Painted Dog Research’s standard terms and conditions of engagement are outlined below. The following definitions apply to the wording within or terms and conditions.
“Acceptance” written or oral Acceptance by a Client of a Proposal or quotation by Painted Dog Research.
“Client” customer for any of the Services provided by Painted Dog Research.
“Completion” delivery of a final presentation report or verbal advice to the Client.
“Milestone” inclusion of a component or components of The Project which is/are specifically identified in the Proposal.
“Proposal” a written offer of Services to be provided by Painted Dog Research to the client.
“Report” all data comments discussion written Reports or like material resulting from Services provided to the Client.
“Services” provision of data and/or advice to the Client as detailed in “The Approach” section of the Proposal document.
“The Project” the Services provided to the Client as per these definitions and the contents of the Proposal.
1. The Contract
1.1 Acceptance of the Proposal constitutes a contract between Painted Dog Research Pty Ltd ABN 69 127 671 087 and the Client. Unless otherwise specified, the provision of Services in relation to the Proposal will come into effect upon written or oral confirmation of the Proposal by the Client.
1.2 Painted Dog Research agrees to provide the Client with the Services outlined in the Proposal upon these terms and conditions for the fees specified in the Proposal. These terms and conditions form a material and integral part of the Proposal and together form the contract.
1.3 These terms and conditions may only be changed by written agreement from both parties to the contract.
1.4 The content of this Proposal, including the quotation for Services is valid for a period of 30 days from the date of the Proposal.
2. Payment of Fees
2.1 Painted Dog Research’s fees represent all consulting and fieldwork Services required for the completion of the contract along with any direct expenses incurred in the provision of the Services.
2.2 Unless otherwise specified in the Proposal, or by separate written agreement with the Client, Painted Dog Research’s terms of payment are 50% of the total fee upon commencement of the Project and 50% on completion. Initial invoices are payable upon receipt and Painted Dog Research is under no obligation to provide Services outlined in the Proposal until such time as this initial payment is received. The Services outlined in the Proposal are deemed to have commenced upon Painted Dog Research’s receipt of initial payment from the Client. The balance of fees will be invoiced on completion of the Project 14 days net.
2.3 The fees quoted in this proposal are exclusive of Goods and Services tax unless otherwise stated. The consideration payable under this agreement will include both the quoted fees and 10% Goods and ServicesTax.
2.4 Without prejudice to clauses 3.1 to 3.3 below, and irrespective of the timing of any invoices sent to the Client under clause 2.2 above, the Client accepts full liability for the commercial value of the concluded milestones of The Project at the time of conclusion of those Milestones. Such time of conclusion shall be identified by Painted Dog Research and notified in writing to the Client within 5 working days of the date of conclusion.
2.5 A fee of up to $25 per day may apply to outstanding invoices if payment is not received within the 14 days net period. This will be charged to the Client in addition to the outstanding project fees detailed in the invoice(s).
2.6 Painted Dog reserves the right to charge for all client meals, drinks and refreshments consumed whilst watching focus groups.
3. Postponement and Termination
3.1 The Client may terminate Painted Dog Research’s services at any time at its entire discretion, subject to the payment of a fee for termination of Services for the amount of work completed under the Contract at the time of termination. In addition, the termination of Services will also be subject to the payment of a fee for termination of Services not yet completed under the Contract, which is calculated at a rate of 20% for the value of the remaining work (including GST) not yet completed under the Contract at the time of termination. This fee is charged to The Client to cover the commercial value of the portion of Services already carried out, as well as a portion of the fees for Services not yet carried out, expenses incurred and any other financial commitments incurred or made by Painted Dog Research in reliance on the Project proceeding to completion.
3.2 In the case of Services unable to be completed by Painted Dog Research for whatever reason, the Client is entitled to receive from Painted Dog Research that portion of any fee related to the work paid for but not completed and shall not be under any further liability to the Client while remaining entitled to payment for the amount of work completed.
3.3 The Client is entitled to postpone or delay scheduled Services under the Contract although Painted Dog Research reserves the right to receive payment of up to 10% of the total Project value as compensation for any resultant business disruption. The Client will also be required to reimburse the full amount of any expenses incurred on the Project which are otherwise unrecoverable as a result of postponement or delay.
4. Professional Obligations
4.1 Painted Dog Research agrees to use all reasonable endeavours to uphold the standard Code of Conduct adopted by the Australian Market and Social Research Society (AMSRS), the Australian Marketing Institute (AMl), and adhere to the European Society for Opinion and Marketing Research (ESOMAR) International Code of Marketing and Social Research Practice.
