The following General Terms and Conditions (hereinafter, “Terms and Conditions”) shall apply for all market and social research projects, as well as for any future market and social research projects, which the Client instructs Netquest to perform.
Netquest shall be any legal entity as defined in Clause 17 hereinafter performing any Projects to the Client.
Client shall be any counterparty requesting any Project or receiving any Services made available by Netquest.
If Clients have their own General Terms and Conditions, these shall not apply to the extent that they deviate from or contradict the Netquest’s General Terms and Conditions. In the event of a conflict between clauses, their minimum common ground shall apply. This is the case even if the Client demands absolute precedence of his own General Terms and Conditions. Should it prove impossible to determine the minimum common ground, these provisions shall not be part of the contract. In this case, the contract shall be governed by the individual agreements reached or by statutory provisions. Should any purchase order transmitted to Netquest by Client after the acceptance of the proposal / conclusion of the Agreement contain Client`s general purchase terms and conditions, said general terms and conditions shall not apply regardless any reference made in Netquest's invoices (or other documents) referencing said order number.
Should agreements be reached that deviate either from these General Terms and Conditions, or that amend them, on conclusion of the contract or later, these shall require the Netquest’s written consent.
As far as in the following the term “Agreement” is mentioned this means either a proposal of the Netquest on the basis of these Terms and Conditions, its applicable Annexes and/or any separate Statement of Work or Contract agreed with the Client.
2.1. Definitions:
“Agreement” refers to these Terms and Conditions, its applicable Annexes and/or any separate Statement of Work or Contract agreed with the Client.
“Annexes” shall mean the documents attached to and made an inseparable part of the Agreement.
“Client” the counterparty requesting the Project or receiving the Services pursuant to this Agreement.
“Client Acceptance” refers to the acceptance of the Client of the Agreement, by directly signing in the client acceptance reserved at the end of this document or by any other direct or indirect proof of acceptance.
“Cookie” refers to text files containing information, which are dropped to a user’s device when he or she visits a website. Cookies are read or sent back to the originating server on each subsequent visit, or to another website that recognises that cookie.
“Disclosing Party” refers to the party disclosing confidential information as defined in Clause 12.
“Effective Date” is the date in which these Terms and Conditions are entered to by the Client, specified in Page 1 and according to the rules set forth in Clause 4.1.
“Fee” or “Fees” refers to the fees charged by Netquest for the Services provided under this Agreement or the Statement of Work.
“Initial Term” as specified in Clause 4.1.
“Launch Date” refers to the date contained in a Statement of Work that is agreed between Netquest and the Client for the start of the Services.
“Minimum Fee” refers to a minimum Fee that may be charged on a Service.
“Netquest” refers to any group company as defined in Clause 17.
“Non-Panel Member” refers to an individual that is not a member of Netquest Panel, but may be offered a Survey by Netquest.
“Panel” refers to a collection of individuals who have agreed to be invited to and participate in research studies or Surveys with Netquest or its subsidiaries.
“Panel Member” refers to a member of Netquest’s Panel.
“Personal Data” (sometimes referred to as “Personally Identifiable Information” or “PII”) refers to any information relating to an identified or identifiable natural person (i.e., a private individual as opposed to a corporate or other comparable entity). An identifiable person is someone who can be identified directly or indirectly, in particular by reference to an identification number or the person’s physical, physiological, mental, economic, cultural or social characteristics.
"Project” refers to an aggregate set of Services requested to Netquest.
“Receiving Party” refers to the party receiving confidential information as defined in Clause 12.
“Registration Form” refers to the registration form made available by Netquest to the Client to be completed and submitted by the Client to Netquest prior to performing any of the Services for the first time by Netquest.
“Renewal Term” as specified in Clause 4.1.
“Service” refers to an individual product or service contained in any Project ordered by a Client under this Agreement, Statement of Work or any other Contract and made available by Netquest.
“Service Items” refers to the individual, identifiable and autonomous items of a Service agreed with the Client.
“Statement of Work” shall mean a written statement executed by the Parties outlining the mutually agreed upon terms for making Services or Projects available to a Client. The Statement of Work may also be referred to as a “SOW”.
“Intellectual Property Rights” refer to any inventions, discoveries, innovations, documents, materials, software (including source code) or information related to methods, tools, designs, techniques, know-how or analysis used in Netquest’s business as well as the concepts, inventions, suggestions, creative ideas, plans, drawings, blueprints, computer software designs, models or systems, prototypes, sampling methods, research designs, questionnaire forms (unless provided by the Client), methods of process or questioning, systems of analysis, tabulating cards, computer tapes, disks and any other data record formats, computer programs, information and materials, whether or not patentable or copyrightable, used by Netquest in connection with this Agreement.
“Term” as specified in Clause 4.1.
