Pinch Insight & Strategy Ltd – Standard Terms and Conditions

1. Definitions and Application

1.1 These are the general terms and conditions that apply to all contracts between Pinch Insight and Strategy Limited (“the Agency”) and the client named in the quotation or proposal (“the Client”).
1.2 Any contract between the Agency and the Client is referred to as “the Contract”.
1.3 Unless otherwise agreed in writing by a director of the Agency, these terms and conditions shall apply to the exclusion of any other terms or conditions referred to by the Client.
1.4 No employee of the Agency other than a director has authority to vary these terms.
1.5 These terms and conditions, and any Contract, are governed by and construed in accordance with the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.
1.6 If any provision is held invalid or unenforceable, the remainder shall remain in full force.
1.7 No delay or failure to exercise rights constitutes a waiver.
1.8 No Contract is binding until the Client has accepted the Agency’s quotation in writing.
1.9 All orders are accepted subject to availability of resources.

2. VAT

2.1 All amounts are exclusive of VAT where applicable.
2.2 The Agency will assess VAT liability and apply the correct rate. Where disputed, the Client may request the Agency to seek a VAT ruling from HMRC.
2.3 The Agency may reissue invoices if VAT was omitted in error.

3. Price Variation

3.1 The Agency may charge for additional costs arising from:
a) Client delay;
b) Poor quality or incomplete materials/data supplied;
c) Client-requested changes after quotation;
d) Legal or regulatory changes increasing costs.

4. Payment

4.1 The Agency may invoice:
a) upon completion of identifiable stages;
b) for work done and costs incurred if Client suspends or delays work;
c) in advance for third-party costs where agreed.
4.2 Payment is due within 30 days of invoice.
4.3 The Agency may charge interest at 3% above Royal Bank of Scotland base rate or claim statutory interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, whichever is higher.
4.4 The Agency may suspend work for overdue invoices.

5. Force Majeure

5.1 Neither party is liable for delays or failure due to events beyond reasonable control, including war, riot, explosion, abnormal weather, act of God, fire, flood, pandemics, strikes, lockouts, government action, accidents, or supplier failure outside reasonable control.

6. Claims

6.1 Any claim based on defect in quality or quantity must be notified within 14 days of delivery, or promptly if not apparent on inspection.

7. Ownership, Risk and Intellectual Property

7.1 Ownership of goods remains with the Agency until full payment is received.
7.2 Intellectual property in deliverables passes to the Client only upon full payment.
7.3 The Agency retains ownership of its methods, templates, know-how, and the right to use non-confidential, aggregated, or anonymised data for future work.
7.4 Risk in goods passes to the Client on delivery.

8. Data Protection

8.1 The parties acknowledge and agree that:
a) In the normal course of providing the services, the Agency will not process personal data relating to research participants, and will only receive anonymised or aggregated data from its subcontractors or other suppliers.
b) The Agency may process limited personal data relating to the Client’s personnel solely for contract administration, communication, and billing.
c) Where subcontractors engaged by the Agency collect or process personal data, they will do so in their own capacity as data controllers or processors and are responsible for compliance with Data Privacy Laws.
8.2 The Agency shall:
a) process Client personnel personal data only as necessary for the Contract;
b) implement appropriate technical and organisational measures to protect such data;
c) not transfer such data outside the UK/EEA without adequate safeguards.
8.3 The Client is responsible for ensuring any personal data it shares with the Agency is shared lawfully and with necessary consents.
8.4 Nothing in this Contract requires the Agency to handle research participant personal data. If, exceptionally, the Client requests this, the parties shall enter into a separate written agreement covering roles, purpose, categories, and safeguards.

9. Subcontracting

9.1 The Agency may subcontract any part of the services, including fieldwork and analysis, provided it remains responsible for the performance of its obligations.
9.2 Subcontractors are independent contractors and not employees of the Agency.
9.3 The Agency will ensure subcontractors are bound by obligations consistent with this Contract, including confidentiality and data protection where applicable.

10. Liability

10.1 The Agency warrants services will be provided with reasonable care and skill.
10.2 The Agency’s total liability under or in connection with a Contract shall not exceed the total fees paid under that Contract.
10.3 The Agency is not liable for:
a) indirect, consequential, or economic losses;
b) loss of profits, business, goodwill, or anticipated savings;
c) acts or omissions of subcontractors beyond its reasonable control.
10.4 Nothing limits liability for death or personal injury caused by negligence, fraud, or wilful misconduct.

11. Confidentiality

11.1 Both parties shall keep confidential all information disclosed in connection with the Contract which is not publicly available, and shall use it only for performing the Contract.
11.2 This obligation survives termination.

12. Indemnity

12.1 The Client warrants that all materials and information it provides do not infringe third-party rights and will indemnify the Agency against claims arising from any breach of this warranty.

13. Cancellation and Termination

13.1 Either party may terminate immediately if the other commits a material breach and fails to remedy it within 14 days.
13.2 Either party may terminate immediately for insolvency, inability to pay debts, or similar events.
13.3 Either party may terminate for convenience with 30 days’ written notice, provided the Client pays for all work done and committed third-party costs to the termination date.
13.4 If fieldwork has been commissioned, the Client remains liable for all committed subcontractor costs.

14. Errors and Omissions

14.1 The Agency may amend errors in quotations or promotional materials without liability.

15. Notices

15.1 Notices must be sent by first-class post or email to the address stated in the Contract or last known contact details.
15.2 Postal notices are deemed received after 48 hours; email notices upon confirmation of delivery or read receipt.