American Directions Research Group Terms of Order
Rev. 01152024
1. Basic Terms. These terms and conditions (“Basic Terms”) govern all market research services provided by American Directions Research Group, Inc. (referred to as "ADRG", "we", "us") (the "Services"), unless otherwise agreed to in writing by all parties. It is expressly understood and acknowledge that ADRG is not bound by conditions printed or appearing on statements of work or instructions issued by the Client (“Client Document”) that conflict with these terms and conditions without ADRG’s prior written consent and in the event of any inconsistency between these Basic Terms and any Client Document, these Basic Terms shall control.
2. Proposals and quotations. All quotes, proposals and estimates submitted by ADRG are free of obligation and shall not be deemed to be an offer. A quote shall be considered as having been accepted and a contractually binding agreement formed once the Client returns the signed ADRG Project Agreement (the "PA"). References in these terms to "this agreement" will refer to the PA and these Basic Terms.
3. Quote acceptance. All quotes are valid for 30 days from the date issued. Quotes may be extended with ADRG’s written agreement.
4. General. The pricing and timing estimates provided in this quote are based on the project scope, survey materials, information and project details provided by you to ADRG as of the date of this quote. All pricing and timing estimates may be subject to change based on the final project specifications and/or final survey materials submitted. In addition, any changes during fielding including but not limited to actual incidence, length of interview, drop rates that exceed expected rates, modifications to quotas and modifications to deliverables timelines may result in pricing and timing changes.
5.Change fees. ADRG requires 24 hours advance notice in the event of a schedule change. We will undertake reasonable efforts to accommodate your requested re-schedule date provided we have available capacity. If not, we will offer you the first available opening. If you require a timeslot that is not available, we will make reasonable efforts to shift resources to accommodate your timeline. There may be an additional charge for this change. If a previously confirmed project is cancelled or rescheduled on the day of the project by you or your client, a fee may be assessed based upon the amount of scheduled resources for that day and/or work previously completed. The final questionnaire will be provided to ADRG electronically in Microsoft Word or compatible format no less than 24 hours prior to the start of programming. Any change to the survey impacting questionnaire structure or logic that is provided after programming has commenced will be subject to additional charges based on the amount of time required to implement these changes at ADRG’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. Similarly, amendments to the specifications set forth in the PA, including but not limited to changes in sample specifications, quota design, and dialing requirements will be evaluated and may be subject to an additional charge based on their impact to project feasibility and labor required to execute the project.
6. Interviewing Down Time. Interviewing down time caused by Client requested changes to a final CATI instrument or the late or incorrect delivery of sample may result in a charge of $32.50 per hour. Reasonable efforts will be made to minimize these charges.
7. Cancellation Fee. If Client a) cancels a project within 48 hours of its scheduled start or b) delays a project by ten (10) or more working days, a minimum fee of $500 will be assessed. 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 field when cancelled, all fees, including recruitment, incentives and 3rd party costs will be charged to the Client.
8. Payment. All prices exclude tax and payments are due no later than thirty (30) days from the invoice date. The parties hereto acknowledge and agree that the project information contained in the PA may change or be modified during the course of the project. The final invoice shall reflect actual services provided and shall include all modifications and fees as set forth above. Client shall have three (3) business days following project completion to dispute any deliverable. Following such review period, ADRG shall issue the final invoice.
a. Projects that are anticipated to exceed 2,300 hours interviewing time and two weeks completion time will require payment based on the following schedule. One third of project estimate is due at project inception, one third at project midpoint and the outstanding balance, revised for any specification variances, is due within thirty (30) days of final invoice date.
b. ADRG reserves the right to require a deposit, or payment in full, prior to the beginning of work.
9. Early Payment Discount. If payment received prior to twenty (20) days from the date of invoice, Client shall receive a 1% discount of the total amount due.
10. Late Payments. Any invoices not paid within thirty (30) days from the date of invoice shall be subject to interest accruing at the lesser of (i) prime rate + five percent (5%) per month or (ii) the highest amount permitted by applicable law from the due date until all amounts, including the principal outstanding balance and all interest, are paid in full. Invoices more than ninety (90) days past due will be considered delinquent and referred to collections.
11. Collection of Personal Data. Client acknowledges and agrees that ADRG will not disclose or permit the collection of personally identifiable information (“PII”) of respondents or any respondent identifiable information (“RII”) to Client, except in specifically described research situations, such as validation or modeling, and in such case only to the extent permitted by, and in accordance with, generally accepted professional industry standards and practices applicable laws, and ADRG’s privacy policy, available at https://www.americandirections.com/privacy-policy. Client further agrees that respondents shall not be re-contacted by the Client except as may be necessary in furtherance of a preexisting business relationship between Client and the respondent(s).
