Navigator Insight Limited

General Terms and Conditions of Business
 

1. Contract and Scope

1.1 These terms apply to all services provided by Navigator Insight Ltd.

1.2 The specific services are defined in the Engagement Letter.

1.3 Changes to the scope, timing or costs in the Engagement may incur additional fees. Changes will be discussed and agreed before project commencement and a revised fee proposal provided.  
 

2. Fees and Payment

2.1 Fees are generally based on time spent, skill level and responsibility required and are valid for 3 months from the date of the proposal.

2.2 If the project is cancelled or postponed after commission, cancellation charges may apply based on the project stage reached. If fieldwork has begun, 100% of executive time may be charged. If cancellation is less than 5 working days before fieldwork begins, 50% may be charged. If cancellation is after commissioning and up to 5 working days before fieldwork begins, 25% may be charged. Cancellation or postponement fees from third party suppliers, such as field agencies or viewing facilities, will be passed on as incurred. Incidental expenses incurred will be passed on plus a 15% handling charge. If postponement by the client creates additional work beyond the original proposal, that work will be charged, together with any additional supplier costs caused by the delay.

2.3 Normally 75% of the fees are payable on commission with the remaining 25% payable on the date of project completion.

2.4 Invoices are payable on receipt.

2.5 Interest of 4% above the Bank of England base rate may be charged on overdue invoices after 30 days of issue.

2.6 Clients may be jointly and severally liable for fees where more than one client is engaged.

2.7 VAT and other applicable taxes are additional.
 

3. Client Responsibilities

3.1 The client must provide accurate, complete and timely information.

3.2 The client must keep us informed of developments relevant to the engagement and provide access to data relevant to the project.
 

4. Intellectual Property

4.1 The Intellectual Property Rights in the [Engagement Letter] project scope and in all materials provided to you or otherwise generated while carrying out the engagement, shall remain the property of Navigator Insight.

4.2 We will, however, be free to use any skill, know how or methodologies employed, developed and/or created in performing the Services when performing services for other clients.

4.3 You agree that we will have complied with our duty of confidentiality if we take such reasonable steps as we in good faith think fit (and no less than the protection we afford to our own confidential information) to preserve the Confidential Information both during and after termination of the Engagement.

4.4 The provisions in this section 4 restricting disclosure of Confidential Information shall not apply to any Confidential Information which:

4.4.1 is or becomes public knowledge other than as a consequence of a breach of the Engagement;

4.4.2 is disclosed to any sub-contractor or third party for the proper performance of the Engagement or more generally to those sub-contractors or third parties providing administrative, infrastructure and other support services to us including via the use of a data sharing site on terms of confidentiality no less strict than as contained here;

4.4.3 is disclosed to our auditors, insurers or in connection with potential litigation;

4.4.4 is already in the possession of the other party without restriction before the date of receipt from the disclosing party; or

4.4.5 is required to be disclosed by any applicable law, regulation, regulatory authority or order of a court of competent jurisdiction or enforceable request of any recognised stock exchange or other competent authority (including HM Revenue and Customs).

4.5 You agree to reimburse any reasonable costs we may incur in complying with any legal, professional or regulatory disclosure requirement relating to the Engagement or which relates in any way to you save where such a disclosure originates from a regulatory proceeding against us.

4.6 Clients receive a licence to use deliverables for the purposes stated in the engagement.

4.7 You agree that you will obtain our permission in advance before quoting our research in any future papers, documents, promotional materials or press releases.  

4.8 Any use of our research outputs to train generative artificial intelligence technologies is expressly prohibited.
 

5. Confidentiality and Use of Deliverables

5.1 We shall use Confidential Information solely for the purpose agreed in the Engagement Letter and project scope.

5.2 Navigator Insight may share information with affiliates, subcontractors and support providers where necessary.

5.3 Deliverables are intended only for the client and should not be shared with third parties without consent.

5.4 No responsibility is accepted for third-party reliance on their work.

5.5 Draft documents should not be relied upon unless confirmed in writing.
 

6. Data Protection

6.1 If during the Engagement, we are a separate and independent controller when processing Personal Data pursuant to the Engagement each party shall:

6.1.1 comply with our respective obligations under the Data Protection Legislation as they apply to the performance of each of our respective obligations under the Engagement.

6.2 If, during the Engagement we process on your behalf as processor Personal Data you have provided to us for the provision of the Services, then the type of Personal Data processed pursuant to the Engagement, including the subject matter, duration, nature and purpose of the processing, and the categories of data subjects, are as described in the Engagement Letter and as outlined in our privacy statement and:

6.2.1 each party warrants to the other that it has complied with and undertakes to continue to always comply with the Data Protection Legislation.

