATIONS
Costs, timing, and feasibility submitted are based upon The Client specifications and changes to any of these specifications may result in a change in cost, timing, or even feasibility.  Incidence has been estimated based on available information.  If project incidence falls below the estimated percentage stated in this quotation, The Company reserves the right to adjust costs or timing or even feasibility for the Services.

PRIVACY
No information regarding respondent personal information may be collected by The Client (“PII”). This includes, but is not limited to respondent’s name, contact information (email, phone, fax, street address, etc.) without written notice and approval from The Company.

CONFIDENTIAL INFORMATION
All information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement shall be deemed to be confidential information (“Confidential Information”).

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:

i.            is or becomes generally available to the public, not due to any fault of the Receiving Party,

ii.            is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, or

iii.            is rightfully received by the Receiving Party from a third party without a duty of confidentiality.

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 defense, at the Disclosing Party’s expense, to the extent permitted by law.

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. This Section shall also apply to Confidential Information disclosed in connection with proposed services that are intended to be covered by this Agreement.

LIMITATION OF LIABILITY
a)     The Company 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 The Company which may cause the Services to be cancelled or interrupted.

b)     If The Company is in breach of its obligations for any reason or terminates a confirmed booking of Services, The Company’s only liability is to return any advanced payments received for Services.

INDEMNITY
The Client shall indemnify The Company against any losses, damages, claims and expenses incurred in respect of the following, to the extent not caused as a direct result of the negligence of The Company or its employees:  Death or personal injury; Damage to the venue or any part of it; Damage to, loss or theft of any property.

INSURANCE
a)     The Client shall effect to maintain public liability insurance to a minimum cover of $2,000,000.

b)     The Client shall not do anything that might render void The Company insurance policy.

ANTI-CORRUPTION
The Company has a zero-tolerance anti-corruption & Bribery Policy. We are committed to conducting business professionally, ethically, transparently, and with integrity in all our interactions worldwide. Our policy outlines acceptable and non-acceptable behaviors to ensure compliance with all obligations under national, local, and international anti-corruption regulations. This level of requirement applies to any representative of the company (facilities, owners, directors, employees, and subcontractors).

We also expect The Client to not act in a manner that may result in the violation of any such Anti-Bribery Legislation. We would promptly inform The Client upon becoming aware of any violation of such Legislation in connection with the performance of the Services or if we have any information that causes it to suspect such a violation.

In the event of a material breach of the provisions of the Policy, or of Anti-Bribery Legislation, each party is entitled to terminate their agreement by written notice given with immediate effect.

An alert system is also available to the Company business partners on the website www.sago.besignal.com/entreprises. It allows, in a confidential framework, to report any breach of the present clause as well as of the Group’s Ethics Charter.

GENERAL TERMS AND CONDITIONS
With confirmation of Services, The Client agrees to our general terms and conditions on our website.

THE CLIENT
For the purposes of this document [“The Client”] refers to the company commissioning the project with Sago [“The Company”].

BOOKING PROCEDURE
On verbal or written confirmation by The Client, The Company will send, an email confirming all study details to The Client delineating the services commissioned [the “Services”]. Any discrepancies should be addressed immediately to the Client’s contact point/account manager.

EXCHANGE RATE
The exchange rate is based on current conservative exchange rate and evaluated on a quarterly basis. Pricing will need to be adjusted if the rate changes by +/- 10% before project invoicing.

VALUE-ADDED TAX
In accordance with H.M Customs & Excise regulations, VAT is chargeable to all clients within the UK. For facility rental-only projects, we are required to charge VAT to non-EU clients. (Services are deemed to be used at The Company and not exported). For projects including participant recruitment, we are not required to charge VAT to non-EU clients. For EU clients, no VAT is charged on the invoice, as liability for the payment of VAT is reversed to the recipient. Additional VAT stipulations may apply.

PAYMENTS
a) Invoices will be billed to The Client and settled in the currency of the quotation. The Client will be liable for settlement for the Services unless otherwise agreed in writing at the time of confirmation.

b) The Company reserves the right to demand payment from The Client of up to 100% of total projected costs in advance of the booking.

c) Sago standard invoice policy is 50% of the total project value upon award & the balance at the completion of the project, with payment terms of NET 30 days.

d) The Company reserves the right to reverse all discounts and/or rebates for the particular services, should a payment of an invoice be delinquent.

COLLECTION
In the event that The Client’s account is not paid in accordance with these payment terms by the due date, The Company shall be entitled to charge interest measured from the due date in the amount of 1% per month until the account is paid in full.

In the event that The Client’s account is in default and placed for collection, it is agreed that The Company will be entitled to collect all costs of collection, including reasonable attorney’s fees.

Unless otherwise agreed in writing between The Client and The Company,

1. any dispute regarding any project governed by these terms and conditions shall be interpreted by the laws of the State of New Jersey.
2. any legal action or proceeding filed in connection with any project governed by these terms and conditions shall be filed in the Superior Court of New Jersey venue in Middlesex County.

AGENTS & CONTRACTORS
Services may be sub-contracted by The Company, as required. All quotations by The Company which are passed on must not be amended in any way. Any commission or management fee must be presented separately from The Company costs.

BID EXPIRATION
The bid for Services is valid for 60 days from the date provided.

