1. Proposals and Quotations

All quotes submitted by m360 Research are free of obligation. A quote shall be considered as having been accepted and a contractually binding agreement formed once the client returns the signed m360 Research Project Agreement (the “PA”). References in these terms to “this agreement” will refer to the PA and these terms.

2. Quotation Restrictions

All quoted costs and timings are conditional and may change if final requirements differ from those provided in the quote, including Methodology, Length of Interview, Screening Criteria, Additional Quotas, Geographic Distribution, Work Location.

3. Delivery Date

Delivery dates may be delayed by unforeseen circumstances or factors beyond m360 Research’s control that affect the fieldwork or the technical completion of the fieldwork. m360 Research shall notify the client as soon as practicable in the event it anticipates a delay.

1. Client Commissioned Recruitment Partners

If the client plans to commission the services of another fieldwork agency for the same project, this must be disclosed to m360 Research prior to the commencement of the project and/or prior to commissioning of the other fieldwork agency.

2. Re-contact

If the client requires Respondent Personal Data (as defined in Section C.1. below) to re-contact respondents after the close of the survey, such as to ask follow up questions or for another wave of the survey, the client must inform m360 Research prior to the launch of fieldwork. Re-contact is not permitted without the prior written consent of the respondent and m360 Research.

3. Project Break-off

m360 Research reserves the right to close and invoice any survey which has remained in field for longer than 6 weeks without progress or upon receiving instruction from the client. Upon such closing, the project management fee and the minimum fee, if applicable, shall be due. If the client decides to reopen the same survey, a new project management fee and minimum fee may be charged.

4. Screening

In accordance with industry guidelines, screeners must be used for recruitment purposes only and not data collection.

a. For qualitative project work, 12 questions is a maximum reasonable screener length.

b. For quantitative project work, 10 questions is a maximum reasonable screener length.

c. If respondents screen out after the maximum reasonable screener length, they must be fairly compensated. Note that costs, feasibility and timings could be negatively impacted for surveys with screeners that exceed the maximum reasonable screener length. The screener length is included in the overall length of the survey when calculating length of interview.

1. Sample Delivery Process

At the start of each project, the client and m360 Research will determine the exact profile of the persons eligible to participate in a survey (“sample”). m360 Research will direct the sample to (i) surveys hosted by us for the client, (ii) surveys programmed and hosted on the client’s computer systems and servers, or (iii) on the computer systems and servers maintained by others on the client’s behalf.

Our obligation to direct sample to client surveys is subject to our determination that the sample consists of a sufficient number of potential respondents to meet the delivery level and other terms set forth in the PA.

2. Our Commitment to Service

m360 Research will use commercially reasonable means to secure the agreed sample using the methodology described above. In the event we are unable to provide a sufficient number of respondents, the client will be charged for only the number of completes. Recruitment of an insufficient number of respondents shall not be a breach of the PA.

3. Questionnaire Quality

Prior to commencement of the Services, m360 Research has the right to review and approve each survey for which it will supply a sample. We reserve the right to reject any survey on the grounds that it is too long or complex; contains profane, obscene, hateful, discriminatory, or otherwise objectionable material; is incompatible with our requirements on survey redirects; violates our privacy policy; or otherwise fails to meet the guidelines, rules, or regulations published periodically on our Web site. Surveys may be undertaken only for market research purposes. In no event shall m360 Research’s approval of a survey be construed as m360 Research providing any representation or warranty regarding, and m360 Research disclaims any liability for, the legality, quality, and/or contents of the survey.

4. Drop-outs

A “drop-out” is a potential respondent who is eligible after the screening questions but does not complete the survey. If the drop-out rate exceeds 20 percent (20%) of potential respondents for such survey, it is assumed that either (i) there is a technical problem, or (ii) that the survey is overly complex or incomprehensible. Whilst every reasonable effort will be made to ensure that each survey fielded is suitable for the applicable market, irrespective if the dropout rate is above 20% then m360 Research reserve the right to reassess all costs, feasibility and timings.

5. Feasibility and Incidence

m360 Research proposals assume feasibility and cost based on an assumed incidence rate. If the incidence rate is lower than assumed, we reserve the right to revise timing, cost and project feasibility.