2.2. Interpretation.
Section headings and definitions used in this Agreement are for convenience only and have no legal effect. As used herein, the term “including” means “including without limitation”.
Definitions above may not include all definitions contained in these Terms and Conditions or its Annexes.
3.1. Service
Netquest will provide the Services pursuant to the terms of this Agreement unless otherwise agreed in writing with the Client, and any proof of request, either oral or written, shall be valid as a Service acceptance of the Client.
4.1. Applicable Term
These Terms and Conditions shall apply from the moment on the Client requests any Project or Service from Netquest and shall remain in force until the requested Project or Service has been duly terminated and the obligations of either Party have been duly settled.
Notwithstanding the foregoing, Clauses 10, 12, 14, 15, 16 and 18 of these Terms and Conditions, as well as other clauses of the specific Projects or Services contained in any SOW, which explicitly or by their nature must survive upon their termination, shall remain in force after the same.
These Terms and Conditions may not terminate with respect to a particular SOW or Contract while such SOW or Contract is in effect.
4.2. Termination
If nothing has been agreed in any particular SOW or Contract between Client and Netquest, either Party shall be entitled to terminate this Agreement, the SOW or any Contract with written notice to the other Party, effective immediately, if the other Party commits any material breach of this Agreement, the SOW or any COntract and, in case of a breach capable of remedy, fails to remedy it within fifteen (15) days after receipt of a written notice giving full detail of the breach and requiring it to be remedied.
If nothing has been agreed in any particular SOW or Contract between Client and Netquest, either Party shall be entitled to terminate this Agreement, the SOW or any Contract for its convenience and without penalty by serving thirty (30) days written notice to the other Party at any time. In the event of a termination by either party, all SOWs and/or Contracts entered into prior to the date of notice of termination shall be completed and the terms of this Agreement shall survive for purposes of such SOWs and/or Contracts.
4.3. Effect of Termination
If nothing has been agreed in any particular SOW or Contract between Client and Netquest upon a termination, all rights and duties of the Parties toward each other shall cease except those intended to survive such termination, provided that Client shall be obliged to pay, within thirty (30) days after receiving the invoice all amounts owing to Netquest for unpaid Services performed hereunder.
5.1. Industry codes
The Service made available to the Client pursuant to this Agreement will be in accordance with all generally accepted professional industry standards and practices applicable to Netquest’s and Client’s respective industries, especially including the ESOMAR code (www.esomar.org), which is the highest international standard in the field of market research.
5.2. ISO 26362 Certification
Netquest is certified by the ISO standard 26362:2009 on access panels in market, opinion and social research.
Therefore, the Service will be rendered in accordance with ISO 26362, which is based on ISO 20252:2019 on Market, opinion and social research.
5.3. Netquest Services Transparency
The provision of the Service shall be in any case compliant with ISO 20252:20019 in relation to the information that shall be provided to Client.
Specifically, the reporting to clients on completion of projects shall cover, upon Client’s request, the following:
6.1. Project Fee
The fee stated in the research proposal shall cover all the services offered by Netquest in connection with carrying out the Project outlined in the research proposal. Netquest is entitled to an additional payment for supplementary services requested by the Client.
6.2. Additional costs
Additional costs which Netquest is not responsible for and additional costs which were not foreseeable despite due care by Netquest at the time that the project was commissioned, may be charged separately by Netquest, provided they are linked to a legitimate factual cause and are clearly recognisable for the Client and are adequately defined. This provision applies even if the Client has not caused these additional costs.
6.3. Minimum Project Fee
Netquest reserves the right to charge a Minimum Service Fee on any Service. Any Minimum Service Fee for a Service will be communicated by Netquest to the Client in the Statement of Work.
6.4. Project Management Fee
If Client requests that Netquest assigns a Project Manager to run a Project and manage fieldwork on their behalf, Netquest reserves the right to charge a Project Management Fee. Any Project Management Fee will be communicated by Netquest in the Statement of Work.
6.5. Cookies
Netquest will charge a Fee if Client engages in the approved placement of cookies on the devices of Panel Members or Non-Panel Members. Any Fee for the placement of cookies will be communicated by Netquest in the Statement of Work.
6.6. System of Record
The Client acknowledges and agrees that information related to Fees is presented in every Statement of Work and will govern any disputes related to any Fee. The Client is responsible for any change of the Fees as a result of an alteration of the Service scope.
7.1. Invoiced Fees
The Fees payable to Netquest by the Client will be invoiced upon completion of a Project. Unless otherwise specified in the Statement of Work, Client is obliged to pay no later than thirty (30) days from receipt of a correct invoice.
