ConsuMed Research Terms and Conditions

Preamble

These terms and conditions rule the relationships between ConsuMed Research (hereinafter « ConsuMed », simplified public limited company with a  capital of 70.000 €, whose head office is at Building C - 10 rue Mercoeur - 75011 Paris, Register of companies Paris B 452 078 962) and its clients (hereinafter the Client).

These terms and conditions supplement any special conditions that would be stated at the Travel Order accepted by ConsuMed. They prevail over any document from the Client, unless express and written acceptance from ConsuMed.

In case of any contradiction between these terms and conditions and special conditions accepted by ConsuMed, the latter will prevail and will be interpreted according to the terms and conditions.

Any order entails full adherence without any reservation from the Client to these terms and conditions.

To be effective, any exemption to the terms and conditions will need to have been previously accepted by ConsuMed, expressly and in writing.

The fact that ConsuMed doesn’t claim at some point one of the provisions from these terms and conditions cannot be interpreted as a waiver to such a provision at a later stage.

Article 1: Definitions

Estimate: Any estimate or proposal produced by ConsuMed based on requests from the Client
Travel Order: Any order from the Client, related to services and products provided by ConsuMed and accepted by ConsuMed. The Travel Order acts as an order from the Client
Client: Any natural or legal person giving the Travel Order
Respondent: Any natural or legal person from whom information are collected as part of a market research.

Article 2: Scope of project

ConsuMed provides the Client, who accepts, with the study services defined in the Travel Order, in particular according to the costs stated in the Travel Order and as per these terms and conditions.

The mission designation defined in the Travel Order is limiting. Any study or work that would not be expressly planned in the Travel Order will lead to an additional offer from ConsuMed and will be billed as extra costs from the fixed price stated for the project.

Article 3:Order Process

The Client sends ConsuMed a Travel Order outlining any quantitative specifications (number of requested persons, market research type, target and scope, …), location(s) of the project, expected period for achievement of the project, materials or means provided by the Client or those that need to be provided by ConsuMed, language used and potentially requested translations and more generally, any information enabling ConsuMed to produce an estimate.

If these items are not fully provided, ConsuMed can ask the Client about any additional information needed to assess the project and produce an estimate.

The estimate is created by ConsuMed on the basis of the only items given by the Client and/or stated at the mission proposal. It especially includes, depending on the project specifications, the different costs for the services, the running costs and recruitment costs… When applicable, the estimate states the project limits as well as the steps that may lead to the confirmation of the rest of the project depending on the results having been reached or noticed.

The cost of some services (in particular translation costs) is indicative and will be reassessed according to the final amount.

The estimate can be limited at 6 months in terms of validity.

The Client needs to validate the estimate produced by ConsuMed by accepting it in writing. This validation then constitutes a Travel Order. This is also the case for any mission request produced by the Client and confirmed by ConsuMed. Sending a confirmation letter or study material following the estimate given by ConsuMed is equal to a confirmation from the Client.

The Travel Order definitively commits the Client to pay the project cost, under the reservations sated below.

Article 4: Project Modification

4.1 Project modification before the beginning
Any project modification requested by the Client before the beginning only can be taken into account if it is stated in writing by the Client before ConsuMed launches its services and before respondent recruitment, it also has to be accepted in writing by ConsuMed.

ConsuMed can produce an additional estimate to take into account any modification request. Modifications requested by the Client will then be considered as accepted only when the Client will have sent the signed additional estimate.

In case of refusal from ConsuMed of the modifications requested by the Client, and if the latter asks for the project to be cancelled, Article 15 dispositions will then be applicable.

4.2 Project modification during the mission
Any modification requested during the mission will only be taken into account if the Client sends a written request and validates in writing the additional estimate from ConsuMed.

This estimate will include items subject to modification, including running and recruitment costs that the Client will then need to pay, apart from the price items that will have more or less impact on the price stated at the Travel Order.