6. Incentives, Incentive Caps and Fair Market Value

The incentives stated in the quote are estimated based on the length and complexity of the project. m360 Research uses proprietary methodology to determine the final amount, nature, and means of payment of incentives, which may differ from the quoted amount. Unless otherwise set forth in the PA or agreed to in writing, m360 Research will invoice the quoted incentive amount.

The client is responsible for disclosing to m360 Research any caps on incentives required by the sponsor (Incentive Caps) and/or FMV restrictions in local currency at the bid request stage. If Incentive Caps or/ FMV rates are introduced after timing, cost and project feasibility have been established, we have the right to re-cost, re-assess feasibility and timeline or decline the project if we feel it is no longer viable. Cancellation fees may apply if a project is cancelled due to the client providing notice of Incentive Caps or FMV rates after project feasibility has been established.

7. Operating Hours

Unless otherwise agreed, m360 Research will not start a survey after 4:30 pm (local time of the fielding market/geography) in order to avoid over-recruitment outside of office hours, control the survey and provide panel support. Weekend/holiday support may be available with advanced notice, provided that additional charges may apply.

8. Outsourcing

m360 Research may be required to outsource certain parts of the project to subcontractors. All subcontractor are required to sign confidentiality and data protection agreements that comply with the client specific standards.

1. No warranty

m360 Research makes no representations or warranties regarding, and expressly disclaims any liability for, unsuitable responses generated by client developed materials and/or the appropriateness or usefulness of the data material gathered. 

2. Removal of Completes

The client is responsible for ensuring that questionnaires are accurately designed and include sufficient logic to ensure quality responses. A complete may be removed only if the following criteria has been met:

a. Timeframe

i. Flagged to M360 in real-time where possible, but in no event later than 2 business days of completion by the respondent.

b. Reasons for removal

i. Bad Open-Ends (key tapping, profanities)

ii. Length of Interview (LOI) less than 35% of median LOI across similar routing

iii. Failure to follow multiple instructional responses (e.g. “Answer 2 to this question”) and/or providing contradictory responses on two simple questions (e.g. Number of patients on a drug higher than number of patients treated.)

iv. Straight lining across more than 50% of grid questions (minimum of 4 grid questions with at least 5 answer options) on studies with an LOI of less than 45 minutes – it is advisable to discuss flatlining and prevention thereof through questionnaire design during the set-up phase

v. The full cost per interview applies to all completes that do not meet the above criteria.

3. Adverse Event Reporting

If Adverse Event (AE) reporting is required, additional charges may apply based on the specific process and administration required. It is the client’s responsibility to inform m360 Research of specific AE reporting requirements. Pursuant to privacy and data security best practices, m360 Research will forward AE reports directly to the end client / Marketing Authorization Holder (MAH). To minimize the overall number of transfers of Personal Data in compliance with GDPR Privacy by Design and Default obligations, m360 Research will not copy Personal Data associated with AE reports to the market research agency.

1. Anonymity

The client will not collect or attempt to collect any personal data from any respondent. Personal data includes any information that would allow the client to identify a respondent at any time in the future, including, but not limited to, name, address, e-mail address and IP address (“Respondent Personal Data”) without the written agreement of m360 Research.

Except as agreed by m360 Research and with respect to “session cookies”, the client will not append cookies or other electronic tags to the browser of any potential respondent. The client shall abide by all guidelines for marketing research as published and periodically amended by American Marketing Association (AMA), MRA, Intellus, Insights Association, BHBIA, EphMRA and ESOMAR.

2. Data Protection

Each party represents, warrants and covenants to cause their employees and/or agents to, abide by and comply with any and all applicable international, national, federal, state and/or local laws, rules, regulations, requirements, statutes, codes, decisions and opinions, including but not limited to the General Data Protection Regulation (“GDPR”) (Regulation (EU) 2017/679), the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), , the United States CAN-SPAM Act (“CAN-SPAM”), the Gramm-Leach-Bliley Act (“GLBA”), the Children’s On-Line Privacy Protection Act (“COPPA”), the California Consumer Protection Act (“CCPA”), the code of the Insights Association (www.insightsassociation.org), and any amendments thereto, in connection with collection, storage, maintenance, processing, use and/or disclosure of Participant Identifiable Information, only as permitted by this Agreement.