Cancellation and Postponement

SERVICES
In the event that a project is postponed or canceled once the project date is confirmed, it is necessary to invoice The Client. Charges will vary depending on location and partner and can impact all Services, including facility, recruiting, moderation, incentives, interpretation, translation, management fees, catering, and technology services. If the Services are postponed, then charges may also vary depending on location and partner and may include rescheduling fees.

RESPONDENT CANCELLATION
We maintain careful procedures to ensure that recruited respondents honor their commitment to attend your project. We respectfully request that the recruited respondents be treated fairly in the event that they must be canceled due to The Client’s change in specifications (i.e. date, venue, qualifying criteria, or other reasons). If canceling or rescheduling respondents, additional fees will be applied.

STUDY SPECIFICATIONS
Costs, timing, and feasibility submitted are based upon The Client’s specifications and changes to any of these specifications may result in a change in cost, timing, or even feasibility. Participants are recruited based on specifications and a screening instrument provided by The Client. A full charge recruitment fee will be incurred for any participant who successfully completes screening based on the client-approved screening instrument. Costs will be incurred if The Client requests changes to the screener or requests participants to be replaced post recruitment.

Incidence has been estimated based on available information. If project incidence falls below the estimated percentage stated in this quotation, The Company reserves the right to adjust costs or timing or even feasibility for the Services. Access to the research venue outside agreed hours will incur an additional hourly charge.

Removal of some services may result in an increase in price for other services.

PRIVACY
Only Personal Identifiable Information (“PII”) that is necessary to the project should be collected. PII includes, but is not limited to the respondent’s name, contact information (email, phone, fax, street address, etc.), information about personal or professional life, and, in certain circumstances, video–streams and audio recording.

Before their participation, respondents must be provided with a privacy notice which tells them clearly what their rights are and how their data will be processed, and a consent form to collect their agreement to participate in the study. The Company and the Client must agree on whose templates will be used and who gives those documents to the respondents. In any way, the content of those documents must comply with the data protection applicable law. An additional consent must be obtained to process special category personal data (including but not limited to their religious beliefs, membership of a trade union, physical or mental health condition, commission of an offense, etc.) and another one for the reporting in a personalized form if an adverse event happens.

If personal data is to be transferred from one country to another, the data protection requirements of both countries must be met.

To preserve respondents’ anonymity, their data will only be made available to the Client in a form that does not permit to recognize or identify the respondents. If the Client provides a list with contact details to draw the sample, the Client won’t be informed of the identity of respondents (i.e. who on the list was interviewed). The access to a personalized form must be legitimate and compliant with the respondents’ national law. Respondent’s informed consent is required before identifying them, except if there is a legal obligation to do so.

CONFIDENTIAL INFORMATION
All information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement shall be deemed to be confidential information (“Confidential Information”).

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:

i. is or becomes generally available to the public, not due to any fault of the Receiving Party,

ii. is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, or

iii. is rightfully received by the Receiving Party from a third party without a duty of confidentiality.

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 defense, at the Disclosing Party’s expense, to the extent permitted by law.

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. This Section shall also apply to Confidential Information disclosed in connection with proposed services that are intended to be covered by this Agreement.

LIMITATION OF LIABILITY
a)    The Company 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 The Company which may cause the Services to be canceled or interrupted.

b)    If The Company is in breach of its obligations for any reason or terminates a confirmed booking of Services, The Company’s only liability is to return any advanced payments received for Services.

INDEMNITY
The Client shall indemnify The Company against any losses, damages, claims, and expenses incurred in respect of the following, to the extent not caused as a direct result of the negligence of The Company or its employees: Death or personal injury; Damage to the venue or any part of it; Damage to, loss or theft of any property.

INSURANCE
a)    The Client shall effect to maintain public liability insurance to a minimum cover of $2,000,000.

b)    The Client shall not do anything that might render void The Company insurance policy.

GENERAL TERMS & CONDITIONS
With the confirmation of Services, The Client agrees to our general terms and conditions on our website.

THE CLIENT
For the purposes of this document “The Client’ refers to the company commissioning the project with Sago [“The Company”].

BOOKING PROCEDURE
On verbal or written confirmation by The Client, The Company will send, by email, a confirmation letter and ‘Confirmation Details’ form to The Client delineating the data collection services commissioned [the “Services”].  Any discrepancies should be addressed immediately to the Client’s contact point/account manager.

EXCHANGE RATE
We have assumed the exchange rate based on today’s current rate and the final project price will be determined upon the rates at project confirmation.  Pricing may need adjusting if the rate changes by +/- 2% before project invoicing.

PAYMENTS
a) Invoices will be billed to The Client and settled in the currency of the quotation. The Client will be liable for settlement for the Services unless otherwise agreed in writing at the time of confirmation.

b) The Company reserves the right to demand payment from The Client of up to 100% of total projected costs in advance of the booking.

c) Sago standard invoice policy is 50% of the total project value upon award & the balance at the completion of the project, with payment terms of NET 30 days.

d) The Company reserves the right to reverse all discounts and/or rebates for the particular services, should a payment of an invoice be delinquent.

COLLECTION
In the event that The Client’s account is not paid in accordance with these payment terms by the due date, The Company shall be entitled to charge interest measured from the due date in the amount of 1% per month until the account is paid in full.

In the event that The Client’s account is in default and placed for collection, it is agreed that The Company will be entitled to collect all costs of collection, including reasonable attorney’s fees.

Unless otherwise agreed in writing between The Client and The Company,

1. any dispute regarding any project governed by these terms and conditions shall be interpreted by the laws of the State of New Jersey.
2. any legal action or proceeding filed in connection with any project governed by these terms and conditions shall be filed in the Superior Court of New Jersey, venue in Middlesex County.