12. Ownership. ADRG and Client shall jointly own all right, title and interest in data collected from or regarding respondents via ADRG’s platform, including but not limited to call disposition, phone number validity, and respondent demographic profiling information.
13. Location of Services. ADRG shall determine in its discretion which ADRG location(s) shall perform all services performed hereunder.
14. Compliance with Laws. ADRG complies with all applicable laws, regulations, and industry codes of practice relevant to the Services (including but not limited to Insights Association and AAPOR codes of practice and frameworks as applicable). By commissioning ADRG, Client agrees to be bound by same.
15. Confidentiality. The parties hereto shall hold in confidence any information and material it receives from the other party which is related to the other’s business or is designated by the disclosing party as proprietary and confidential. It is understood that this confidentiality clause does not include information which: (i) is now or hereafter in the public domain through no fault of the party being provided the confidential information; (ii) prior to disclosure hereunder, is property within the rightful possession of the party being provided the confidential information; (iii) subsequent to disclosure hereunder, is lawfully received from a third party with no restriction on further disclosure; (iv) is independently developed by the receiving party without reliance on the disclosing party’s confidential information, or (v) is required to be disclosed by law or legal process. Each party hereby covenants that each shall not disclose the other party’s confidential information to any third party without prior written authorization of the other.
16. Client Obligations. Client shall, at its sole cost and expense, comply with all applicable laws, regulations, and industry codes of practice, and Client agrees that the primary purpose of the interview is market research. Client represents and warrants that Client (or Client’s customer) has obtained all legally required permissions for all personal data and PII provided to ADRG. Client further represents and warrants that with respect to any telephone or online samples provided to ADRG and sourced from a third party, such third party permits such sharing and use by ADRG.
17. Client Indemnity. Each party shall indemnify, defend, and hold harmless the other (and their respective shareholders, directors, officers, employees and agents) from and against all liability, losses, damages, claims, causes of action, awards, judgements, and fees and costs (including reasonable attorneys’ fees and court costs) actually incurred and arising out of: (i) a violation of applicable laws, codes, regulations, rules, and requirements; (ii) negligent acts or omissions, willful misconduct, fraud and/or breach of its obligations set forth herein; and (iii) a third party claim for infringement of any intellectual property rights or other rights of others.
18. Limitation of Liability. Neither party shall be liable to the other for any indirect, incidental, punitive, special or consequential damages (including, without limitation, lost profits) regardless of whether a party is informed of the possibility the same may exist. Client hereby expressly excuses and releases ADRG from any claim or liability derived in whole or in part from: (i) Client’s use of, interpretation of, and/or reliance on the survey data or responses received or collected in connection with ADRG’s services, and (ii) actions, activities, or conduct of the survey respondents. Except for Client’s indemnification obligation and Client’s violation(s) of applicable laws, the total aggregate liability of ADRG shall be limited to the amounts due for the PA for which liability arose or indemnification is sought.
19. Disclaimer. CLIENT ACKNOWLEDGES AND AGREES THAT ADRG IS PROVIDING THE SERVICES ON AN “AS IS” BASIS. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, ADRG HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICES AND DELIVERABLES PROVIDED HEREUNDER, IF ANY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. TO THE EXTENT ADRG MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
20. Governing Law. This agreement shall be governed by, subject to, and construed and enforced in accordance with, the laws of the District of Columbia without regard to any conflict of law or choice of law principles that may provide for the application of a different jurisdiction’s laws and any and all disputes or claims arising in connection with this agreement and these terms shall be subject to the exclusive venue and jurisdiction of the courts located in the District of Columbia.
21. Assignment/Subcontracting/Successors. ADRG may, without providing notice to, and without obtaining consent from, Client, assign in whole or in part and/or subcontract one or more portions of the execution of the services/project to any affiliate and/or any third party or third parties. Client shall not assign this agreement. The parties respectively bind themselves, their partners, successors, permitted assigns and legal representatives to the other party to this Agreement, and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this agreement.
22. Integration. This agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, or agreements, either written or oral with respect to the subject PA.
23. No Waiver. The failure of either party to insist upon the strict performance of any provisions of this agreement, the failure of either party to exercise any right, option or remedy hereby reserved, or the existence of any course of performance hereunder shall not be construed as a waiver of any provision hereof or of any such right, option or remedy available to either party or as a waiver for the future of any such provision, right, option or remedy or as a waiver of a subsequent breach thereof.
24. No Jury Trial. Both parties hereby waive trial by jury in any action, proceeding or counterclaim brought by either of them against the other with respect to any matter arising out of or connected with this agreement and/or the services provided hereunder.