If the client receives delivery of Respondent Personal Data, the client shall:

a. use the Respondent Personal Data solely and exclusively for market research purposes.

b. not use or disclose the Respondent Personal Data for any other purpose, including, without limitation, marketing, selling or influencing the opinions or decisions of any Respondent.

c. not use such information to recruit, or attempt to recruit, any Respondent into any online or offline panel or community, or for any other market research activities. No solicitation allowed. For each Respondent approached for recruitment in breach of this Section, client shall pay to m360 Research a fee equal to $10,000. If M360 can demonstrate the client attempted to recruit at least one Respondent, the client shall be required to prove which Respondents they have attempted to recruit or the fee for total number of Respondent provided will be due.

d. not disclose the Respondent Personal Data to any third party without the prior written authorization from m360 Research. Any authorization to transfer Respondent Personal Data to a sub-processor is subject to a contract being in place which imposes the data protection obligation as set out in Article 28(3) of the General Data Protection Regulations (GDPR) on the sub-processor. The client is liable for their third party’s compliance with all data protection obligations.

e. ensure appropriate technical and organizational measures are in place to ensure the security of any Respondent Personal Data they process which may include as appropriate; encryption and pseudonymization, the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services, the ability to restore access to personal data in the event of an incident and processes for testing and assessing the effectiveness of the measures. This also applies to any sub-processors contracted by the client to process Respondent Personal Data.

f. destroy Respondent Personal Data upon the completion of the permitted research activities.

g. indemnify and hold harmless m360 Research against any claim arising from client or third parties’ negligent handling or misuse of the Respondent Personal Data.

h. notify m360 Research within 24 hours should any suspected or actual breach of Respondent Personal Data occur.

i. notify m360 Research within 24 hours should client receive any requests from data subjects who wish to exercise their rights under GDPR or CCPA.

Exclusion lists from m360 Research contain the first three letters from the Respondent’s first and last name and, potentially, the Respondent’s state/region and medical specialty for the client to match and exclude those Respondents.

If the client, its affiliates or agents process Respondent Personal Data from the EU in a manner that involves the transfer of, or access to such Personal Data from any country outside of the EEA/EU, the client agrees to protect the Personal Data in compliance with GDPR restricted transfers, including:

a. if the transfer is to the United States, it is certified under the Privacy Shield Framework; or

b. it has executed and fi led Binding Corporate Rules with the applicable Data Protection Authority; or

c. it will enter to Standard Contractual Clauses in accordance with Regulation (EU) 2016/679 (General Data Protection Regulation) as applicable.

The client agrees to comply with the Privacy Shield Principles pertaining to EU and Swiss Personal Data. Those Principles are: (1) Notice; (2) Choice; (3) Accountability for Onward Transfer (i.e., binding by written agreement any permitted third parties or subcontractors who may have access to any Personal Data under this Agreement); (4) Security; (5) Data Integrity and Purpose Limitation; (6) Access; and (7) Recourse, Enforcement, and Liability. More information about those requirements can be found by going to the Privacy Shield Web site at https://www.privacyshield.gov. To the extent Client is certified under the Privacy Shield Framework with respect to processing Respondent Personal Data, Client agrees to maintain such certification for so long as it has such data and to notify M360 without undue delay if it makes a determination that it can no longer meet its obligation to provide the same level of protection as is required by the Principles. The parties agree to work in good faith to put in place a replacement legal data transfer mechanism in such a case.

3. Compliance with Laws

m360 Research complies with all applicable laws, regulations and industry codes of practice relevant to the Services (including but not limited to Insights Association, Intellus, EphMRA, ICC/ESOMAR, EFPIA and BHBIA codes of practice and frameworks (as applicable). When commissioning m360 Research with a project our client is agreeing to be bound by these codes.