AGENTS & CONTRACTORS
Services may be sub-contracted by The Company, as required.  All quotations by The Company which are passed on must not be amended in any way.  Any commission or management fee must be presented separately from The Company costs.

BID EXPIRATION
The bid for Services is valid for 90 days from the date provided.

Cancellation and Postponement

SERVICES
In the event that a project is postponed or canceled once the project date is confirmed, it is necessary to invoice The Client.  Charges will vary depending on location and partner and can impact all Services, including facility, recruiting, moderation, incentives, interpretation, translation, management fees, catering and technology services. If the Services are postponed, then charges may also vary depending on location and partner and may include rescheduling fees.

RESPONDENT CANCELLATIONS
We maintain careful procedures to ensure that recruited respondents honor their commitment to attend your project. We respectfully request that the recruited respondents be treated fairly in the event that they must be canceled due to The Client’s change in specifications (i.e. date, venue, qualifying criteria or other reasons). Recruited respondents who must be cancelled within 48 hours of the study should be paid the full honorarium promised them. If rescheduling respondents, additional fees will be applied.

STUDY SPECIFICATIONS
Costs, timing, and feasibility submitted are based upon The Client specifications and changes to any of these specifications may result in a change in cost, timing or even feasibility. Incidence has been estimated based on available information. If project incidence falls below the estimated percentage stated in this quotation, The Company reserves the right to adjust costs or timing or even feasibility for the Services.

Programming errors as a result of client programming are the responsibility of the client and recruiting fees and honoraria will be charged in addition to the quoted project price.

If the incidence rate should fall 20% or more below what is quoted in this proposal, feasibility may be affected and a pricing and timing adjustment may apply.

Programming complexity is the key driver of programming cost and will be evaluated prior to the start of programming on the study.  Price will be adjusted for differences between survey complexity quoted and the actual complexity.  The final survey will be provided in Microsoft Word or compatible format prior to the start of programming. Any cosmetic or text changes that exceed 20% of the survey after programming has commenced will be subject to an additional charge based on the amount of time required to implement these changes.

All costs & timings are conditional and may change if final requirements fluctuate materially from those provided in this quote, length of interview, including methodology, the addition of screening criteria, additional quotas, additional geographies or other previously unidentified restrictive specifications.  The addition of client lists or poor quality/unproductive client lists may add to costs and timing.

Because the actual Recruitment and Honoraria Fees cannot be calculated prior to the completion of the Services and depend on, among other things, Client’s timely closing of the Survey once the target number of completed interviews has been achieved, the Total Fees are an estimate only – actual Recruitment and Honoraria Fees may vary.  Hard quotas required for all projects.

SCREENER
For Health Care surveys, a screener (the last question where respondents can potential disqualify based on their responses) longer than 12 questions is subject to additional costs for respondent honoraria depending on time, specialty, and geography.

PROGRAMMING & HOSTING
When applicable, The Company will be responsible for programming and hosting of the survey, quota management, providing sample recruitment, and incentive fulfillment unless stated otherwise. The Client will be responsible for providing a final survey in Word format and any study analysis or reporting.

REDIRECTS
When applicable, The Company will be responsible for providing sample recruitment and incentive fulfillment only unless stated otherwise. Client will be responsible for programming and hosting, implementing redirects and quota(s), quota management, collecting data, returning the unique URL identifiers, and data analysis.

PROGRAMMING
When quoted, these costs are estimated and subject to change based upon the final questionnaire design, complexity, and overall survey length. The final price will be provided upon receipt of the finalized survey instrument and requirements.

COMPLETION RATES
Costs per completed interview include a suspend rate of up to 15%. If the suspend rate exceeds 15% for any reason, the costs are subject to change and the feasibility and/or timeline may be impacted.

CLIENT-SUPPLIED SAMPLE
Written approval will be required by the client if The Company 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.

QUOTAS & OVERAGES
For The Company hosted surveys, the client will be responsible for payment of the total number of completed interviews and up to 10% of the over quota completed interviews (including both the cost and honorarium). For over quota completes which exceed 10% of total completes, the client will only be responsible for paying honoraria for all over quota completed interviews. The Company will make every effort to control the overall total and individual quotas. However, due to the technical restrictions of online data collection, some overages may occur.

For client-hosted surveys, including surveys hosted by third party who are commissioned by the client, the client is fully responsible for controlling all quotas and will be charged for all over -quota completed interviews (including both the cost and honorarium).

DUPLICATIONS
The client (or third party commissioned by the client) is fully responsible for removing or disqualifying any duplicate respondents during the screening process and prior to survey qualification, when the client is hosting an online survey and The Company is providing sample. The client will be responsible for payment of the total number of completed interviews and all over quota completed interviews (including both the cost and honorarium).

DATA QUALITY STANDARDS
The Company utilizes rigorous respondent recruiting and panel management processes. We carefully monitor respondent behaviors internally and disqualify respondents that are deemed unengaged. If the client desires to utilize their proprietary disqualification criteria, it must be provided to and agreed by The Company upon project initiation.

TRANSLATIONS
Cost for the translation of the open-ended questions is an estimate based on an average number of words (10 words per open-end). The actual number of words translated may increase or decrease the cost.