4.3 Consequences of modifications requested by the Client
In case of any modification requested by the Client, ConsuMed will not be held responsible of any increasing period for achievement of the project that will result thereof. ConsuMed will indicate to the Client the new achievement periods that will then need to be taken into account.

4.4 Project modification notified by ConsuMed
If during the Mission, it seems that because of reasons external to ConsuMed or as part of the transitional steps planned in the estimate, part of the project cannot be executed according to agreed specifications, ConsuMed will need to advise the Client in writing, and offer him if possible, alternative measures that can be taken and that are compatible with the objectives and agreed period of the project or by indicating to the Client the impossibility to substitute an effective measure to the part no longer achievable.

The Client will then need to let ConsuMed know, in writing, and within the next 3 business days, if the Mission has to be interrupted or not. Failing this, the mission will continue only for the achievable part, and if applicable, taking into account the alternative measures offered by ConsuMed. In case of project cancellation from the Client, following the impossibility to execute an essential part, for reasons external to ConsuMed or because of an assessment carried out after a transitional step initially planned, ConsuMed will charge the Client for the only study costs induced at the cancelation date.

Article 5: Project execution

ConsuMed executes the Mission according to the provisions agreed in the Travel Order.

ConsuMed carries out the Mission with any required diligence and a high degree of professional skills, according to the profession standards and to the means stated between the parties for achievement of the project.

Except any specifications outlined in the estimate, ConsuMed alone is to ascertain the means and methodologies implemented to execute the project and will be able, without any specific agreement from the Client, to partially outsource the project execution. ConsuMed will then be liable with regard to the Client, for any services from the subcontractors for which it will directly pay all costs, unless noted otherwise in the request from the client. The subcontractor’s identity can be communicated to the Client if the latter asks.

ConsuMed strictly adheres to the professional codes of conduct and is also member of Syntec (http://www.syntec.fr/), ASOCS (http://www.asocs.org/), Esomar (http://www.esomar.org/) and EphMRA (http://www.ephmra.org/).

ConsuMed also abides to the standards ISO 9001 (2008 version) and 20252 (2012 version).

ConsuMed is only bound to a best endeavors obligation, according to the express convention between both parties.

ConsuMed commits to implement adapted means for a good execution of the project, within the limits defined in the Travel Order.

Article 6: Execution Period

The execution period of the project is specified in the Travel Order. ConsuMed shall implement all possible measures in order to achieve the project in the agreed time period. However, in case of any event that can have an impact on the agreed time period, ConsuMed will inform the Client indicating the new time period resulting thereof. ConsuMed’s liability because of exceeding the time period will only be committed in case of a demonstrated failure from ConsuMed and after unsuccessful formal notice.

Article 7: Creation of respondent lists

The creation of respondent list is set up in accordance with the project specifications.

Participant recruitment is carried out by ConsuMed, unless stated otherwise in the Travel Order.

ConsuMed organizes relationships with respondent according to the profession standards and in accordance with laws and regulations.

Unless otherwise specified in the Travel Order, Respondent’s personal data are strictly confidential and if they are collected by ConsuMed, this is only for internal use. ConsuMed assures the respondents that their identity will not be disclosed.

If, exceptionally, the Client wants to collect respondent identification data, this has to be mentioned in the Travel Order ; In that case, ConsuMed, when collecting the respondent’s agreement, will also collect the respondent’s agreement with regards to the communication of its personal data to the Client. In that case, the Client will be liable with regard to the respondents for respecting any applicable regulations in relation to the protection of personal data and will assure ConsuMed of its entire liability in this respect.

In case of any respondent’s personal data being forwarded in the above conditions, the Client commits not to disclose any data to any third party and to only use these data as part of the market research for which they have been collected, the Client will also not recontact any respondent whose data were transmitted for any other purpose.

Article 8: Study delivery

When the mission is completed, Consumed gives the study results to the Client, in the specific format stated in the Travel Order.

The Client should specify any observation or remark about the given results within a period of 30 calendar days from the day of the study delivery.