7.2. Partial invoicing
Netquest reserves the right to issue partial invoices in relation to the Fees for all Service Items incurred in a given Statement of Work if the Project is stopped or canceled, even partially, by any reason. If no otherwise agreed between the Parties, Client shall compensate Netquest for those Fees (on a prorated basis) for all work performed by Netquest through the effective date of such stop or cancellation no later than thirty (30) days from receipt of a correct invoice.
7.3. Payment Terms
Client agrees to pay the Fees as detailed in the Agreement and pay all invoices issued by Netquest under this Agreement. All Fees are exclusive of taxes. Payments shall be paid by the Client no later than thirty (30) days from receipt of a correct invoice. Netquest reserves the right to charge interest on overdue payment pursuant to applicable law. Netquest will have the option of stop or cancel all Services to be provided hereunder if any amount due hereunder is not paid when due. In addition to the Fees listed in this Agreement, Client will reimburse Netquest for all pass-through expenses pre- approved in writing by Client actually incurred by Netquest in the performance of any Services hereunder, provided Netquest submits to Client original receipts evidencing such incurred expenses.
7.4. Currency
All pricing and invoicing will be in the currency agreed and confirmed in the Statement of Work with the Client.
7.5. Registration Form
If requested by Netquest, Client will provide Netquest with the contact and company details requested on the Registration Form, with the Client committing to truthfully providing said data. The Client will inform Netquest of any change or modification to the data provided on the Registration Form.
8.1. Netquest Services Availability
Client acknowledges that the Services provided by Netquest require the use of a complex System, which operates using the Internet, and includes factors outside the control of Netquest. Accordingly, Client acknowledges that Netquest is providing the Services on a best commercial effort basis. The Client will not hold Netquest responsible for downtime or any other inability to provide Services hereunder caused by or arising out of factors or causes outside of Netquest's control. Netquest expressly disclaims any and all warranties, expressed and implied, including any warranties of title, merchantability, and fitness for a particular purpose.
9.1. Subcontracting
Netquest may, upon notice to Client, subcontract one or more portions of the execution of any Service to affiliated companies or third parties. Netquest will use its best commercial efforts to ensure that the quality of work, Services and goods supplied by any subcontractor are substantially equal to quality Netquest would normally provide, and will otherwise conform to the provisions of this Agreement. Netquest will be responsible for all work undertaken by a subcontractor.
The Services provided by Netquest, which are based on the collection and sharing of behavioural data and declarative survey data, may entail that Netquest and the Client mutually exchange Personal Identifiable Information (hereinafter, “PII”).
There are three main scenarios where the Parties may receive PII from the other Party:
In order to supply the Service, the Parties’ respective employees provide their contact details so that the Parties could maintain a business relationship.
When performing surveys online where the surveyed database is controlled by the Client, Netquest may visually access the online contact details of those database members.
Also, when performing online surveys where the respondents are a group of Netquest panel members, their PII may eventually be accessed by the Client in authorized specific projects.
10.1. Employee’s contact details
Any processing of the Client’s employees contact details is limited to the purpose of the Services provision on behalf of the Client, and is based on Netquest Privacy Policy.
Likewise, the processing of Netquest’s employees PII is limited to labor relationship purposes as agreed upon when joining the company.
10.2. Client’s users or panel members PII
If the Client grants Netquest access to PII as a result of the provision of the Service, Client shall be responsible of that access and warrants that said data shall have been collected and shall be processed by Netquest complying with all applicable data protection laws.
In these cases, Netquest shall collaborate with the Client in complying with the required data protection standards.
10.3. Netquest’s panel members PII
The Parties recognize that, when performing the Service, neither Client nor Netquest are interested in real identities, but in aggregate statistics about opinions and habits.
Thus, by default, Netquest’s panel members PII shall not be processed or shared with the Client as a result of the agreed Service, as stated in Nicequest Privacy Policy, applicable to those panel members.
Exceptionally, some studies may require the access by the Client to certain Netquest’s panel members PII, as previously informed to and authorized by Netquest.
Examples may be:
Studies based on facial reactions or eye movement data, obtained through specific software;
Studies performed in external platforms where the discussion takes place (e.g. online communities);
Post survey-validation and quality control recontacts.
Studies where client may have to report identities to be compliant with certain regulations or judicial orders (e.g. pharma-reporting cases, or as required by an authority within the framework of a legal proceeding);
Studies requiring an analytic cookie drop within Netquest’s panel members devices.
Any other study that may be conducted in the future which includes access to PII.
In the aforementioned examples, the Client assumes the following obligations and ensure same duties shall be imposed on their employees and/or eventual providers:
10.3.1. Limited purpose
All accesses by the Client to Netquest’s panel members PII shall be in line with its exclusive use for market research purposes, without exceptions.