4. Mutual Confidentiality

Each party agrees to treat as confidential all data, processes, software, methodologies, ideas, improvements, features, customizations, enhancements, inventions, know-how or other intellectual property created, invented, conceived, developed or reduced to practice by the other party in connection with the services (the “Intellectual Property”), together with any other information provided to it by such party (collectively, the “Confidential Information”), whether before or after the execution of this agreement; provided that, the term Confidential Information shall not include any information that is (i) publicly known or becomes publicly known through no breach of this Agreement by the party receiving or accessing the Confidential Information (the “Receiving Party”) or on the Receiving Party’s behalf, (ii) rightfully received from a third party without an obligation of confidentiality to the disclosing Party with respect to the information received, (iii) approved by the disclosing Party for disclosure; (iii) was already known to the Receiving Party free of any obligation to keep it confidential at the time of its disclosure by the disclosing Party, or (iv) is independently developed by the Receiving Party without utilizing the Confidential Information of the disclosing Party. The client acknowledges and agrees that the names of all respondents and the amounts of compensation paid to respondents are the Confidential Information of m360 Research. Each party will keep all Confidential Information in strict confidence, using reasonable measures at least equal to the measures it takes to protect its own confidential information, and will not itself or allow others, at any time during and for five (5) years after the expiration or earlier termination of this agreement, to: (i) make any unauthorized use, disclosure, publication, or dissemination of the Confidential Information; (ii) disassemble, decompile, recast, or reverse engineer any of the Confidential Information or create data or works similar thereto; (iii) sell, lease, license, transfer, network, reproduce, or otherwise distribute any of the Confidential Information; (iv) copy the Confidential Information in any form except as necessary to use in accordance with this agreement; or (v) modify, alter, delete or obscure any proprietary rights notice embedded in or affixed to any Confidential Information. Each party will ensure compliance with this agreement by its affiliates, employees, agents, officers, directors and other representatives, and will bear responsibility for any breach of this agreement by them. Each party will return and/or destroy all Confidential Information after the termination of this agreement or upon demand by the other party at any time (together with any copies thereof or work product with respect thereto).

Each party shall retain sole and exclusive right, title and interest to, and has all patent, copyright, trademark, trade secret and all other property rights in and to all of its Intellectual Property and Confidential Information, and nothing in this agreement will be construed as transferring any aspects of such rights to the other party or to any third party. Without limiting the foregoing, nothing herein shall be deemed to provide any rights or titles to the client with regard to m360 Research’s proprietary methodology used for providing the services, including without limitation for gathering data, compilation and analysis, tables, formats, templates and other forms of presentation, technology, systems or processes that have been or may be developed by m360 Research, and any of its Intellectual Property or Confidential Information.

1. Change Fee

The final survey will be provided to m360 Research electronically in Microsoft Word or compatible format prior to the start of programming. Any cosmetic or text changes that exceed 20% of the survey after programming has commenced will be subject to an additional charge based on the amount of time required to implement these changes at m360 Research’s standard hourly rate, unless set forth otherwise in the PA. Changes to the survey that are not cosmetic or text changes will be evaluated and subject to an additional charge based on the amount of time required to implement these changes.

2. Cancellation Fee

If the client cancels a project or delays a project by ten (10) or more working days, the minimum fee shall be (i) US$500 project management fee, plus (ii) US$500 if sample selection has commenced and/or a URL has been checked. In addition, other costs relating to project set-up, management and 3rd party costs will be charged unless set forth otherwise in the PA. For projects that are already in fi eld when cancelled, all fees, including recruitment, incentives and all 3rd party costs will be charged to the client.

3. Minimum Fee

m360 Research will not be charging any universal project minimum fee to its clients. However, the project management and set-up fee will be a fixed cost, irrespective of the number of completes. If any project falls under project minimum, m360 Research will notify the same during the bidding stage

4. Translations

Translation costs are estimated based on the information given in the client’s bid request.

a. The cost for translations of the questionnaire or discussion guide is estimated to be at 150 words per minute. This may increase or decrease based on the actual number of words translated. Hourly editing fees will be implemented for changes after translations have commenced.

b. The cost for the translation of the open-ended questions is an estimate based on an average number of words (8 words per open-end). This may increase or decrease based on the actual number of words translated.

c. The non-English versions will be similar to the English version in logic and in question order, except for the language. The non-English versions will be created after the English version has been finalized.

d. m360 Research recommends against back translations of the questionnaire from native language to English as interpretations of the material may vary widely from the sourced document and from one translation company to another.