Beyond this period, the study will be, based on the agreement between both parties, deemed consistent with the Travel Order specifications.

Consumed commits to provide the Client, in case of any comment from the latter, with any useful explanation about the study results and execution as well as the methodology used.

If it appears that some parts of the study are not compliant with the Travel Order provisions, Consumed commits to redo the relevant study parts

Consumed commits to store data and information that have been forwarded by the Client or resulting from the study on a secured system, protected by a personalized username and password, a firewall and antiviral protecting the entire Consumed system.

If some study results are communicated to the Client by giving them access to the relevant files, via username and password, the Client commits to ensure the safety and confidentiality of this password and username and to use them only to collect the study results. It is assumed that every use of the Client username and password is done by the latter.

Consumed shall store for 2 years, from the date of study delivery to the Client, all elements that have been used to execute the study.

Except any particular note in the Travel Order, Consumed provides the Client with unprocessed results; the latter will then be in charge of the analysis of these results.

Article 9: Client's Obligations

The Client cooperates with ConsuMed to the successful realization of the project and provides ConsuMed with the tools agreed upon for its implementation. He will provide ConsuMed with any necessary document, information and/or product for the realization of the project set out in the Travel Order.

In the hypothesis where, for the purposes of realizing the project, the Client trusts ConsuMed with materials or products, the Client agrees to:

  • Provide materials in compliance with all applicable laws and regulations;
  • Provide ConsuMed with any information associated with product safety as well as transport, storage and usage conditions;
  • Assume responsibility for damage and theft insurances;

The Client agrees to provide data or documents (images, texts, videos, audio footage, etc.) in compliance with applicable regulations and to ensure these are free of copyright so that ConsuMed will be able to use them without infringement of any third-party property or non-property rights, including third-party individual rights and intellectual or industrial property rights.

The Client declares to be the rightful owner, or possessor, of any data, information or document communicated to ConsuMed.

In general, the Client expressly guarantees ConsuMed against any form of recourse from any user or third-party as well as against any action or claim which could be taken against ConsuMed in respect of the contents and/or usage of the communicated information, data or document.

Article 10: Price - Terms of payment

10.1 Price
The price agreed upon within the Travel Order only includes the services anticipated in the latter.

Any additional service will result in a complementary invoice and amendment to the initial Travel Order.

Prices are exclusive of any applicable VTA, charge or tax. They shall be increased with any applicable charge and tax depending upon localization of the originator and/or the project venue.

10.2 Terms of payment
Invoicing is established upon completion of the project, within 8 days following the end of the project. It includes Client’s information as well as the references of the project

If advance payments are due, they must be paid following the terms agreed upon within the Travel Order.

All payments are net of fees, without any discount and are due within 45 days from the date of invoice.

10.3 Late payment - Penalties
Any amount unpaid by its due date will result in, as of right and without any prior notice, interest at 3-month Euribor rate, increased by 5 points, without prejudice to the 40 € fixed compensation for recovery expenses applicable for any unpaid invoice at its due date.

Article 11: Property

The transfer of intellectual property of the project carried out by ConsuMed will be effective at the date of settlement of the project.

ConsuMed guarantees that all research materials communicated to the Client do not infringe with any third-party intellectual property rights.

ConsuMed agrees not to mention, in its communications, advertisements or any other document, the subject of the research carried out on behalf of the Client, unless expressly authorized by the Client.

ConsuMed can however communicate the Client’s name in its commercial references.

Article 12: Confidential Information - Non disclosure

ConsuMed and the Client mutually agree to strictly adhere to the provisions of the clause below.

As part of this confidentiality agreement, each party agrees to provide the other with comprehensive protection of the information transferred between ConsuMed and the Client which is not meant to be disclosed to third-parties or the general public (“Confidential Information”), whilst preserving each party’s ability to carry commercial activity. Each party acknowledges the following terms will be applicable when one the party (“Discloser”) discloses Confidential Information to the other (“Receiver”) as part of this agreement.