It is expressly prohibited to use Netquest’s panel members PII for any commercial or advertising purpose, feeding of any database (e.g. mailing list or parallel panel) or recontact not included in the Service proposal, as well as for any other one Party’s self-interest not limited to the agreed purpose.
10.3.2. Data security
The Parties undertake to adopt relevant state-of-the-art technical and organizational measures to avoid PII being accessed by unauthorized parties, being damaged in any way or not being accessible for any reason.
Those measures shall be applied according to the specific risks assessed by the Parties when processing PII for the provision of the Service.
10.3.3. Data retention
After the project has been completed, and unless otherwise agreed between the Parties, all Netquest’s panel members PII held by the Client will be deleted to the extent that it is technically possible.
Client shall provide proof of the data deletion upon Netquest’s request, which may take place within 30 days from the project termination.
10.3.4. Consideration
The Parties settle that the agreed Client’s access to PII shall be considered in the quotation of the project, which must be approved by both Parties.
That circumstance shall be also reflected in all given instructions within the survey towards Netquest’s panel members, which shall de adapted by Netquest based on prior relationship and applicable regulation.
10.3.5. Consequences of breach
In the event of infringement of the mentioned conditions, the Party in breach agrees to cover all costs and expenses demanded including penalties, compensation, damages and interest, as legally required.
Additionally, Netquest reserves its right to cancel or stop the project in case of the Client failure to comply any of the mentioned requirements.
11.1. Compliance with Laws and Regulations
Netquest and Client shall comply with all applicable international, national and local laws and regulations.
12.1. Confidential information
All information provided by a Party to the other Party in relation to this Agreement shall only be used for the purposes set forth herein. Each Party shall keep secret and treat as confidential all information obtained from the other which is either stated to be confidential or could reasonably be regarded as confidential and shall not disclose such information to any person other than its employees, agents or subcontractors where such disclosure is required for the performance of the Party's obligations under this Agreement or required to be disclosed by legal requirements. The obligations of confidentiality under this clause shall survive any termination of this Agreement with five (5) years. Confidential information does not include information that (i) becomes generally available in the public domain, except as a result of a breach or violation of this Agreement by the Disclosing Party; (ii) is in the possession of the Receiving Party prior to disclosure by the Disclosing Party, provided that the Receiving Party did not receive the information from a third party bound by any confidentiality obligation to the Disclosing Party; and/or (iii) is developed or created by the Receiving Party independently from the confidential information disclosed by the Disclosing Party.
12.2. Use and Disclosure of Confidential Information
The Receiving Party agrees that the confidential information will be used exclusively in connection with performance under or compliance with this Agreement and that it will not disclose confidential information to any third parties without the prior written consent of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may disclose confidential information to its employees and/or agents on a “need-to-know” basis in connection with performance under, or compliance with, this Agreement; provided that the Receiving Party informs such employees and/or agents of the confidentiality obligations contained herein. The Receiving Party will be liable for any breach or violation of this Agreement by its employees and agents.
12.3. Statutory Requirements
A Party may disclose confidential information pursuant to statutory or governmental regulations or requirements and/or subpoenas or other legal claims, however, the Receiving Party shall in such case provide the Disclosing Party with prior written notice, as permitted by applicable law; and cooperate with the Disclosing Party in any attempt to seek a protective order or otherwise to limit or restrict disclosure of the confidential information and/or to seek confidential treatment of the confidential information. In the event that the Disclosing Party is unable to obtain a protective order or otherwise to limit or restrict disclosure of the confidential information, the Receiving Party is permitted to disclose the Disclosing Party’s confidential information, but only to the extent required by law.
12.4. Termination Requirements
Upon termination or expiration of this Agreement, and upon request from the Disclosing Party, the Receiving Party will return or delete and destroy all confidential information, including but not limited to all copies, in whatever form, format or media, and will certify in writing to the Disclosing Party that the confidential information has been returned or deleted and destroyed, as the case may be, and that no copies has been retained.
12.5. Rights of Receiving Party to Disclosing Party’s Confidential Information
The Parties acknowledge and agree that the Receiving Party is not granted and will not receive any right, title, and interest in and/or to any of the Disclosing Party’s confidential information and no such right; title or interest will be inferred or implied.
12.6. Breach
The Parties acknowledge and agree that in the event of a breach of this Section, the non-breaching party will suffer irreparable injury and damage, without an adequate remedy at law. Accordingly, the Parties agree that in the event of a breach of this Section, the non-breaching Party will be entitled, in addition to any and all other rights and remedies at law and/or in equity, to specific performance and injunctive relief (both temporary and permanent) without the posting of a bond and without objection from the party in breach of this section.
13.1. Conflict between these Terms and Conditions and previous agreements with Client
In case of contradiction and unless otherwise agreed with the Client in writing, these Terms and Conditions annul any previous agreement, either verbal or written.
