Terms and Conditions of Sale
The following terms and conditions (the Conditions) are the terms on which TRP Research Ltd (TRP) sells products and services to each client (Client). It supersedes all other terms and conditions relating to the subject matter of these Conditions, unless otherwise amended by specific contractual terms.
The description and quantity of the services to be sold (the Services) shall be as set out in the proposal provided by TRP to the Client (the Proposal).
The Client shall be deemed to have accepted the Services if they have not been rejected on or before the 7th day after delivery. The Client shall not be entitled to reject the Services in whole or in part after such date.
Price and Payment
The price (exclusive of VAT) for the Services (the Price) shall be the price quoted by TRP and payment of the Price shall be made by the Client within 30 days of the date of the invoice for the Services.
If the Price is not paid by the due date interest will accrue on the unpaid portion of the Price at the rate of 4 per cent above the base rate from time to time of Lloyds Bank PLC.
Title and Risk
The Services shall be at the risk of the Client following delivery.
Notwithstanding delivery, title in the Services shall not pass to the Client until the Client has made payment of all sums owing to TRP.
Any data identified as “TRP IP” shall remain the property of TRP Research Ltd.
The Client shall be licenced to use TRP IP in the context of the Services but will not be entitled to retain TRP IP after Acceptance of the Services, to share TRP IP with any third party or to sub-licence TRP IP to a third party.
The Client and TRP both agree not to communicate or provide to any third party any confidential information provided by the other party, unless otherwise mandated by judicial or regulatory requirements. This does not apply to any information which:
- Is in the recipient’s possession prior to the date of the Proposal and not already covered by a confidentiality obligation; or
- Is without obligation of confidentiality prior to its disclosure; or
- Came to be in the public domain without breach by either party of its obligations under this Agreement
Any data identified as “TRP IP” is hereby defined as confidential information.
The Client shall not disclose or provide to any third party the whole or any part of any identified confidential information, except as expressly provided under this Agreement.
The Client agrees to treat confidential information using at least the same degree of care as it uses to protect its own confidential information, but in any event not less than a reasonable degree of care.
The parties’ respective confidentiality obligations described here above shall continue for a period of five (5) years following expiration or termination of this Agreement.
Limitation of Liability
Save in respect of personal injury or death due to the negligence, TRP shall not be liable to the Client in respect of any loss suffered by the Client due to any defect in the Services.
TRP shall not be liable to the Client or any third party for any loss of profit, consequential or other economic loss suffered by the Client arising in any way from this Agreement.
Save in respect of personal injury or death due to the negligence of TRP the liability of the Seller under these Conditions shall not exceed the Price.
TRP shall not be liable for any default due to any circumstance beyond TRP’s reasonable control, including, but not limited to, Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire, flood, earthquake or shortage of supply or failure to deliver of TRP’s suppliers.
If any term or provision of these Conditions is held invalid illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.
The headings in these Conditions are for ease of reference only and shall not affect the interpretation of any of the Conditions.
Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this Agreement and that its only remedies shall be for breach of contract.
Governing Law and Jurisdiction
This agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the Courts of England and Wales.