1.1. The definitions and rules of interpretation in this clause apply in these terms and conditions:

“Applicable Data Protection Laws”: means

a.     to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data;

b.    to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Company is subject, which relates to the protection of personal data.

“Client Personal Data”: any personal data which the Company processes in connection with the Contract, in the capacity of a processor on behalf of the Client.

“the Client”: the person, firm or company with whom the Company has contracted to provide services.

“Code of Conduct”: the Standard Code of Conduct adopted by the Market Research Society from time to time

“the Company”: Critical Research Ltd

“Contract”: the Company’s acceptance of the Client’s written offer to purchase the Services following a Quotation provided by the Company to the Client under clause 3. The Contract is made between the Client and the Company.

“Document”: includes, without limitation, in addition to any document in writing, any questionnaire, computer record, drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information or data in any form.

“EU GDPR”: the General Data Protection Regulation ((EU) 2016/679).

“Quotation”: the quotation for the Services provided by the Company to the Client and setting out the specifications, parameters and associated costs for the Services.

“Purpose”: the purpose for which the Client Personal Data is processed, as set out in clause 8.5(a).

“Services”: consultancy, research surveys and associated information as requested by the Client and specified by the Company and the Client, together with any other services which the Company provides, or agrees to provide to the Client.

“UK GDPR”: has the meaning given to it in the Data Protection Act 2018.

“VAT”: value added tax chargeable under English law for the time being and any similar additional tax.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 Headings in these terms and conditions shall not affect their interpretation.

1.4 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.

1.5 A reference to a statute or statutory provision is a reference to it as it is in force, for the time being, taking into account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.6 A singular includes the plural, and vice-versa.

1.7 A reference to writing or written includes email but not fax.


2.1 These terms and conditions together with the Code of Conduct shall:

(a) apply to and be incorporated into the Contract;

(b) prevail over any inconsistent conditions contained in any Quotation provided by the Company save for:

(i) any statement in a Quotation under the heading “Prevailing Terms” or

(ii) any manifest errors and omissions in such Quotation which shall be corrected by the Company when identified by the Company or drawn to the Company’s attention in writing by the Client and such corrected terms shall prevail; and

(c) not be varied except by an agreement signed in writing by the Company and the Client.

2.2 The Client’s acceptance of a Quotation by the Company constitutes an offer by the Client to purchase the Services on these terms and conditions.

2.3 Any Quotation given by the Company shall be exclusive of VAT and is valid for a period of 28 days from its date, provided that the Company has not previously withdrawn it.

2.4 The Client’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern or be incorporated into the Contract, expressly or by implication.


No offer placed by the Client shall be deemed accepted by the Company other than:

(a) by an acknowledgement by the Company in writing; or

(b) (if earlier) by the Company starting to provide the Services, when a contract for the supply and purchase of the Services on these terms and conditions will be established.


4.1 Where the Quotation issued by the Company is for a fixed price the fee payable by the Client shall be the sum shown on the Quotation or such sum together with such additional payments as are identified in the Quotation.

4.2 Where the Quotation issued by the Company includes an obligation to pay a fee relating to the time taken by the Company’s staff, employees, executives or directors to provide the Services, whether payment is solely based on time and additional charges or whether in addition to a fixed price, the amount due and payable by the Client shall be such sum as is calculated in accordance with the Quotation.

4.3 The Client shall pay (without any deduction or set-off whatsoever) each invoice submitted to it by the Company, in full and cleared funds, within 14 days of the date of issue to a bank account nominated by the Company, or by cheque where agreed. The Company reserves the right to request payment of up to 50% of the total sum shown on the Quotation prior to the Company starting to provide the Services by submitting an invoice to the Client and has the right to withhold providing the Services until such payment is made by the Client within the period specified in this clause.

4.4 Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Company on the due date, the Company may:

(a) charge interest on such sum from the due date of payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Client shall pay the interest immediately on demand. The Company may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and

(b) suspend all Services until payment has been made in full.

4.5 Time for payment shall be of the essence of the Contract.

4.6 All sums payable to the Company under the Contract shall become due immediately on its termination, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

4.7 The parties agree that, if at any time after the Contract is established in accordance with clause 3, the Client wishes the Services under the Contract to be varied, the Client will notify the Company in writing and provide full details of the proposed variations. The Company reserves the right to review the variations and amend its Quotation accordingly to  increase the sums payable by the Client in such a manner as the Company, in its sole discretion, deems reasonable.

4.8 If parts of the Services are being carried out outside the United Kingdom and the sterling equivalent of the costs incurred by the Company in respect of any part of the Service exceeds by more than 1% the proportion of the price attributed to that part in the Quotation  by reason of currency fluctuations, the Company shall be entitled to charge the Client the actual sterling equivalent of these costs at the exchange rate in operation at the time the Company pays such costs.

4.9 If the Client has requested to be invoiced in a non-UK sterling currency and the sterling currency equivalent of invoice amounts are lower than the sterling equivalent at the time of the Quotation by reason of currency fluctuations in excess of 1% and payment has not been received within 14 days of the invoice, the Company shall be entitled to resubmit the invoice at the prevailing exchange rate. 