13.2. Conflict between these Terms and Conditions and a particular Statement of Work
Whenever there is a conflict between these Terms and Conditions and a specific Statement of Work with any individual Client, these Terms and Conditions shall prevail unless specifically agreed in writing in a specific Statement of Work.
14.1. Indemnification by the Client
The Client agrees to indemnify Netquest and its officers, agents, employees and subcontractors against all claims against them for damages caused by (i) the distribution, sale or use of any products or services supplied by the Client or its agents for the purpose of any Project contemplated by this Agreement and from all costs and expenses (including reasonable attorney’s fees) and lawsuits which may be brought against Netquest, its officers, agents, employees, and subcontractors on account of such damages; (ii) gross negligence or willful acts or omissions on the part of the Client, its officers, agents, employees and subcontractors; and (iii) the breach by the Client of any of its covenants or obligations under this Agreement, except to the extent any such claim arises from or is caused by Netquest’s gross negligence or willful acts or omissions.
14.2. Indemnification by Netquest
Netquest agrees to indemnify the Client and its officers, employees and agents against all third-party claims against any or all of the Client and the Client’s directors, officers, employees and agents for any claim or claims to the extent caused by: (i) the gross negligent acts or omissions or willful misconduct of Netquest and/or Netquest’s employees and/or agents; and/or (ii) the breach by Netquest and/or Netquest’s employees and/or agents of the terms, obligations, covenants, representations, warranties and/or agreements contained herein; provided, however that the foregoing will not apply to the extent any claim or claims are caused by the gross negligent acts or omissions or willful misconduct of the Client and the Client’s directors, officers, employees and agents.
14.3. Subpoena or Legal Proceedings
In the event that Netquest or any of its employees, agents or subcontractors is served with or becomes subject to any subpoena, order or other legal process in a legal proceeding to which Netquest is not a party seeking disclosure of any materials or information related to the goods, Services, information or deliverables that Netquest renders or delivers to Client hereunder, then Client will bear and/or reimburse Netquest for all costs and expenses, including but not limited to, reasonable attorney’s fees and costs, related to Netquest's response, compliance with or resistance thereto, except to the extent directly caused by the gross negligence, willful misconduct or breach of this Agreement by Netquest.
15.1. Limitation of Liability
Except for a breach of a Party’s duty of confidentiality or a Party’s indemnification obligations, neither Party will be liable to the other for any indirect, special, incidental or consequential damages, including lost profits or lost revenues, arising out of this Agreement or any separate Statement of Work.
Except for a breach of a Party’s duty of confidentiality or a Party’s indemnification obligations, either Party’s entire liability arising out of or in connection with this Agreement will not exceed the amount paid under this Agreement in the one (1) year period immediately preceding the event giving rise to the claim.
16.1. Amendments to the Agreement
No amendments, changes, revisions or discharges of this Agreement, in whole or in part, shall have any effect unless set forth in writing and signed by authorized representatives of the Parties hereto.
16.2. Interpretation of the Agreement
The invalidity or unenforceability of any particular provision of this Agreement will not affect the other provisions hereof, and this Agreement will be construed in all respects as if such invalid or unenforceable provision were omitted.
16.3. Independent contractor
Netquest is and will remain an independent contractor. Nothing in this Agreement will be construed to place the Parties in the relationship of employer- employee, joint ventures, or principal and agent. Neither Party will have the power to bind or obligate the other party nor will either Party hold itself out as having such authority. The Agreement will be binding upon the parties, their successors, permitted assigns and transferees.
16.4. Force Majeure
Except as otherwise provided in this Agreement, each Party will be excused for failures and delays in performance caused by war, civil war, riots or insurrections, laws, proclamations, ordinances or regulations of any federal, state or local government; or strikes, floods, fires, explosions or other circumstance beyond the reasonable control and without the fault of such Party. Any Party claiming any such excuse for delay or nonperformance will give property notice thereof to the other Party.
16.5. Waiver
The failure of either Party to take action as a result of a breach of this Agreement or any other failure to perform by the other Party will constitute neither a waiver of the particular breach involved nor a waiver of either Party's right to enforce any or all provisions of this Agreement through any remedy granted by law or this Agreement.
16.6. Use of Identifying Marks
Neither Party will (a) use the name, trademark, logo or other identifying marks, or proprietary indicia of the other Party, in any sales, marketing, promotional or publicity activities or materials; or (b) issue any press release, interview(s) or other public statement(s) regarding this Agreement and/or the Parties’ business relationship; without the prior written consent of the other Party.
17.1. SPAIN
Soluciones Netquest de Investigación, S.L.U.
