Standard Terms of Engagement

BASIS FOR PROVIDING OUR SERVICES

In order to provide you with a statement of the terms and conditions under which we provide our Services (“Services”), we have prepared these Standard Terms of Engagement. These terms will apply to all Services rendered by us unless a different or supplemental arrangement is agreed upon and confirmed by us in writing.

SCOPE OF OUR SERVICES

We will provide the Services described in the project Quotation, in consideration for the amounts referred to therein. Any additional Services not disclosed in the Quotation will be billed separately and will be processed only after execution of a revised Quotation or other form of change order acceptable to both you and us and to be confirmed in writing.

VALIDITITY OF THE QUOTATION

Costs and feasibilities outlined in the project Quotation will be valid for 60 days from the date the Quotation was provided (“Validity Period”) and will be based on the information provided during the bidding stage. Should there be changes to the project scope and/or the project is won outside the Validity Period, we reserve the right to modify the Quotation as needed.

OUR FEES

Service fees will be as prescribed in the project Quotation and will be subject to applicable taxes and disbursements described therein. Additional Fees may also apply for Project Minimums, CPI Adjustments, List Matching, Programming and Translations, and Early Termination as further described below.

Project Minimum. A minimum fee as outlined in the project Quotation will be applied to each project.

CPI Adjustment. We reserve the right to adjust the Cost per Interview (“CPI”) if the Incidence Rate (“IR”) is 10% lower than the initial IR quoted. If the IR remains at or above the quoted IR, the CPI quoted will remain valid.

List Matching. We do not charge for the initial list match required against our panel. Where additional list matching is required or special matching requirements are needed, an additional fee may apply.

Programming And Translation. For any programming services, the panelist’s overall experience will be no longer than the estimated Length of Interview (“LOI”). The survey will be of average complexity and will not require any special requests (ex. Audio, video, flash technology, java, HTML, Dynamic HTML, conjoint activity). Programming and translations costs are estimates and costs will be updated once the final material is received. Additional costs may arise should there be an increase in changes to the final questionnaire received. Final data files will be provided in Excel, SPSS (.sav) or ASCII (with a template) format.

Early Termination. In the event that a project is terminated prior to the completion of the project, you are responsible for full payment of the CPI applicable to any recruited panelists, and all programming and/or translation costs incurred up to the date of cancellation. In addition, you may also be responsible for full or partial payment of incentives for any cancelled panelist(s) for Qualitative projects as further described below.

Upon receiving notice from you of a change in project parameters or cancellation of a Qualitative project, the following charges will apply:

• CPI for panelist that have been confirmed:
• 50% of the CPI if we can reschedule them; otherwise
• 100% of the CPI will be due
• Incentives for panelists that have been confirmed:
• More than 24 hours cancellation notice: 25% of the applicable incentive amount will be due and paid to confirmed panelist
• Less than 24 hours cancellation notice: 100% of the applicable incentive amount will be due and paid to confirmed panelist.
• If the panelist has been invited but not confirmed prior to cancellation or any change in parameters, we will proactively let them know that their participation is no longer required and no incentive amount will be due or paid.

If the panelist(s) cancels, we will replace/reschedule them at no additional cost (assuming there is feasibility and moderator availability). If this is not possible, we will not charge for the panelist(s) nor will any incentives be due or paid to the panelist(s).

SALES TAX

Except for certain limited statutory exceptions, all persons who reside or carry-on business in Canada must pay sales tax on fees for Services performed in British Columbia, Canada. In addition, certain Services provided to non-residents of Canada may be subject to sales tax.

BILLING ARRANGEMENTS AND PAYMENT TERMS

Unless agreed in writing, 50% of the quotation is due and payable upon receipt. The remaining 50% of the quotation will be invoiced upon project completion. Invoices are due and payable upon receipt. A service charge of 1.5% per month (19.56% per annum) will be added to any invoice not paid within 30 days of billing. For qualitative projects (eg. interviews or focus groups) 100% of incentives are due and payable 48 hours in advance of the first interview or focus group.

TERM AND TERMINATION

Term. The term (“Term”) of our Services will be as set forth in the project Quotation. If no Term is specified therein, the Term will be for the duration of time that it takes for us to provide the Services.

Termination. You may terminate our Services at any time with prior written notice. The termination of our Services does not affect your obligation to pay for our Services and expenses incurred up to the time of such termination, including the period of notice of termination, as outlined in the aforementioned Early Termination section.

In the event of termination of our Services by you or by us, we will send you a final statement of charges through to the date of termination and will deliver to you all your documents and files (exclusive of our internal notes and work papers) upon payment of our account.

INTELLECTUAL PROPERTY

Ownership of Work Product. The product of the Services provided by us under these Standard Terms of Engagement (“Work Product”) will be your sole and exclusive property. Without limiting the generality of the foregoing, you will be the sole owner of all rights in and to the Work Product including patents, trade secret rights, copyright and other proprietary rights, whether or not those rights are now existing or come into existence hereafter and whether those rights are now known, recognized or contemplated.