Translation cost of the questionnaire or discussion guide is estimated to be at 150 words per minute. This may increase or decrease based on the actual number of words translated. A minimum fee of $100 per translation change will be implemented for changes after translations have commenced.

PRIVACY
No information regarding respondent personal information may be collected by The Client (“PII”). This includes, but is not limited to respondent’s name, contact information (email, phone, fax, street address, etc.) without written notice and approval from The Company.

CONFIDENTIAL INFORMATION
All information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement shall be deemed to be confidential information (“Confidential Information”).

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:

i.  is or becomes generally available to the public, not due to any fault of the Receiving Party,

ii. is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, or

iii.  is rightfully received by the Receiving Party from a third party without a duty of confidentiality.

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 defense, at the Disclosing Party’s expense, to the extent permitted by law.

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. This Section shall also apply to Confidential Information disclosed in connection with proposed services that are intended to be covered by this Agreement.

LIMITATION OF LIABILITY
a)     The Company 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 The Company which may cause the Services to be cancelled or interrupted.

b)     If The Company is in breach of its obligations for any reason or terminates a confirmed booking of Services, The Company’s only liability is to return any advanced payments received for Services.

INDEMNITY
The Client shall indemnify The Company against any losses, damages, claims and expenses incurred in respect of the following, to the extent not caused as a direct result of the negligence of The Company or its employees:  Death or personal injury; Damage to the venue or any part of it; Damage to, loss or theft of any property.

INSURANCE
a)     The Client shall effect to maintain public liability insurance to a minimum cover of $2,000,000.

b)     The Client shall not do anything that might render void The Company insurance policy.

GENERAL TERMS & CONDITIONS
With confirmation of Services, The Client agrees to our general terms and conditions on our website.

With the confirmation of a booking/project, The Client agrees to the following general terms and conditions:

THE CLIENT

For the purposes of this document, “The Client’ refers to the company commissioning the project with Sago [“The Company”].

BOOKING PROCEDURE

On verbal or written confirmation by The Client, The Company will send, by email, a confirmation letter and ‘Confirmation Details’ form to The Client delineating the data collection services commissioned [the “Services”].  Any discrepancies should be addressed immediately to The Client’s contact point/account manager.

ADVANCE AND FINAL PAYMENTS

1. Invoices will be billed to The Client and settled in the currency of the quotation.  The Client will be liable for settlement of the account unless otherwise agreed in writing at the time of confirmation.
2. The Company requests an advance payment to cover all respondent incentives. This payment is to be received at least 5 (five) working days before the study. An advance incentive invoice will accompany our confirmation.
3. Unless otherwise agreed, a final invoice will be submitted to The Client upon the project’s conclusion.  Final invoice settlement is due strictly within 30 (thirty) days.

VALUE-ADDED TAX

VAT is chargeable to clients based in the EU. No VAT is charged on the invoice, as liability for the payment of VAT is reversed to the recipient.

For non-EU clients, VAT is chargeable for facility rental-only projects. Services are deemed to be used at The Company and not exported.

FACILITY RENTAL INCLUSIONS

Facility rental costs include a Qualitative Assistant, digital video recordings, digital/Mp3 audio recordings, and a high-speed internet connection. Suites (conference room and viewing room) are available one hour before the start time of the first session and one hour after the last session’s end time unless otherwise arranged.

PAYMENTS

a) Invoices will be billed to The Client and settled in the currency of the quotation. The Client will be liable for settlement for the Services unless otherwise agreed in writing at the time of confirmation.

b) For projects over 10 K €, The Company’s standard invoice policy is 50% of the total project value upon award & the balance at the completion of the project.

c) Sago standard invoice policy is 50% of the total project value upon award & the balance at the completion of the project, with payment terms of NET 30 days.

d) The Company reserves the right to reverse all discounts and/or rebates for the particular services, should a payment of an invoice be delinquent.

COLLECTION

If The Client’s account is not paid in accordance with these payment terms by the due date, The Company shall be entitled to charge interest measured from the due date in the amount of 1% per month until the account is paid in full.

If The Client’s account is in default and placed for collection, it is agreed that The Company will be entitled to collect all costs of collection, including reasonable attorney’s fees.

Unless otherwise agreed in writing between The Client and The Company,

1. Any dispute regarding any project governed by these terms and conditions shall be interpreted by the laws of the country where The Company is located (France, Germany, UK, or Spain).
2. Any legal action or proceeding filed in connection with any project governed by these terms and conditions shall be filed in the jurisdictions of the country where The Company is located (France, Germany, UK, or Spain).

AGENTS & CONTRACTORS

Services may be subcontracted by The Company, as required.  All quotations by The Company which are passed on must not be amended in any way.  Any commission or management fee must be presented separately from The Company costs.

BID EXPIRATION

The bid for Services is valid for 90 (ninety) days from the date provided.

STUDY SPECIFICATIONS

Costs submitted are based upon The Client’s specifications; changes in these specifications may result in changes in costs. Costs assume no respondent past participation stipulations.  Access to the research venue outside agreed hours will be at an additional hourly rate.

The Client may need to request cost revisions from The Company as more details become available post-confirmation. A typical example of when a cost review should be requested mid-project would be as exact translation, interpretation, and transcription requirements are finalized.

MANAGEMENT FEES

Management fees are not subject to client discounts.

CANCELLATION & POSTPONEMENT

In the event of cancellation or postponement, of the project once commissioned, a fee will be charged to cover the costs of all work undertaken and commitments made to the time of receipt of formal notification from the client, including an appropriate profit.