Gran Capitán, 2-4 4th floor Of. 402
08034 Barcelona (Spain)
VAT nr: B62470489
17.2. MEXICO
Netquest Mexicana S.A. de CV
Culiacán 123, Hipódromo, 06100 Ciudad de México, CDMX, México
R.F.C. NME080617U18
17.3. BRAZIL
Netquest Brasil Pesquisas de Mercado e Distr. de Brind. Ltda
Rua Carlos Steinen, nº 412, sala 7 - Bairro: Paraíso – CEP: 04004-012, São Paulo/SP (Brazil)
CPF/ CNPJ: 12.329.419/0001-70
17.4. CHILE
Netquest Cono Sur Ltda
Nueva de Lyon 145, planta 10
Providencia - Región Metropolitana
Santiago de Chile (Chile)
R.U.T.: 76.263.133- 4
17.5. USA
Netquest USA, Inc.
902 Broadway, 6th & 7th Floor
10010 New York (United States)
17.6. COLOMBIA
Netquest S.A.S.
Calle 93B #19-35 oficina 201
Bogotá (Colombia)
NIT: 900.796.773-5
18.1. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the following countries or regions, based on the country in which the Services are performed by Netquest to the Client:
a) Europe: This Agreement shall be governed by and construed in accordance with the laws of Spain, without regard to any choice of law principles that might provide for an application of a different jurisdiction’s laws. Disputes arising out of or in connection with this Agreement, including any questions regarding its existence, validity or termination, will be referred to the Courts of the city of Barcelona (Spain).
b) Brazil: This Agreement shall be governed by and construed in accordance with the laws of Brazil, without regard to any choice of law principles that might provide for an application of a different jurisdiction’s laws. Disputes arising out of or in connection with this Agreement, including any questions regarding its existence, validity or termination, will be referred to the Courts of the city of Sao Paulo (Brazil).
c) Colombia: This Agreement shall be governed by and construed in accordance with the laws of Colombia, without regard to any choice of law principles that might provide for an application of a different jurisdiction’s laws. Disputes arising out of or in connection with this Agreement, including any questions regarding its existence, validity or termination, will be referred to the Courts of the city of Bogotá (Colombia).
d) Chile and rest of South America: This Agreement shall be governed by and construed in accordance with the laws of Chile, without regard to any choice of law principles that might provide for an application of a different jurisdiction’s laws. Disputes arising out of or in connection with this Agreement, including any questions regarding its existence, validity or termination, will be referred to the Courts of the city of Santiago de Chile (Chile).
e) México: This Agreement shall be governed by and construed in accordance with the laws of México, without regard to any choice of law principles that might provide for an application of a different jurisdiction’s laws. Disputes arising out of or in connection with this Agreement, including any questions regarding its existence, validity or termination, will be referred to the Courts of the city of México D.F. (México).
f) United States of America: This Agreement shall be governed by and construed in accordance with the laws of the United States of America, without regard to any choice of law principles that might provide for an application of a different jurisdiction’s laws. Disputes arising out of or in connection with this Agreement, including any questions regarding its existence, validity or termination, will be referred to the Courts of the city of New York (USA).
For any countries not covered in the list above, this Agreement shall be governed by and construed in accordance with the laws of Spain, without regard to any choice of law principles that might provide for an application of a different jurisdiction’s laws. Disputes arising in any country not covered in the list above out of or in connection with this Agreement, including any questions regarding its existence, validity or termination, will be referred to the Courts of the city of Barcelona (Spain).
18.2. Other Actions
Nothing in the Agreement will affect the right of Netquest to serve legal process in any other manner permitted by law or limit the right of Netquest to bring any action or proceeding against the Client in the courts of other jurisdictions.
“Complete” or “CO” refers to a completed Survey (and associated Survey responses) by a Survey respondent who has not been screened out and is retained at the end of the Survey.
“Completion Date” refers to the date the final Complete is delivered.
“Conversion Rate” refers to the ratio calculated as: number of Completes / Completes + Drop Out Rate + Screen Out + Quota Full.
“Cost Per Interview” or “CPI” refers to the Cost Per Interview as the price charged for each Complete.
“Drop Out Rate” or “DOR” refers to the ratio calculated as: number of panelists abandoning the Survey / total of panelists starting a Survey.
“Filter Out” or “FO” or “Screen Out” refers to the number of panelists not matching the Survey filters.
“Incidence Rate” or “IR” refers to the ratio calculated as: number of Completes / Completes + FO.
“Length of Interview” or “LOI” refers to the median length of the interview calculated in minutes.
“Platform” refers to any software running on a device.
“Quota Full” or “QF” refers to a panelist invited to a Survey which has been already closed for that panelist specific quota.
“Sample” refers to the collection of potential Survey participants from a Panel, the demographic parameters of which are specified in the project confirmation in the System.
“Survey” refers to a Survey and any related Survey invitations that are developed by or on behalf of Client, to be sent to the Sample.