4.2 Painted Dog Research shall employ reasonable precautions and diligence to ensure standards of professionalism in accordance with the contents of the Proposal. The Client acknowledges and accepts that all information, advice, estimates and outcomes arising from the Project are made in good faith and on the basis of the information available to Painted Dog Research at the time of the Project. Their achievement must depend, among other things, on a) the effective cooperation of the Client and its representatives, b) the limits of statistical error that are inherent in accepted market research methods and c) events which may be substantially beyond Painted Dog Research’s reasonable control. In consequence, no statement in any report, verbal communication or other written or electronic correspondence is deemed to be in any circumstances a representation undertaking warranty or contractual condition. The Client should not act in sole reliance on any statement made by Painted Dog Research or its representatives.
4.3 In accordance with AMSRS practice, completed questionnaires and other Project records may be destroyed or otherwise disposed of after the expiry of one year from the Completion of the Project. Video and tape recordings of group discussions or individual interviews may be erased immediately upon Completion of the Project. Variations to these practices require the Client to advise Painted Dog Research in writing beforehand and Painted Dog Research reserves the right to charge a fee for non standard data storage and retrieval requirements.
4.4 Painted Dog Research may in its discretion subcontract part or parts of the Project to internal or external companies or individuals. Painted Dog Research warrants that it will exercise reasonable precautions and diligence to ensure that the standard of any subcontracted goods and services are equivalent to those Painted Dog Research would ordinarily be expected to supply to its Clients.
5. Copyright and Intellectual Property
5.1 The copyright and intellectual property of any report or proposal supplied by Painted Dog Research shall remain vested in Painted Dog Research. The Client is entitled to use the proposal or reports solely for the purpose of its business upon payment of any sums due to Painted Dog Research for the Services rendered.
5.2 Any Proposal or Report supplied by Painted Dog Research to the Client is supplied on condition that it shall not be divulged to parties other than the Client’s officers and employees or nominated agents, without Painted Dog Research’s prior written consent. The Client agrees to maintain as confidential all Proposals and Reports supplied by Painted Dog Research and shall procure that all it officers and employees and those of its agents who have access to the proposals or reports shall be made aware of and subject to these obligations.
5.3 Except for the commercial purposes of the Project, each party will not disclose any confidential information and trade secrets of the other party and will keep them confidential at all times. Each party must also take reasonable steps, including their employees, agents, suppliers and any other third party, to safeguard them and prevent their unauthorised use or disclosure.
5.4 Client Brief and Client Data: The brief prepared by the client is the property of the client and should be the subject of confidentiality or a secrecy agreement. All information relating to the client is confidential and is the property of the client.
5.5 Research Proposal: The contents of this proposal are owned by Painted Dog Research unless a specific agreement is made for example, payment for preparing a proposal. As such, the proposal or parts thereof, should not be shown or discussed with other companies without the specified permission of Painted Dog Research. Any client data or information contained in the proposal is confidential and is covered in ‘Client Brief and Data’ above.
5.6 Research Techniques & Methodology: In projects where Painted Dog Research has been specifically contracted to develop new research techniques or methodologies for the client, these are the property of the client. Otherwise, once a project has been commissioned all the techniques and methodology used in the project are not the property of the client and may be used by Painted Dog Research in other work.
5.7 Research Data & Materials: Data related to the project becomes confidential client property. This includes all data directly related to the project on products and market, the research proposal, and the specific questionnaires and discussion guides used. In accordance with AMSRS codes of practice the identity of any respondents cannot be made known to the client. As such Painted Dog Research will retain respondent details and the information they provide.
6.1 The Client shall fully and effectually indemnify Painted Dog Research against any claim, proceeding or action arising from or connected with the Services provided by Painted Dog Research, including but not limited to copyright or trademark infringement, statutory compensation, personal injury, loss or damage to property.
7. Limits of Liability
7.1 Painted Dog Research’s liabilities pursuant to the terms of the Contract shall be in lieu and to the exclusion of all other warranties, conditions or obligations imposed or implied by statute, common law, usage or otherwise. All liability arising for any direct, indirect or consequential loss (including that of the loss of profits) is hereby expressly excluded to the maximum extent allowed by law, except for liability for death or personal injury caused by the negligence of the company or its employees. Painted Dog Research will not accept any liability for any loss arising from or in connection with the Client’s interpretation of reports or other Services provided and in any event Painted Dog Research’s liability is strictly limited to the amount of any fees received from the Client in respect of the Services provided.
8. Force Majeure
8.1 Painted Dog Research shall not be liable for failure to perform its contractual obligations due to an act or event substantially beyond Painted Dog Research’s reasonable control.