TBRC Business Research Pvt Ltd?The Business Research Company (“TBRC”)
Consulting and Publication Services Terms & Conditions
Services And Statement Of Work.
These terms and conditions and the Order Form comprise the agreement pursuant to which TBRC provides the service/product to you (“Agreement”). In some cases the Order Form will be supported by a Proposal Document listing the approach to the project and the deliverables. Note that only the most recent version of proposal at the time of acceptance by TBRC of the Order Form will be valid, unless otherwise stated in the order form. In the event of any conflict between this Agreement and an applicable Order Form, the Order Form shall govern.
C ustomer`s Duties And Responsibilities.
Customer shall make available in a timely manner at no charge to TBRC all technical data, computer facilities, programs, or other information and resources reasonably required by TBRC for the performance of the Services. Customer will be responsible for, and assumes the risk of any problems resulting from, the content, accuracy, completeness and consistency of all such data, materials and information supplied by Customer.
Relationship Of Parties.
Each party will be and act as an independent contractor and not as an agent or partner of, or joint venturer with the other party, and neither party will by virtue of this Agreement have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
TBRC and Customer each agree to retain in confidence the Confidential Information of the other party. Each party agrees to: (a) preserve and protect the confidentiality of the other party’s Confidential Information: (b) refrain from using the other party’s Confidential Information except as contemplated herein; and (c) not disclose such Confidential Information to any third party except as is reasonably required in connection with the exercise of its rights and obligations under this Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein). Notwithstanding the foregoing, either party may disclose Confidential Information of the other party which is: (i) already publicly known; (ii) discovered or created by the receiving party without reference to or use of the Confidential Information of the disclosing party, as shown in records of receiving party; (iii) otherwise known to the receiving party through no wrongful conduct of the receiving party, or (iv) required to be disclosed by law or court order. The confidentiality obligations of this Section 4 shall survive the termination of this Agreement for a period of five (5) years. “Confidential Information” means all non-public information, trade secrets, know-how, inventions, techniques, processes, methodologies, programs, schematics, software, source code, data, work product, or any materials which are either designated as proprietary and/or confidential, or by the nature of the circumstances surrounding disclosure, should reasonably be understood to be confidential.
Intellectual Property Rights.
Consulting services performed by TBRC relate to research and analysis information, models and charts produced by TBRC. As a result, TBRC retains all right, title and interest in and to the materials, deliverables, Services and work product provided under each proposal. The materials, deliverables, Services and work product shall not constitute “works made for hire” as that term is defined in Section 101 of the U.S. Copyright Act. To the extent that any materials, deliverables, Services or work product are considered to be “works made for hire,” Customer agrees to assign all right, title, and interest in the foregoing to TBRC. Notwithstanding anything to the contrary in this Agreement, TBRC shall obtain no right, title or interest in any of Customer?s Confidential Information.
5.1.TBRC grants to Customer a nonexclusive, non-transferable, royalty-free license to use the deliverables solely for Customer?s internal use, pursuant to the applicable license or proposal relating to the TBRC research product or service at issue.
Customer Security Regulations/Work Policy.
Customer shall provide to TBRC, and TBRC shall ensure that its personnel or subcontractors make commercially reasonable efforts to comply with Customer?s security regulations. Unless otherwise agreed to by both parties, TBRC?s personnel (including its subcontractors) will observe the working hours, working rules, and holiday schedules of Customer while working on Customer?s premises provided that TBRC?s personnel are provided reasonable prior notice of all such hours, rules and schedules.
Warranty And Disclaimer.
TBRC warrants that it will use its commercially reasonable efforts to ensure that all services rendered pursuant to this agreement will be performed in a workmanlike manner consistent with industry practices. We do not warrant that the Product will meet your requirements or that it will be complete, error free or delivered without interruption. Findings, conclusions and recommendations in the Product are based on information gathered in good faith from both primary and secondary sources, whose accuracy we are not always in a position to guarantee.
Limitation Of Liability.