“Survey Content” refers to any content of a Survey, including Survey language, platform, topics, questions, video, images etc.
”Survey Hosting Firm” refers to an entity that programs and/or hosts a Survey.
”Survey Hosting Tool” refer to the software used to program and host a Survey.
“Survey Invitation” refers to a survey invitation that is developed on behalf of Client, to be sent to the Sample.
“Survey Link” refers to a link to a Survey.
“Survey Quotas” refers to the quotas for a Survey defined in the SOW.
“Survey Routing” or “Survey Router” refers to a technology-based mechanism for allocating online surveys, using software and an algorithm to assign online surveys to a stream of potential online respondents.
Other capitalized terms contained herein shall maintain the definition in the Terms and Conditions.
2.1. Sampling and Survey Routing
Netquest reserves the right to select the Panel Members which will receive a Survey Invitation.
2.2. Survey Content
If the Survey has been programmed by the Client, Client is solely responsible for all Survey Content. Client agrees that all Survey Content will comply with ICC/ESOMAR International Code on Market, Opinion and Social Research and Data Analytics quality and with all applicable international, national and local laws and regulations, including but not limited to laws and regulations regarding the interviewing of children. The Client will be held solely liable for any violation of these premises. Client is solely responsible for ensuring that every Survey contains the proper language translations, does not contain any inappropriate or offensive language and is complete, accurate and tested.
Netquest reserves the right to stop and cancel any Survey deployment whose Survey Content that violates the terms of this Agreement.
2.3. Survey Testing
In the event that the Client has programmed the Survey and the Survey needs to be tested prior to starting any fieldwork, the Client will make the Survey available to Netquest for testing and approval. Netquest reserves the right to, at its sole discretion, deny the implementation of a Survey for any reason. The Client may not, without Netquest’s prior written approval, change, modify or alter in any way a Survey after it has been approved by Netquest.
Once the Project commences, Netquest may cancel the Project if some of the initially verified elements in the test phase do not work correctly in production, or if the Client's survey server is detected as not able to simultaneously survey the number of panellists required by the Project.
2.4. Survey Information
For Surveys, the questionnaire, related content and data or any portions thereof (other than as it relates to individual participants), will be the property of the Client unless otherwise specified.
2.5. Survey Data
For Surveys, the Survey data collected will be the property of the Client unless otherwise specified.
2.6. Survey Quotas
All Survey Quotas should be set-up within a Statement of Work.
2.7. Project Stop and Cancel for IR, LOI and Other Reasons
If the Survey has been programmed or is hosted by Netquest, Netquest reserves the right to stop Sample deployment for, but not limited to, the following reasons:
the IR changes 20% from the IR stated in the SOW if the IR was originally provided by Client;
the LOI differs 5 minutes from the LOI originally estimated, if the LOI was established less than 25 minutes;
the LOI differs 20% from the LOI originally estimated, if the LOI was established equal or above 25 minutes; or
the Client adds an element to the Project that substantially modifies its viability.
Additionally, if the Survey has been programmed or is hosted by the Client, Netquest reserves the right to stop a Sample deployment for, but not limited to, the following reasons:
the DOR is equal or above 30%, according to Clause 2.8 hereinafter;
the Survey Quota-Full level exceeds 25% from the total number of Completes in the SOW, according to Clause 2.9 hereinafter;
the Client fails a daily update at least every 24 hours on Quota-Full Status of the Project, according to Clause 2.9 hereinafter;
the Client adds an additional Quota or additional task to the Panelist or to the Project not specified in the relevant SOW;
the Client limits the operability of the Survey to specific platforms, screen sizes/formats or any other communication interfaces without prior agreement in the SOW;
the Survey is unable to gather the identity of the participant and return it in order to facilitate the application of incentives upon the survey's conclusion.
unintelligible texts or inaccurate instructions for the Client appear in the survey, or questions are displayed that the participant cannot answer logically.
erroneous translations appear.
the general functioning of the Survey is slow (more than 2 seconds between page changes, more than 10 seconds loading time for dynamic elements such as flash).
the Surveys occasionally or repeatedly crash (blank screens, server error messages, etc.).
Stopping a Sample deployment automatically enables Netquest to review and negotiate the Statement of Work with the Client. If the above mentioned reasons have not been properly solved between Netquest and the Client by mutual agreement allowing the continuity of Services, Netquest reserves the right to cancel Sample deployment entirely.
Netquest reserves the right to charge the Client for any delivered Survey to Panelists, at the standard rate for Projects that are stopped or canceled pursuant to this Section or other reasonable grounds, with Netquest incurring no liability for any possible loss or damage to the Client.