6.2 Navigator Insight may process personal data and use approved subcontractors or processors, including overseas firms, subject to appropriate safeguards.
 

7. Non-Solicitation

7.1 Neither party may recruit or engage staff working on the engagement during the engagement and for 6 months afterwards without written consent.
 

8. Termination

8.1 Fees incurred up to termination remain payable in accordance with section 2.
 

9. Limitation of Liability

9.1 Nothing in this Engagement shall exclude, restrict or prevent a claim being brought

in respect of Losses finally judicially determined to arise primarily from fraud or bad faith or any other liability which cannot be lawfully limited or excluded.

9.2 Navigator Insight is not liable for losses arising from inaccurate or incomplete information provided by the client.

9.3 Unless another limit is specified in the Engagement Letter, liability is capped at the greater of (a) three times the fees paid/payable, or (b) £500,000.

9.4 Other than set out in section 9.1 Navigator Insight or any sub-contractor shall not be liable for any loss of use, contracts, data, goodwill, revenues or profits (whether or not deemed to constitute direct Losses) or any consequential, special, indirect, incidental, punitive or exemplary loss, damage, or expense under or in connection with the Engagement.
 

10. Governing Law

10.1 The Engagement and any dispute or claim arising out of or in connection with the Engagement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and Navigator Insight and the Client irrevocably submit to the exclusive jurisdiction of the Courts of England.  
 

11. Survival

11.1 The provisions of this Engagement which either expressly or by their nature extend beyond the expiration or termination of this Engagement shall survive such expiration or termination, including, without limitation, sections 1 (General), 2 (Fees), 4 (Intellectual Property Rights), 5 (Confidentiality, publicity and the Use of Deliverables), 6 (Data Protection), 7 (Non-solicitation), 9 (Limitations of liability and exclusions) and 10 (Governing law).
 

12. Complaints Process

12.1 If you are dissatisfied with any part of our service, please tell us. If you have a complaint about any aspect of our service which cannot be resolved to your satisfaction through the person responsible for your project, the circumstances of your complaint should be brought to the attention of the relevant Managing Partner.

12.2 We undertake to investigate any complaint you have carefully and promptly and do all we can to explain the position to you. If we do not answer your complaint to your satisfaction, you may of course take the matter up with the Market Research Society.
 

13. General Provisions

13.1 Records may generally be destroyed after seven years unless retention is requested.

13.2 Navigator Insight may subcontract work to partners and subcontractors in the UK.

13.3 No third party generally has rights under the contract.

13.4 Electronic communications are permitted, but complete security cannot be guaranteed.

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14. Definitions

In the Engagement, the following terms shall have the following meanings:

14.1 “Addendum” means any agreed written variation to the Engagement Letter.

14.2 “Client”, “your” or “you” means the person, firm or company to whom our Engagement Letter is addressed and to whom the Services are provided.

14.3 “Confidential Information” means all information including personal data (as defined by Data Protection Legislation), know-how, knowledge, data or expression of opinion which we may each disclose to the other whether in writing or orally or by any other means whatsoever.

14.4 “Contract” means the contract formed by the Engagement Letter, these General Terms and Conditions of Business and any other incorporated addendums, appendices or enclosures.

14.5 “Data Protection Legislation” means (i)UK GDPR; (ii), the Data Protection Act 2018 (“DPA”); (iii) in the UK, the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time; and the terms “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing”, “processor”, “controller” and “supervisory authority” shall have the meanings set out in the UK GDPR.

14.6 “Deliverables” means all reports, documents, publications, or any other product of the Services in final form.

14.7 “Engagement” means the agreement between the Client and Navigator Insight comprising the [Engagement Letter] and these General Terms and Conditions of Business.

14.8 “Engagement Letter” means the letter, with any agreed and attached schedule, annex or appendix, which covers the detail of the service to be provided together with any agreed Addendum.

14.9 “Intellectual Property Rights” means patents, trade and service marks, design rights (whether registerable or otherwise), applications for any of these, data, software, designs, utilities, tools, models, systems, methodologies, know-how, copyrights, database rights, rights in or relating to confidential information, trade or business names and other similar rights or obligations whether registerable or not in any country.

14.10 The expression “party” or “parties” shall mean the Client and Navigator Insight.

14.11The expressions (as the context permits) “our”, “we” or “us” in the Engagement means Navigator Insight its employees and agents, and in all cases any successor or assignee.

14.12 “Site” any website, platform or online location, such as a project room, data room or portal, which we establish and use in the provision of the Services, procure from a third party and/or maintain on your behalf, and to which information (including Personal Data) is stored and/or transferred in connection with the Services, with the intention of providing the Services to you and/or sharing such information with you and/or permitted third parties in the performance of the Services.