We maintain careful procedures to ensure recruited respondents honor their commitment to attend. We respectfully request that the recruited respondents be treated fairly if they must be canceled due to a client change of specification.

1. If the project is canceled:

• Within 15 – 28 working days before fieldwork: 25% cancellation fee for PM fees, completed recruitments, other services completed (e.g., translations)
• Within 8 – 14 working days before fieldwork:
  • 100% cancellation fee for PM fees, completed recruitments, other services completed (e.g., translations)
  • 100% of recruitment if respondents are already scheduled.
  • 50% moderator costs, 50% sim trans costs, etc.
  • Incentives: >4 working days: 0 %.
  • Room rental cost: 50%
• Within 4 – 7 working days before fieldwork:
  • 100% cancellation fee for PM fees, completed recruitments, other services completed (e.g., translations)
  • 100% of recruitment if respondents are already scheduled.
  • 90% moderator costs, 90% sim trans costs, etc.
  • Room rental cost: 0-7 working days: 100%
  • Incentives: >=4 working days: 0 %.
• Within 3 working days before fieldwork:
  • 100% of all services
  • Incentives: 2-3 working days before: 50%; <2 working days: 100%

1. If the project is postponed:

• Within 8 – 14 working days before fieldwork:
  • 100% cancellation fee for PM fees if project was started (recruitment, vendor booking, etc.)
  • Rescheduling fees will be charged, and any new recruits required due to the postponement will be invoiced.
  • 50% moderator costs, 50% sim trans costs, etc.
  • Room rental cost: 0%
• 4 – 7 working days before fieldwork:
  • 100% fee for PM fees
  • Rescheduling fees will be charged, and any new recruits required due to the postponement will be invoiced.
  • 50% moderator costs, 50% sim trans costs, etc.
• 3 working days before fieldwork:
  • 100% cancellation fee for PM fees
  • Rescheduling fees will be charged, and any new recruits required due to the postponement will be invoiced.
  • 100% moderator costs, 100% sim trans costs, etc.
  • Incentives: 2-3 working days before: 50%; <2 working days: 100%

CONFIDENTIALITY

“Confidential Information” means any database information of any nature (business, technical, financial, marketing,…) concerning The Client, The Company, or their employees, their processes or their concepts, their panel members or their list of respondents, and other information that The Company or The Client disclose to the other or obtain access to prior to or until the end of their contractual relationship, regardless of whether such access is disclosed or obtained through intentional disclosure by The Company, The Client; and/or its clients, inadvertently or otherwise, and regardless of whether the information is received in written, oral, visual or another form. Notwithstanding the foregoing, “confidential information” does not include information which: (i) is publicly accessible prior to receipt by The Client or The Company, or after receipt without breach of any agreement, (ii) is known to The Client or The Company, prior to disclosure, and is not otherwise subject to an obligation of confidentiality. Each party will keep the other party’s confidential information in a safe place and will treat and protect such confidential information with the same care with which it treats and protects its own highly confidential and proprietary information (but in no case with less care than is reasonable). The Customer and the Company will use confidential information only for purposes consistent with the purpose of the agreement between them. They will not disclose such confidential information to any person or company other than their employees who have a need to know such information. The Customer and the Company are responsible for compliance with these guidelines by their respective employees. Neither the Customer nor the Company shall take any steps to discover the equivalent of any confidential information or other material supplied by the other. For the avoidance of doubt, it is understood and agreed that the Company will not refer to the Customer as a customer of the Company, nor for advertising, promotional or other commercial purposes. No right or license to use Confidential Information or other interests is hereby granted for any purpose other than the services rendered. The Party disclosing the Confidential Information retains all right, title and interest in and to the Confidential Information and all intellectual property or other rights therein. The Company undertakes to have each participant in the market study sign a non-disclosure agreement designed to protect the Customer’s Confidential Information that may be communicated to the participants from any disclosure to third parties to the study

DATA PROTECTION

Definitions for commonly used terms are provided by General Data Protection Regulations (“GDPR”).

Compliance with laws: Personal Data from respondents are seen, collected, and shared on the basis of these T&Cs and in accordance with applicable Data Protection and Market Research regulations (GDPR, national Data Protection laws, ESOMAR, EphMRA, French ASOCS & SYNTEC, German ADM & ASI & BVM & DGOF, UK MR&S, Spanish AEDEMO…). The Parties shall not sell any Personal Data in connection with the Services rendered by The Company to The Client pursuant to the T&Cs.

Division of responsibilities:

– For studies based on The Client’s list, The Client is the Data Controller, and The Company is the Data Processor of the study.

– For studies based on The Company’s internal panel (and eventual external recruitment), The Client is the Data Controller of the study, The Company is the Data Controller of the recruitment and the Data Processor of the fieldwork.

– Anyway, The Company is the Data Controller of the incentive.