2.8. Project Stop for excessive DOR reasons
If the Survey has been programmed and/or hosted by the Client and has been cancelled due to excessive DOR reasons, an additional Fee of 1 EUR (or the equivalent in the currency stated in the SOW) per Panel Member dropping out over 30% may be charged on a case-by-case basis.
2.9. Project Stop for excessive Quota-Full Levels
If the Survey fieldwork has been shared between Netquest and any other third party selected by Client (i.e. Netquest does not manage fieldwork exclusively), Netquest reserves the right to charge an additional Fee of 1 EUR (or the equivalent in the currency stated in the SOW) per excessive Panel Member if Survey Quota-Full levels reach more than 25% of the total number of Completes.
If the Survey has been programmed and its fieldwork managed by Client, Panel Members that screen out or do not qualify for a Survey because a Survey Quota has been exceeded, Netquest reserves the right to charge an additional Fee of 1 EUR (or the equivalent in the currency stated in the SOW) per Panel Member if Client fails a daily update on Quota Status.
2.10. Duplicates from Non-Netquest Sample Sources
If the duplicate level of Completes after post fieldwork data checks by the Client are reported to exceed 3% of the total number of Completes, and the duplicates are a result of the Client using other sample providers or their own Panel, Netquest reserves the right to charge a Fee of 1 EUR (or the equivalent in the currency stated in the SOW) per duplicate Complete in excess of 3% of the total number of Completes.
2.11. Survey methods
Should it emerge after the Project has been commissioned that the study cannot be conducted for methodological reasons which could not have been foreseen by the Client or by Netquest, and which were beyond their control, then Netquest shall inform the Client of this immediately. If the two parties to the contract are unable to find a methodological solution to the problem, Netquest shall be entitled to terminate the project on the grounds of impracticability.
2.12. Survey Screeners
The following rules apply for Survey screeners:
The Survey Quota questions should be presented in the screener section; and
The screener section of a Survey should not exceed 3 minutes or 10 questions.
For any particular Survey, Panel Members that exceed a Survey screener will be considered as Completed Surveys unless Client provides additional information to Netquest which justifies otherwise.
2.13. Timing for Closing of Projects
In order for Netquest to promptly pay Panel Members their incentives, Projects must be closed in a timely manner. Accordingly, unless otherwise agreed in writing between Netquest and the Client, the Client shall provide Netquest with the necessary Project information no later than five (5) business days after the last Complete has been delivered. Netquest reserves the right to close the Project, issue the invoice and charge an additional fixed fee of 250 EUR or 8% of the total Project amount, whatever is higher, due to a late closure of a Project.
2.14. Panel Member solicitation
The Client may not solicit or recruit Panel Members, to become members of a Client’s Panel, any third panel, mailing list, spam, advertising or recruitment campaign of any type to the Panel Members.
In case of breach of the foregoing, Netquest reserves the right to charge a minimum penalty of 100 EUR (or the equivalent in the currency stated in the SOW) per Panel Member solicited or recruited by Client, as well as reserving the appropriate legal actions.
2.15. Pricing
The final invoiced amount will reflect the CPI specified in the pricing table corresponding to the pricing grid (if any), Actual LOI and actual IR (unless otherwise agreed in a particular Statement of Work).
2.16. Additional Pricing for Project Stop or Cancellation
If any Project is cancelled by the Client before having sent the survey to Netquest for programming: €500 to be paid to Netquest by Client in order to cover administration costs.
If any Project is cancelled by the Client once the questionnaire is received by Netquest for programming: €500 administration costs + €500 programming costs to be paid to Netquest by Client.
If any Project is cancelled by the Client or by Netquest according to the rules contained in this Annex once launched to field: Client must pay to Netquest the total cost of the quoted Project price according to the number of invitations sent until the Project has been effectively cancelled.
If the Client ultimately purchases a lesser amount of the Completes quoted for in the Statement of Work, the price per Complete will increase by the higher of the Minimum Fee agreed or the proportions outlined in the following table (Sample reduction -> Price increase):
|
Reduction of Completes (Final vs. SOW) |
Price increase per Complete |
|
0% - 10% |
0% |
|
10% - 20% |
2% |
|
20% - 40% |
4% |
|
40% - 60% |
8% |
| 60% |
12% |
2.17. Sample pricing
Pricing for a Sample is calculated on a CPI basis and includes the cost for the Panel Member incentive, unless otherwise agreed to and confirmed in advance by Netquest and Client in writing.
2.18. Requested Completes not reached
In case the number of requested Completes for a Survey is not reached, the Client must pay the CPI for the delivered Completes.
2.19. Standard fieldwork period
Standard fieldwork period is seven (7) days unless otherwise specified in the Statement of Work.
This Annex is an inseparable part of the Netquest Terms and Conditions and it must be interpreted as a single document.
Updated: August 2019