CONFIDENTIALITY

Confidential Information. For the purpose of these Standard Terms of Engagement, “Confidential Information” means includes the name, e-mail address, mailing address, telephone number or other identifying information of our panelists (“Personally Identifiable Information”), our quoted feasibility, CPI and incentive amounts. Confidential Information also includes technical, statistical, corporate, financial, economic or other information or knowledge generally which either of us provide to the other pursuant to or in connection with this engagement and indicate as confidential, whether disclosed orally, or in the form of written material, computer data or programs, and includes information respecting models, mechanisms, processes, photographs, intellectual property, know-how, trade secrets or otherwise, however obtained, and whether obtained before or after the execution of these Standard Terms of Engagement, but does not include information that; is disclosed lawfully by a third party who has no obligation of confidentiality with respect to the disclosed information; is or becomes generally known to the public, other than by a breach by either of us of our obligations under these Standard Terms of Engagement; or is already known before disclosure under these Standard Terms of Engagement, as evidenced by written records and which is not the subject of a previous confidentiality agreement between the parties.

Confidentiality. Except with the prior written consent of the other party, the parties hereto will maintain all Confidential Information in strict confidence and will not disclose that information to any subcontractors, employees or to any third parties, except in our case to the extent necessary to perform our Services.

Personally Identifiable Information. Except with prior written permission, our panelists’ Personally Identifiable Information may not be requested by you in the survey (ex. Name, any contact information).

Privacy. In connection with the delivery of our Services, we will respect the privacy of all personal information and will collect, use, and disclose such personal information only in accordance with our Privacy Policy, copy of which will be provided to you upon request.

INDEMNITY

Indemnity. You and us agree to indemnify and hold each other harmless against any and all claims, damages, liabilities, losses, suits, actions, investigations, proceedings, or causes of action and all related costs and expenses, including, without limitation, all legal fees and expenses on a solicitor and own client basis, relating to any breach of you or our obligations hereunder, or any unlawful use of the Work Product.

WARRANTIES

Warranties. Unless otherwise expressly provided in these Standard Terms of Engagement or the project Quotation, we make no representation, warranty, condition or guarantee as to the merchantability, fitness for a particular purpose or any other representation, warranty, condition or guarantee regarding any aspect of our Services or the Work Product or the reliability of the results found therein.

LIMITATION OF LIABILITY

1. Under no circumstances will we be liable to you or any third party for any indirect, incidental, special or consequential damages, expenses, costs, liabilities or losses whatsoever including lost profits, anticipated or lost revenue, loss of data, loss of use of any information system, failure to realize expected savings and/or any other commercial or economic loss, whether arising in negligence, tort, statute, equity, contract, common law or any other cause of action or legal theory, even if we have been advised of the possibility of such loss or damage. You acknowledge and confirm that the limitations of liability set out in this section are fair and reasonable in the commercial circumstances of these Standard Terms of Engagement and that we would not have entered into these Standard Terms of Engagement but for your agreement to limit our liability in the manner and to the extent provided for herein.
2. Subject to section 1 above, our total cumulative liability, if any, to you for any damages or other liability arising out of or in connection with the provision of our Services, will in no event exceed the total amount of our fees actually paid by you in respect of our Services.

GENERAL

Relationship of Parties. The parties will be deemed to be solely independent contractors and these Standard Terms of Engagement will not be construed to create any partnership, joint venture, agency, or franchise.

Law. These Standard Terms of Engagement will be governed by the laws of the province of British Columbia. Each party attorns irrevocably and unconditionally to the non-exclusive jurisdiction of the courts of the province of British Columbia, and to courts to which appeals therefrom may be taken, in respect of all actions, causes of action, suits and proceedings arising out of or relating to these Standard Terms of Engagement.

Entire Agreement. These Standard Terms of Engagement, together with the project Quotation, as may be amended from time to time, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all previous discussions, negotiations, and agreements. To the extent of any conflict between these Standard Terms of Engagement and the project Quotation, the former shall govern and be binding upon the parties.

Assignment. No party to these Standard Terms of Engagement may assign the whole or any part of these Standard Terms of Engagement without the prior written consent of the other parties, which consent may be given or withheld in the sole discretion of such parties.

Binding Agreement. These Standard Terms of Engagement will bind and benefit each party and their respective successors and permitted assigns.

Force Majeure. Notwithstanding any other term of these Standard Terms of Engagement, we will not be responsible for or deemed to be in default of our commitment to provide you with the Services to the extent that the performance of our obligations is delayed or prevented by reason of any act God, fire, natural disaster, accident, act of government, strikes or other labour disturbances, shortages of material, supplies or utilities or any other cause beyond our control. If any such foregoing circumstance arises, we will provide you with prompt notice of same and will use commercially reasonable efforts to proceed with the delivery of our Services in a timely manner following any such events, subject to prior termination by either of us.

Amendment. The terms set forth herein and in the project Quotation may only be amended by written agreement signed by the parties hereto.