5. Conditions of Payment

a. Invoices are due and payable within 30 days of the date of issue of invoice unless otherwise agreed in writing.

b. All charges are stated exclusive of VAT, unless the context requires otherwise.

c. If the client does not pay invoices when due, m360 Research may:

i. With not less than seven (7) days prior notice to the client, suspend the provision of any or all of survey services; and

ii. charge the client interest on the overdue amount at the rate of 8% per year above the base rate of Barclays Bank Plc from time to time (which interest will accrue daily until the date of actual payment, be compounded quarterly, and be payable on demand). If m360 Research must initiate legal action to collect payment, the client will pay all legal fees and costs of collection.

d. m360 Research shall be entitled to charge the client for any expenses reasonably incurred by m360 Research’s personnel in connection with the services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, provided that such expenses have been approved by the client (such approval not to be unreasonably withheld, conditioned or delayed).

1. Liability

a. m360 Research will use reasonable skill and care in the provision of the services under these terms.

b. Nothing in these terms will:

i. limit or exclude the liability of a party for death or personal injury resulting from negligence;

ii. limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;

iii. limit or exclude any liability of a party in any way that is not permitted under applicable law.

c. m360 Research will not be liable:

i. in respect of any loss of profits, income, revenue, use, production or anticipated savings;

ii. for any loss of business, contracts or commercial opportunities;

iii. for any loss of or damage to goodwill or reputation; iv. in respect of any loss or corruption of any data, database or software;

v. in respect of any special, indirect or consequential loss or damage.

d. Neither party will be liable for any losses arising out of a Force Majeure Event. “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, pandemics, explosions, fi res, floods, riots, terrorist attacks and wars).

e. m360 Research’s aggregate liability under these terms will not exceed the total amount paid by or (if greater) payable by the client (as set out in m360 Research’s quote) for the project in question.

f. The client represents and warrants that the content of the survey complies with the current law of the countries in which the survey is carried out. Without limiting the foregoing, the client represents and warrants that the surveys shall not contain the following: Any libelous or threatening content, or any which glorifies violence; any obscene, discriminatory, or pornographic content; software or pictures of other materials that infringe upon the rights of a trademark or copyright-holding third party; computer viruses or other programs that damage or interfere with the operation of other people’s computers; chain letters, publicity, or any material aimed at promoting sales and questions concerning illegal products, substances, or acts, or violations of fair trade rules.

g. The client agrees to indemnify and hold m360 Research harmless from any third-party claims that arise from any act or omission taken by the client in breach of these terms. The client agrees to compensate m360 Research for all damages and reasonable expenses caused to m360 Research by a third party due to such claims.

2. In-House/Office Usage Testing

a. In-house/office usage testing means a survey for which a product is sent to respondents at their home/office address for product testing on which their subsequent survey responses will be based.

b. The client accepts unlimited responsibility for the products sent out by either party. The client represents and warrants that each product complies with the current law of the United Kingdom, each country in which the survey is carried out, and each country to which the products are sent. The client further represents and warrants that the product is not harmful to the respondents in any way.

c. m360 Research reserves the right to refuse an in-house/office usage test for reasons of safety, legality, or other reasonable considerations that m360 Research becomes aware of after beginning a survey.

d. The client hereby agrees to save, protect, defend, indemnify, and hold m360 Research harmless from and against any and all possible third-party claims that arise from an in-house/office usage testing that breaches these terms. The client agrees to compensate m360 Research for all liabilities, demands, damages, judgments, awards, settlements, expenses, or losses, including costs of litigation and reasonable expenses incurred by m360 Research due to such claims.

1. Any deviation from these terms and conditions will only be valid and enforceable if agreed in writing by m360 Research and only applies to the assignment to which it explicitly refers. Any general terms and conditions by the client shall not apply unless the parties have agreed in writing that (parts of) said terms and conditions are applicable in addition to these terms and conditions.

2. The client may not, without the prior written consent of m360 Research, assign, transfer, charge, license or otherwise dispose of or deal in this agreement or any rights or obligations under this agreement.

3. This agreement is made for the benefi t of the parties and is not intended to benefi t any third party or be enforceable by any third party.

4. Governing Law and Jurisdiction

This agreement will be governed by and construed in accordance with the laws of country from which it emanates (i.e., UK, US or Sweden). The laws and the courts of applicable country will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this agreement.

5. Entire Agreement

All the parties’ liabilities and obligations in respect of the subject matter of the Services are expressly set out in the terms of the PA and these Terms and Conditions. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the PA and these Terms and Conditions will be implied.