5.1 Without prejudice to any other rights or remedies which the other parties may have, either party may terminate the Contract without liability to the other immediately on giving written notice to the other if:

(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or

(b) the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

(c) the other party repeatedly breaches any of the terms of the Contract in such a manner as reasonably to justify the opinion that its conduct is inconsistent with the intention or ability to give effect to the terms of the Contract; or

(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a person) is deemed unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 286 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or

(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party;

(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or

(h) a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration, or other such process is levied or enforced or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject, that has an effect equivalent or similar to any of the events mentioned in clause 5.1(d) to clause 5.1 (j) (inclusive); or

(l) it appears to the Company, in its sole discretion, that the Services under the Contract are or are at risk of being or have become contrary to the word or spirit of the Code of Conduct or are or are at risk of being or have become otherwise detrimental to the Company’s business reputation and goodwill.

5.2 On termination of the Contract for any reason:

(a) the Client shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt;

(b) the Client shall, within a reasonable time, return all of the Company’s materials, equipment and tools, drawings, specifications and data supplied by the Company to the Client (including all documents, information, and materials provided by the Company to the Client relating to the Services which existed either before or after the commencement of the Contract). If the Client fails to do so, then the Company may enter the Client’s premises and take possession of them. Until they have been returned or repossessed, the Client shall be solely responsible for their safekeeping.

5.3 On termination of the Contract (however arising), clauses 6 and 9 herein shall survive and continue in full force and effect.


6.1 All materials, equipment and tools, drawings, specifications and data supplied by the Company to the Client (including all documents, information, and materials provided by the Company to the Client relating to the Services which existed either before or after the commencement of the Contract) shall, until payment in full of all sums owed to the Company by the Client in accordance with clause 4 herein, be and remain the exclusive property of the Company, but shall be held by the Client in safe custody at its own risk and maintained and kept in good condition by the Client until returned to the Company, and shall not be disposed of or used other than in accordance with the Company’s written instructions or authorisation.

6.2 Copies (insofar as is possible) of any of the aforesaid materials, equipment and tools, drawings, specifications and data (including all documents, information, and materials relating to the Services), but only in an anonymous form, can be made available to the Client on request and on payment of an additional charge.


7.1 The Client shall:

(a) co-operate with the Company in all matters relating to the Services;

(b) provide the Company, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Client’s premises, office accommodation, data and other facilities as reasonably required by the Company;

(c) provide to the Company, immediately upon the establishment of the Contract in accordance with clause 3 herein and in a timely fashion at any point thereafter, such Documents, products, materials, and other information as the Company may reasonably require for the Services and ensure that such Documents, products, materials, and other information are accurate in all material respects;

(d) inform the Company of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client’s premises;

(e) obtain and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the Services;

(f) procure at its own cost in so far as it is available in the market insurance against such loss as the Client may foresee is reasonable for it to suffer as a result of any failure by the Company to provide some or all of the Services to such extent as will be sufficient having regard to the particular circumstances of the Client.

7.2 If the Company’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, the Company shall not be liable for any costs, charges, or losses substantiated or incurred by the Client arising directly or indirectly from such prevention or delay.

7.3 The Client shall be liable to pay to the Company, on-demand, all costs (on a full indemnity basis), charges or losses sustained or incurred by the Company (including, without limitation, any direct, indirect or consequential losses, cancellations charges, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Company confirming such costs, charges and losses to the Client in writing.


8.1 For the purposes of this clause 8, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

8.2 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

8.3 Without prejudice to the generality of clause 8.2, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Client Personal Data to the Company and lawful collection of the same by the Company for the duration and purposes of the Contract.

8.4 In relation to the Client Personal Data, the scope, nature and purposes of processing by the Company, the duration of the processing and the types of personal data and categories of data subject are set out in the Quotation.

8.5 Without prejudice to the generality of clause 8.2, the Company shall, in relation to the Client Personal Data:

(a) process the Client Personal Data only on the documented instructions of the Client, which shall be to process the Client Personal Data for the purposes set out in the Quotation, unless the Company is required by Applicable Data Protection Laws to otherwise process the Client Personal Data. Where the Company is relying on Applicable Data Protection Laws as the basis for processing the Client Personal Data, the Company shall notify the Client of this before performing the processing required by the Applicable Data Protection Laws unless those Applicable Data Protection Laws prohibit the Company from so notifying the Client on important grounds of public interest. The Company shall inform the Client if, in the opinion of the Company, the instructions of the Client infringe Applicable Data Protection Laws;

(b) implement the technical and organisational measures set out in the Quotation to protect against unauthorised or unlawful processing of the Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data, which the Company has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

(c) ensure that any personnel engaged and authorised by the Company to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

(d) assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to the Company), and at the Client’s cost and written request, in responding to any request from a data subject and in ensuring the Client’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e) notify the Client without undue delay on becoming aware of a personal data breach involving the Client Personal Data;

(f) at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client on termination of the Contract unless the Company is required by Applicable Data Protection Laws to continue to process that Client Personal Data. For the purposes of this clause 8.5(f) Client Personal Data shall be considered deleted where it is put beyond further use by the Company; and

(g) maintain records to demonstrate its compliance with this clause 8.