Notwithstanding anything else herein, all liability of TBRC and/or suppliers and/or subcontractors under this agreement or any Order Form hereunder shall be limited to the amount paid by customer to TBRC under the order form which is the source of the liability. All liability under this agreement is cumulative and not per incident.
Consequential Damages Waiver.
In no event shall TBRC or its suppliers or subcontractors be liable under this agreement for (a) any incidental or consequential damages, lost profits, lost data, or any other indirect damages even if such party has been informed of the possibility thereof, or (b) any costs or expenses for the procurement of substitute equipment or services.
Term And Termination.
10.1.The term of this Agreement shall commence on the Effective Date stated in the Order Form and shall continue in full force unless terminated earlier under the provisions of this Section 10. In some cases the term may be expressed in terms of work to be completed, in which case it will be considered to be completed when TBRC delivers its finalised document to the client.
10.2.Failure by either party to comply with any material term or condition under this Agreement or a proposal document issued hereunder shall entitle the other party to give the party in default written notice requiring it to cure such default. If the party in default has not cured such default within thirty (30) days of receipt of notice, the notifying party shall be entitled, in addition to any other rights it may have, to terminate this Agreement (and all Order Forms issued hereunder) and/or the individual Order Forms by giving notice effective immediately. Arbitration of such a dispute will be by a third party agreed between TBRC and the client.
10.3.This Agreement or individual Order Form may be terminated immediately by either party through written notice in the event that either party ceases to carry on business as a going concern, becomes the object of the institution of voluntary or involuntary proceedings in bankruptcy or liquidation, or a receiver is appointed with respect to a substantial part of such party’s assets.
10.4. Upon termination of this Agreement and Order Form(s), Customer shall pay TBRC for all work performed under the affected Order form(s) up to the effective date of termination. In addition Customer agrees, within ten (10) days after termination, to deliver to TBRC at TBRC?s discretion either: (i) the original and all copies of the Deliverables and related materials received by Customer in connection with the terminated work for which TBRC has not been paid in the course of performance; or (ii) a certificate certifying that Customer has destroyed the original and all copies of such Deliverables and related materials.
10.5. The rights and remedies of TBRC provided in this Section 10 shall not be exclusive and are in addition to all other rights and remedies provided at law, in equity or otherwise under this Agreement or Order Forms hereunder.
Assignment And Subcontracting.
Customer shall not assign or transfer any obligations or benefits under this Agreement without the prior written consent of TBRC. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns. The Services may be provided by TBRC or individuals or organizations employed by or under contract with TBRC, at the discretion of TBRC, provided that TBRC shall be responsible for the performance of such individuals or organizations.
All notices required or permitted hereunder will be in writing and deemed received when (a) delivered by post with acknowledged receipt; (b) sent as an attachment to an email with acknowledged receipt.
Except for payment obligations, each party shall be excused from any delay or failure in performance hereunder caused by reason of occurrence or contingency beyond its reasonable control.
Solicitation Of Employees.
Customer acknowledges and agrees that the employees and consultants of TBRC performing the Services are a valuable asset to TBRC and are difficult to replace. Accordingly, Customer agrees that, for a period of one (1) year after the completion of the Services, it will not offer employment as an employee, independent contractor, or consultant to any TBRC employee or consultant (including employees or consultants of TBRC’s subcontractors) who perform any of the Services.
The Agreement shall be governed by the English law. The parties agree to the exclusive jurisdiction of the Courts of England.
Authority Of Document
The Agreement is the entire understanding between the parties relating to the Product/Service and supersedes all previous agreements and understandings relating to the Product/ Service set out in the order form. In the event of any inconsistency between these terms and conditions and the Order form, the Order form shall prevail. The Agreement may only be varied in writing signed by an authorized representative of each party. Failure at any time to enforce any of these terms and conditions shall not be construed as a waiver of such provision or affect the right of either party to enforce the same. If any provision is held to be invalid or unenforceable by any tribunal of competent jurisdiction, the remaining provisions shall not be affected and shall be carried out as closely as possible according to the original intent.