Data Controller’s rights and obligations:

1. Responsibility: The Controller alone is responsible for ensuring that processing is permitted also for adherence to the rights of the Data Subjects, that they are informed about the processing of their Personal Data and that their consent is collected as a lawful basis for participation in the study and for the disclosure of their Personal Data.
2. Measures: The Controller shall take technical and organizational measures to protect personal data against (a) unauthorized access or processing, (b) loss, destruction, manipulation or unauthorized disclosure, and shall comply with the minimum requirements of the regulations / measures described in Article 32 (1) GDPR.
3. Instructions: The Controller will give all instructions in writing or in an electronically documented format. Oral instructions given by the Controller are to be confirmed immediately in writing or in an electronically documented format.
4. Inspection: The Controller can conduct, or may appoint a third party to conduct, appropriate inspections at any time at the premises of the Processor, in order to demonstrate compliance with these T&Cs. The Processor will support the Controller during these inspections, providing all necessary information, documents and prove the implementation of any technical and organizational measures. The Controller is obliged, as part of these T&Cs, to keep confidential any knowledge of business secrets, confidential information, or Data Protection measures. The confidentiality obligation remains applicable after these T&Cs has been terminated. Such audits shall be performed during normal business hours and in a way that does not interfere with normal business activities of Processor and, where relevant, Processor’s sub-contractors. If such an audit reveals that Processor is not compliant with its obligations under these T&Cs, Processor shall promptly bring itself into compliance and pay reasonable costs associated with the audit, without prejudice to any other right or remedy available to Controller.
5. Notification: Should the Controller notice any irregularities in the processing done by the Processor, Processor will be informed immediately.
6. Support: Should a Data Subject make use of the Processor regarding claims, the Controller is obliged as far as is possible to support the Processor in defense of any claims.

Data Processor’s rights and obligations:

1. Instructions: The Processor processes Personal Data received from the Controller exclusively within the boundaries of these T&Cs and according to the instructions from the Controller, in as far as the Processor is not legally obliged to process the Personal Data in another way. The Personal Data is to not be used for any other purpose and copies will not be made without the Controller’s prior knowledge. This does not apply to back-up copies, as far as these are made to ensure the proper processing of the data, or for data which are required to adhere to other legal storage obligations. The Processor is obliged, within the boundaries of the Controller’s instructions, to correct, delete or limit the processing of the Personal Data if they do not have justified interest that contradicts this.
2. Notifications: If the Processor is of the opinion that an instruction given by the Controller infringes against a Data Protection regulation, it is to inform the Controller of this immediately and is entitled to abstain from work until the instruction has been changed or confirmed.

The Processor will inform the Controller without delay upon, and in any event no later than twenty-four (24) hours, after becoming aware of: (i) any request, order, demand, warrant or other document for the disclosure of and/or access to Personal Data by a law enforcement authority unless otherwise prohibited under applicable law, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation; (ii) any request, order or inspection activity by a Data Protection authority or other competent authority relating to Personal Data; or (iii) any request, complaint or question received from individuals in relation to their Personal Data. Processor shall not respond independently to any such questions, complaints and/or requests, unless otherwise expressly agreed in writing by Controller.

The Processor shall notify Controller without delay upon – and in any event no later than twenty-four (24) hours after – becoming aware of any breach of security leading to the accidental, unauthorized, or unlawful destruction, loss, damage, alteration, disclosure of, or access to, Personal Data. Processor shall provide to Controller all information relating to such breach and provide any necessary assistance to enable Controller to remedy any such breach and shall do so in a timely manner. In particular, and without prejudice to any other right or remedy available to Controller, following discovery of a breach, Processor shall, at its own costs and expenses, promptly take corrective action to mitigate any risks or damages involved with such breach and to protect the Personal Data from any further compromise and any other actions that may be required by applicable law as a result of such breach, subject to Controller’s prior written approval.

Should the property, or the Personal Data of the Controller at the Processor’s be damaged by third party measures (confiscation/seizure), including insolvency, the Processor is to inform the Controller immediately and take all measures to protect them (including informing the executing person that the authority and property rights of the data lies exclusively with the Controller as the person responsible).

1. Responsibility: The Processor ensures that it is aware of the Data Protection regulations that apply to it. The Processor is obliged to adhere to other confidentiality regulations, as far as they apply (e.g., bank secrets, telecommunications secrecy, public secrets, professional secrets). Should the Processor infringe on the data privacy regulation or acts outside of the Controller’s instructions, agreed goals or materials in such a way that it decides the purpose and means of processing, including to comply with a statutory obligation, then they will be considered to be a Controller in respect of that processing and will have the same liability as a Controller.
2. Access: Any employees of the Processor will be instructed regarding the Data Protection regulations and bound to the confidentiality agreement both before commencing their duties and during that time at regular intervals. Adherence to the regulations by the employees will be inspected accordingly. These T&Cs term should cover the Processor’s employees as well as any temporary workers and agency workers who have access to the Personal Data.
3. Security: A level of protection appropriate to the risk to the rights and liberties of the Data Subjects will be ensured for each concrete processing commission. In doing so, certain measures will be taken into account regarding confidentiality, integrity, availability or the system and their durability in regard to the type, scope, circumstances and goal of the processing. Also, the state of the art, costs of implementation, the probability of occurrence and the severity of the risk for the rights and liberties of Data Subjects are also to taken into account.

An appropriate risk assessment will be conducted and documented. The technical and organizational measures shall be deemed as sufficient to ensure the safety of the rights of the Data Subjects. The Processor will provide the Controller with proof of the adherence to the measures, should this be demanded. As proof, the Processor can present attestations, reports, or copies of reports from independent authorities (e.g., tax advisers, Data Protection officers, Data Protection auditors), or a suitable certificate. The Controller’s own inspection rights remain unaffected by this. The security measures may be adapted during the term of these T&Cs; however, they may never fall below the agreed standard. Significant changes are to be agreed upon by the contractual parties and documented.  The Processor is to inform the Controller immediately should the security measures not or no longer fulfil the requirements of the Controller.