8.6 The Client hereby provides its prior, general authorisation for the Company to:

(a) appoint sub-processors to process the Client Personal Data, provided that the Company:

(i) shall ensure that the terms on which it appoints such sub-processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Company in this clause 8;

(ii) shall remain responsible for the acts and omission of any such sub-processor as if they were the acts and omissions of the Company; and

(iii) shall inform the Client of any intended changes concerning the addition or replacement of the sub-processors, thereby giving the Client the opportunity to object to such changes provided that if the Client objects to the changes and cannot demonstrate, to the Company’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Laws, the Client shall indemnify the Company for any losses, damages, costs (including legal fees) and expenses suffered by the Company in accommodating the objection.

(b) transfer Client Personal Data outside of the UK as required for the Purpose, provided that the Company shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Client shall promptly comply with any reasonable request of the Company, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer).

8.7 Either party may, at any time on not less than 30 days’ notice, revise clause 8 by replacing it (in whole or in part) with any applicable standard clauses approved by the EU Commission or the UK Information Commissioner’s Office, the Code of Conduct or forming part of an applicable scheme or code of conduct (Amended Terms). Such Amended Terms shall apply when replaced by attachment to the Contract, but only in respect of such matters which are within the scope of the Amended Terms.


9.1 Save where the form of the question is prepared by the Client or required by the Client to be in a set format, the copyright in all reports and preliminary work carried out by the Company shall, at all times, remain vested in the Company.

9.2 The parties agree that the Services shall be carried out by the Company exclusively for the Client to be used in connection with the Client’s business and shall not be disclosed to any third party without the prior written consent of the Company and nor shall the Company’s name be used by the Client or any third party in connection with the Services without the Company’s prior written approval.

9.3 The Client shall keep in strict confidence any data subject’s personal identifiable information and all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by the Company, its employees, agents, consultants or subcontractors and any other commercial information concerning the Company’s business or its products which the Client may obtain.

9.4 The Client may disclose such information as referred to in paragraphs 2 and 3 of this clause 9:

(a) to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Client’s obligations under the Contract; 

(b) as may be required by law, court order or any government or regulatory authority; and

(c) to the extent that it has already come into the public domain otherwise than through unauthorised disclosure.


10.1 The Client shall not, without the prior written consent of the Company, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Contract.

10.2 The Company may, at any time, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.


11.1 This clause 11 sets out the entire financial liability of the Company (including any liability for acts or omissions of its employees, agents, consultants and subcontractors) to the Client in respect of:

(a) any breach of the Contract;

(b) any use made by the Client of the Services or any part thereof; and

(c) any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Contract.

11.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

11.3 Nothing in these terms and conditions limits or excludes the liability of the Company:

(a) for death or personal injury resulting from negligence; or

(b) for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by the Company.

11.4 Subject to paragraphs 2 and 3 of this clause 11:

(a) the Company shall not be liable for:

(i) loss of profits;

(ii) loss of business;

(iii) depletion of goodwill and/or similar losses;

(iv) loss of contract;

(v) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

(b) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise arising in connection with the performance or contemplated performance, of the Contract shall be limited to and not exceed any sums of money already paid to the Company by the Client.


12.1 Notwithstanding anything to the contrary herein contained, the Company shall have no liability to the Client under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation):

(a) any act of God, explosion, flood tempest fire or accident, pandemic or other public health crisis or other natural disaster;

(b) malicious damage;

(c) acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

(d) import or export regulations restrictions or embargoes;

(e) strikes, lockouts or other industrial actions or trade disputes (whether involving the workforce employees of the Company or any other party 

(f) power failure or breakdown in machinery or utility service or transport network;

(g) default of suppliers or subcontractors.

12.2 In any claim, and in any action, suit or other proceedings to enforce a claim for loss or damage under these terms and conditions, the burden of proving that the loss or damage does not fall within this clause shall be on the Client.

12.3 The Client acknowledges that it is in a better position to foresee and evaluate any loss it might suffer in connection with the Services and that it is able to insure against such loss to such extent as will be sufficient having regard to the particular circumstances of the Client and the provisions of this clause.


The Client expressly acknowledges that the provisions of these terms and conditions satisfy the requirements of reasonableness specified in the Unfair Contract Terms Act 1977 and that it shall be stopped from claiming the contrary at any further date in the event of any dispute concerning the enforceability of these terms and conditions.  


14.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under this Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

14.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.


15.1 If any provision of the Contract (or any part of any provision) is found by any court or other authority or competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.

15.2 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.


16.1 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently). 

16.2 Nothing in this condition shall limit or exclude liability for fraud.


A person who is not a party to the Contract shall not have any rights under or in connection with it.


18.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by email to the address provided by that party in accordance with this clause 18.

18.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting; or

(c) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.

18.3 In this clause 18 Business Day and business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

18.4 This clause 18 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.


19.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with, the law of England and Wales.

19.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with, the Contract or its subject matter.