12.1 Disclosure
Each time one of the parties wishes to disclose specific Confidential Information to the other party, or wishes to undertake multiple disclosures with respect to a given subject, the Discloser will provide a Notice as to this agreement (“Notice”) before disclosure. The Notice will include the expected disclosure date, initial and final, a non-confidential description of the Confidential Information to be disclosed and any other term. The Notice shall be signed by the Discloser and the Receiver to allow effective disclosure.

Confidential Information can be disclosed through: (i) presentation; (ii) delivery; (iii) authorized access, for instance through a database; or (iv) any other express media. Confidential Information shall be identified as confidential at the time of disclosure and all documents containing Confidential Information shall have a caveat marking. The Discloser shall not disclose to the Receiver any Confidential Information not mentioned in a signed Notice or any information the Discloser is not allowed to disclose.

Disclosure can be done by the Discloser or one of its affiliated companies. An affiliated company means any corporation, firm or other entity that: (i) is controlled by one of the parties of this agreement; (ii) controls one of the parties of this document; or (iii) is under joint control of one of the parties of this document. In this regard, “Control” means that either over fifty per cent (50%) of the shares of the controlled entity or of the property interest representing the right to make decisions for such entity are owned or controlled, directly or indirectly, by the majority entity or that the latter entity has a decisive influence over the controlled company. An entity is considered as an Affiliated Company when this property or control actually exists.

12.2 Protection
For two (2) years following disclosure date, the Receiver will avoid disclosure of Confidential Information owned by the Discloser with the exact same care and discretion that the Receiver implements with its own non-disclosable information. As to this obligation, the Receiver shall not use the Discloser’s Confidential Information outside of the purpose stated in the contract.

12.3 Exceptions
The Receiver can disclose the Discloser’s Confidential Information to: (i) its employees and contractors, as well as the employees and contractors of its Affiliated Companies who need this information; and (ii) to any other party with prior written consent of the Discloser. Upon Receiver’s request, the Discloser can proceed with disclosure directly to these parties on behalf of the Receiver. Before such a disclosure or request from the Receiver, the latter shall make an appropriate and sufficient agreement with the party stipulating that the party shall use the Confidential Information in compliance with this clause. The Receiver can disclose Confidential Information to the extent permitted by applicable law, but shall give a reasonable advance notice to the Discloser in order to allow the Discloser to obtain a protective measure.

No obligation can be applied to Confidential Information that: (i) are already legitimately owned by the Receiver or are received legitimately by the Receiver without any non-disclosure obligation; (ii) are developed independently by the Receiver; (iii) were publicly available at the time of disclosure, or became publicly available at a later stage without any act of fault from the Receiver; (iv) are disclosed by the Discloser without signed notice as stipulated in Section 1; (v) are disclosed to a third party by the Discloser without any non-disclosure obligation; or (vi) are fundamentally disclosed by the Receiver at the time of usage, distribution, implementation or commercialization of a product or service.

12.4 Disclaimers
The Discloser only provides information “as such”. This Agreement and any Confidential Information disclosure made in this framework cannot: (i) give right or authorization to one of the parties over any copyright, patent, know-how or trademark; (ii) obligate one of the parties to disclose or receive Confidential Information, to perform work, to commit to an authorization, a commercial engagement or any other agreement; (iii) limit one of the parties in developing, manufacturing or commercializing products or services potentially competing with those of the other party; (iv) create a joint relation or authorize one of the parties to act or express on behalf of the other party; or (v) limit one of the parties in committing in a commercial relationship with other parties.

12.5 Background information
The parties cannot delegate or transfer their rights or delegate their responsibilities or obligations in the framework of this Agreement without prior written consent of the other party. The Receiver shall respect any applicable law in the country of the Discloser as well as in its own country and the laws applicable to exportations. Only a written agreement signed by both parties can amend the provisions of this Agreement. All the provisions set in this Agreement that, by their very nature, extend beyond its termination shall remain effective for an unlimited period. In case of conflict between the provisions of this Agreement and a Notice, the provisions included in the Notice shall prevail.