1. Sub-contracting: The Processor may only forward information regarding Personal Data from these T&Cs to third parties upon prior instruction or permission. In particular, the Processor should not engage another processor (a Sub-processor) without the Controller’s prior specific or general written authorization. If a Sub-processor is employed under the Controller’s general written authorization:

– the Processor should let the Controller know of any intended changes and give the Controller a chance to object to them;

– the Processor must put a contract in place imposing the same Data Protection obligations on that Sub-processor.

The Processor is liable to the Controller for a Sub-processor’s compliance with its Data Protection obligations.

1. Support: The Processor is to support the Controller in a suitable fashion in:

– creating a directory according to article 30 section 1 GDPR,

– fulfilling the rights of the Data Subjects. Should a data subject assert their right to correction, deletion, or information directly to the Processor and this assertion is evidently directed at the Processor, the Processor will provide the person affected with a contract address for the Controller, or another contact possibility prior agreed on or to forward the request directly to the Controller, as far as the legal norms or professional regulations of the Market and Social researchers Association allow this. The Processor will not be held liable if the attempt made by the person affected is not answered, answered in correctly, or not in time by the Controller,

– by the creation of the Data Protection risk assessment in the necessary scope,

– in the defense of any claims, should a data subject make use of the Controller regarding claims.

1. Deletion: After the term of these T&Cs has lapsed, or earlier if the Controller so demands, the Processor is to return to the Controller upon demand all Personal Data received that is in connection with the commission. Should the return of data not be demanded, the Processor is to delete and destroy any Personal Data at the latest six (6) months after these T&Cs has come to term and to provide the Controller with proof of this. Video/Audio recordings need to be deleted twelve (12) months after the receipt (three (3) months for video recordings of German participants). The Processor is to ensure that data has indeed been deleted. The Processor may assert no retention rights. Where legislation imposed upon Processor prevents it from returning or deleting all or part of the Personal Data, it shall keep the Personal Data confidential, cease actively processing it, and delete it as soon as legally allowed and provide a written certification of the same to Controller. Documents which serve as proof that the mission was conducted in an orderly fashion and that the data was processed in a proper way are to be stored by the Processor in accordance with the storage terms above and beyond the end of these T&Cs. If required, the documents can also be delivered to the Controller.

Data transfer to the Client: All companies that perform market research are bound by the professional ethics and codes of national and international market research associations. The material provided may be in the form of audio recordings, files with coded or freely written responses, transcripts, copies of questionnaires, scans or notes from market research studies or observations. Despite the care taken by everyone involved to provide the Client with anonymized research data, individual responses or statements from participants, as well as linking several responses from a participant, could make it possible to identify one or more participants. In this case, the Client must protect their anonymity and not use individual pieces of directly identifiable information but rather, if possible, delete or anonymize this information. Furthermore, The Client also undertakes not to pass on to third parties or publicize any identifying information when processing the data or evaluating it for the study results. The Client shall communicate accordingly the obligation to guarantee anonymity to their own employees and any further recipients who have access to the respondent’s data, and to ensure that they only have access to the data to the extent required for the relevant purpose and handle the relevant data in the strictest confidence.

No contact shall be made with all respondents except for those express purposes without the prior written consent of The Company.

The Personal Data will be processed in the EU. Any processing or sub-processing done in a third country to EU/EEC requires the consent of the data subjects and may only be carried out on the basis of an adequacy decision or subject to appropriate safeguards, in compliance with GDPR articles 45 and 46.

Observer obligations: Respondents are to remain anonymous at all times. Therefore, The Client may observe an interview if they agree to the following conditions:

• on The Client’s own, no video or audio or written recordings can be made, no photographs can be taken;
• respondent’s anonymity can’t be revoked and The Client won’t try to identify them, e.g. looking for information on a social network;
• observation must be stopped if The Client is able to identify any respondent;
• information gained during the study can only be used by The Client for research purposes and only to pursue the aims of the study.

Clients’ databases: Clients are themselves responsible for ensuring that their databases are operated in accordance with legal requirements. The Company will bring to the Client’s attention any legal problems, particularly in terms of the data protection laws, if they become aware of these while handling the databases.

The Client may make addresses available to the Company in order to use these addresses for contacting purposes as bound by instructions. The Client remains the controller with respect to the data subjects in terms of their contact details. However, the requirement of anonymity still applies: The Client is not supposed to know who, from their list, participated to the study.

When addresses are transmitted, the provisions of the EU-UK-GDPR and, where applicable, other national provisions, must be observed. Participants on the list must have previously agreed for the sharing of their contact details with a MR agency. Providing information about double entries or untraceable addresses by name is only permissible if it is restricted to this fact and the main purpose of the contract is not to clean up the address database maintained by The Client (in which case it would not be for the purpose of research).

Liability: Parties shall be held liable in accordance with the legal regulations for all damages caused by culpable infringements against these T&Cs and any legal regulations that apply to them. This also applies to any damages caused by sub-processors. Any limitations to liability resulting from the main contract do not apply here. Sole jurisdiction over all disputes resulting from or in connection with these T&Cs is the European Country where the registered offices of the Controller are.

ANTI-CORRUPTION

The Company has a zero-tolerance Anticorruption & Bribery Policy.  We are committed to conducting business professionally, ethically, transparently and with integrity in all our interactions worldwide.  Our policy outlines acceptable and non-acceptable behaviors to ensure compliance with all obligations under national, local and international anti-corruption regulations. This level of requirement applies to any representative of the company (facilities, owners, directors, employees, and subcontractors).