Article 13: Personal data

ConsuMed is sole responsible for respecting applicable regulations when collecting Respondent’s personal data, processing this data and implementing the rights to access, modify or delete this data for the Respondents.

However, if the Client requested from ConsuMed communication of personal data, in full or in part, ConsuMed shall notify Respondents and collect their consent. The Client shall then be sole responsible for respecting applicable regulations depending upon the localization of data collection and/or processing.

The Client shall notify ConsuMed in advance if the collected data are likely to be communicated outside of the European Union.

The Client warrants ConsuMed that he will implement a data protection system compliant with applicable European guidelines in this field and with French law if applicable.

The rights given to Respondents to access, modify or delete this data shall be borne by the Client who will communicate in advance to ConsuMed the contact information necessary to exercise these rights.

The Client warrants ConsuMed against any claim or liability that can be intended towards ConsuMed because of these personal data and shall compensate ConsuMed for any incurred prejudice, judgment, expenses or consulting fees, upon first request by ConsuMed.

Article 14: Force majeure - Unforseeable Circumstances

ConsuMed may fully discharge of all its obligations or delay their implementation in case of events considered by law or case law as force majeure, such as war, riots, fire, strikes, etc. or if the project, in full or in part, cannot be completed according to the agreed terms, because of third-party and in the absence of fault from ConsuMed, without this resulting in any compensation.

ConsuMed shall notify the Client through any necessary mean of the occurrence of such an event.

Article 15: Termination

15.1 Termination for default
In case of default of one of the parties with respect to one of its contractual obligations, except situations of force majeure, unforeseeable circumstances or caused by a third-party, termination of the contract shall be rightfully incurred, but only if a notice sent by recommended letter with receipt notice remains unanswered for 15 days, notwithstanding any damage and interest that could be claimed because of the above shortcomings by the terminating party.

15.2 Anticipated termination
If the Client requests an anticipated termination, in the absence of shortcoming from ConsuMed, the latter shall have the right to invoice the Client for the entire Research. However, if the reasons for termination are considered as legitimates, and with ConsuMed’s consent, the Client could be only invoiced for the part of the project that has already been completed, in addition to refunding the expenses made up to the date of termination.

Subject to the payment by the Client of due sums in respect with the preceding paragraph, ConsuMed shall transfer to the Client the property of the research outcomes and materials collected until the date of termination.

Article 16 Non-assignability

The contract is agreed upon in a strictly personal capacity. As a consequence, the parties cannot transfer to a third-party, in full or in part, the rights or obligations resulting from this contract without the other party's consent.

Article 17: Applicable law - Settlement of disputes

The law applicable for this contract is French law.

Any dispute relative to the interpretation and/or execution of this contract, even in case of action to enforce a warranty or multiple defendants, and in the absence of mutual agreement, is within exclusive jurisdiction of the commercial court where the head office of ConsuMed is located.

However, in case of dispute the parties agree to respect a 30-day conciliation procedure. The claimant party shall send a written notice of claim, describing with sufficient accuracy the reason for the claim and the resulting request. The receiving party shall benefit from a 10- business day period to outline its reasoned position with regard to the claim. If the dispute persists, the parties agree to have a bona fide conversation in order to solve the issue amicably. They shall dedicate for this purpose a 30-day period following reception of the response from the receiving party in order to organize such conciliation, with the help of a third-party conciliator if necessary. The parties agree not to bring the case to any jurisdiction, until the conciliation period expired, except in case of urgent necessity.

Article 18: Period of application - Modifications

These Terms & Conditions are applicable from July, 1st 2014.

ConsuMed retains the right to amend or complete these Terms & Conditions at any moment. The only Terms & Conditions applicable are those applicable at the date of issuance of the Travel Order.

The Client that once validated the Terms & Conditions through the acceptance of a Travel Order acknowledges that all future relation with ConsuMed shall be governed by these Terms & Conditions, except if further modifications of the Terms & Conditions again involve acceptance from this Client.

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