We also expect The Client to not act in a manner that may result in the violation of any such Anti-Bribery Legislation. We would promptly inform The Client upon becoming aware of any violation of such Legislation in connection with the performance of the Services or if we have any information that causes it to suspect such a violation.

In the event of a material breach of the provisions of the Policy, or of Anti-Bribery Legislation, each party is entitled to terminate their agreement by written notice given with immediate effect.

An alert system is also available to the Company business partners on the website  www.sago.besignal.com . It allows, in a confidential framework, to report any breach of the present clause as well as of the Group’s Ethics Charter.

TRANSPARENCY OF INTERESTS FOR FRANCE

As part of the performance of the Services, The Company undertakes to enter into agreements with healthcare professionals that comply with the provisions of the French Public Health Code and to make all the necessary and compulsory declarations relating thereto to the “Conseil National des Ordres” concerned and “Transparence Santé”.

GOVERNING LAW

These terms and conditions shall be governed by and construed in accordance with the laws of the country of the European Union and the United Kingdom where The Company has an office. Depending on each clients’ relationship,this may be French, Spanish, German, or UK law. Upon a final and binding decision or judgment rendered against a party in connection with any arbitration or litigation between the parties concerning the services rendered under this Agreement, the reasonable and actual legal fees and disbursements of the prevailing party shall be borne by the unsuccessful party.

CLIENT
For the purposes of this document “The Client’ refers to the company commissioning the project with Sago [“The Company”].

BOOKING PROCEDURE
On verbal or written confirmation by The Client, The Company will send an email to The Client delineating the services commissioned [the “Services”].  Any discrepancies should be addressed immediately to the Client’s contact point/account manager.

PAYMENTS
a) Invoices will be billed to The Client and settled in the currency of the quotation. The Client will be liable for settlement for the Services unless otherwise agreed in writing at the time of confirmation.

b) The Company reserves the right to demand payment from The Client of up to 100% of total projected costs in advance of the booking.

c) Sago standard invoice policy is 50% of the total project value upon award & the balance at the completion of the project, with payment terms of NET 30 days.

d) The Company reserves the right to reverse all discounts and/or rebates for the particular services, should a payment of an invoice be delinquent.

COLLECTION
In the event that The Client’s account is not paid in accordance with these payment terms by the due date, The Company shall be entitled to charge interest measured from the due date in the amount of 1% per month until the account is paid in full.

In the event that The Client’s account is in default and placed for collection, it is agreed that The Company will be entitled to collect all costs of collection, including reasonable attorney’s fees.

Unless otherwise agreed in writing between The Client and The Company,

1. any dispute regarding any project governed by these terms and conditions shall be interpreted by the laws of the State of New Jersey.
2. any legal action or proceeding filed in connection with any project governed by these terms and conditions shall be filed in the Superior Court of New Jersey, venue in Middlesex County.

AGENTS & CONTRACTORS
Services may be sub-contracted by The Company, as required.  All quotations by The Company which are passed on must not be amended in any way.  Any commission or management fee must be presented separately from The Company costs.

Cancellation and Postponement

SERVICES
In the event that a project is postponed or canceled once the project date is confirmed, it is necessary to invoice The Client.  Charges will vary depending on location and partner and can impact all Services, including facility, recruiting, moderation, incentives, interpretation, translation, transcription, management fees, catering and technology services. If the Services are postponed, then charges may also vary depending on location and partner and may include rescheduling fees.

STUDY SPECIFICATION
Costs, timing and feasibility submitted are based upon The Client specifications and changes to any of these specifications may result in a change in cost, timing or even feasibility.  Incidence has been estimated based on available information.  If project incidence falls below the estimated percentage stated in this quotation, The Company reserves the right to adjust costs or timing or even feasibility for the Services.

PRIVACY
No information regarding respondent personal information may be collected by The Client (“PII”). This includes, but is not limited to respondent’s name, contact information (email, phone, fax, street address, etc.) without written notice and approval from The Company.

CONFIDENTIAL INFORMATION
All information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement shall be deemed to be confidential information (“Confidential Information”).

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:

i. is or becomes generally available to the public, not due to any fault of the Receiving Party,

ii. is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, or

iii. is rightfully received by the Receiving Party from a third party without a duty of confidentiality.

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 defense, at the Disclosing Party’s expense, to the extent permitted by law.

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. This Section shall also apply to Confidential Information disclosed in connection with proposed services that are intended to be covered by this Agreement.

LIMITATION OF LIABILITY
a)     The Company 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 The Company which may cause the Services to be cancelled or interrupted.

b)     If The Company is in breach of its obligations for any reason or terminates a confirmed booking of Services, The Company’s only liability is to return any advanced payments received for Services.

INDEMNITY
The Client shall indemnify The Company against any losses, damages, claims and expenses incurred in respect of the following, to the extent not caused as a direct result of the negligence of The Company or its employees:  Death or personal injury; Damage to the venue or any part of it; Damage to, loss or theft of any property.

INSURANCE
a)     The Client shall effect to maintain public liability insurance to a minimum cover of $2,000,000.

b)     The Client shall not do anything that might render void The Company insurance policy.

GENERAL TERMS & CONDITIONS
With confirmation of Services, The Client agrees to our general terms and conditions on our website.