Terms & Conditions

The specific service(s) HFS will provide for the Client and the professional fees to which HFS will be entitled are set forth in the attached Service Agreement (together, with these Terms and Conditions, referred to as the ” Agreement”). Service Agreement specify which services or products, including information and materials (collectively, the “Services”) Client is obtaining from HFS. HFS and Client are each individually referred to herein as a “Party” and together as the “Parties”. Capitalised terms used but not defined herein shall have the meanings given to them in the Service Agreement.

1. Payment. The agreed fee, payable to HFS, will be submitted via invoice as stated in the Service Agreement. Unless agreed otherwise in the Service Agreement, the Client shall make payments against undisputed invoices within 30 (thirty) days of the date of HFS’ invoice. If the Client reasonably disputes any portion of the HFS’ invoice, the Client shall notify HFS in writing and provide details on why the Client is disputing the HFS’ invoice within 15 (fifteen) days of the data of HFS’ invoice, failing which the Client waives any right to dispute such HFS’ invoice and shall make payment for it within 30 (thirty) days of the date of HFS’ invoice. HFS Research reserves the right to suspend its Services if the Client fails to make payment after 45 days past due date. In an event of early termination of the Service Agreement pursuant to section 17(b), HFS shall refund the advance amount paid by the Client on pro-rata basis.

2. Cancellation by HFS. In the event that HFS cancels or modifies the Services, Client shall, at Client’s sole option, either: (i) receive a full refund of the fees paid for such Services; or (ii) accept the rescheduled or relocated Services. If HFS may cancel or modify any Services at the request of the Client, such request being submitted to and agreed by HFS in writing, the Client shall pay to HFS any incidental and actual costs, expenses and fees resulting from such cancellation or modification of Services.

3. Service delivery. Performance and delivery of Services for PoV’s, webinars, video/podcasts, speaking engagements, feedback sessions, ThinkTank sessions and sponsorships, shall commence no earlier than when the payment has been received. Delivery of services for Top 10 and PoV licenses and membership agreements shall commence on the date agreed in the Agreement, unless HFS decides based on payment history that the Services shall commence once the payment has been received.

4. Sales Taxes. If any sales tax or other tax or charge is now or hereafter imposed or assessed by any governmental entity upon the sale, use or receipt of Services, the Client agrees to pay such taxes or charges when properly invoiced by HFS.

5. Creation of Work Product. HFS shall use reasonable endeavours to provide the Services and to deliver the Work Product to the Client by the agreed date as agreed in the Service Agreement, but such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of this Agreement. The Client shall co-operate with HFS in all matters relating to the Services.

6. Ownership of Work Product. Each Party retains all patents, copyrights, trade secrets, trademarks and other proprietary rights in its intellectual property developed before or independent of this Agreement (“Pre-Existing IP”). Work Product means any work that HFS creates or otherwise produces under this Agreement (including research documents, reports, media files, specifications and all related documentation, in any form whatsoever, whether preliminary or final, and all copies thereof. As between the Client and HFS, any right, title, interest, intellectual property right including patent, copyright, trademark, trade name, design, service mark, service name, trade secret or other proprietary rights in the Work Product and pre-existing research documents and other work products produced by HFS shall be owned by HFS. Client shall not edit, alter, modify or remove any markings or labels from the Work Product indicating HFS’ ownership and HFS will have final editing rights of the agreed Work Product and will publish an electronic version for the Client.

7. Confidentiality. During the term of this Agreement, either Party may receive or have access to information of a confidential and/or proprietary nature, as as well as information about product plans and strategies, pricing, promotions, clients and related non-technical business information (“Confidential Information”). Parties shall use commercially reasonable efforts to keep Confidential Information of the other Party strictly confidential. Neither Party may directly or indirectly, disclose any of the other Party’s Confidential Information to any third party or use any of the other Party’s Confidential Information for any purpose other than in furtherance of the Agreement except as specifically permitted by the Agreement or with the other Party’s prior written consent.. Any written communication from either Party to the other Party that the disclosing Party deems to be confidential shall be clearly stamped as “Confidential”. Each Party will only allow those of its affiliates, officers, employees and contractors to access the Confidential Information of the other Party that have a need to know in order to properly perform its obligations or exercise its rights under the Agreement and who are bound by the confidentiality obligations as stringent as under this Agreement. In addition, a Party may disclose the other Party’s Confidential Information to the extent it is required to be disclosed by law or pursuant to a court order. The Party subject to such legal requirement or order shall, if legally permissible, promptly and in advance notify the Party whose Confidential Information is to be disclosed, so such Party may seek a protective or similar order. Upon the disclosing Party’s request or expiry/termination of this Agreement, the receiving Party shall return or destroy all Confidential Information held or controlled by the receiving Party. Parties may retain Confidential Information archived on electronic backup media or to the extent required by law and subject to confidentiality obligations under this section. The obligations stated in this section shall not apply to any information which is a) already known by the receiving Party prior to disclosure; b) publicly available through no fault of the receiving Party; c) rightfully received from a third party without a duty of confidentiality; d) independently developed by the receiving Party prior to or independent of the disclosure; and/or (e) is approved for release or disclosure by written authorization of the disclosing Party.

8. Use of HFS Research Name, Trademarks, and Logo. The Client shall not use the name, trademarks, or logo of HFS in websites, promotional materials, publicity releases, advertising, or any other similar publications or communications, whether oral or written, except with prior written consent of HFS’ Chief Executive Officer. HFS may use the name, trademarks, or logo of the Client in websites, promotional materials, publicity releases, advertising, or any other similar publications or communications, whether oral or written.

9. Limitation of Liability.

1. Nothing in this Agreement limits or excludes either Party’s liability for: (i) death or personal injury caused by its negligence;(ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be limited or excluded by applicable law.

2. Subject to section 9 (a) above, neither Party shall be liable to the other Party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of or damage to goodwill; (vi) loss of use or corruption of software, data or information; (vii) any indirect, consequential, special, incidental or punitive damages and losses; (viii) any loss caused through the Client’s interpretation or reliance upon the Work Product or the Services.

3. Subject to section 9 (a)and b) above and the indemnity in section 10 below, a Party’s total liability to the other Party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited to the equivalent of the total fees paid by the Client to HFS in the Agreement.

10. Indemnity. HFS agrees to defend and indemnify the Client and its officers, directors, employees, agents, successors and assigns under this Agreement from and against all losses, liabilities, damages, deficiencies arising out of third party’s demands, claims, suits, actions, judgments related to any third-party claim for infringement of intellectual property rights by the Client’s use of Services and Work Product. The Client agrees to defend and indemnify HFS and its officers, directors, employees, agents successors and assigns under this Agreement from and against all losses, liabilities, damages, deficiencies arising out of third party’s demands, claims, suits, actions, judgements related to any third party claim for infringement of intellectual property rights provided by the Client to HFS for the purposes of this Agreement. This section 10 contains Parties’ sole and exclusive remedy for infringement of Intellectual Property Rights. Upon becoming aware of any alleged infringement of intellectual property rights on its own or through notice thereof from the Client, HFS shall be entitled to either: (i) procure the right to continue using the Services and/or the Work Product for the Client; or (ii) modify the infringing part of the Services and/or any Work Product to make it noninfringing; or (iii) refund to the Client the fees paid under this Agreement for such Services and/or Work Product. HFS’s intellectual property indemnity obligations hereunder shall not apply to any claim for infringement or misappropriation of intellectual property rights to the extent any such infringement or misappropriation is caused by: (i) information or materials provided by the Client and used by HFS strictly as contemplated under this Agreement; (ii) modifications made by the Client to the Work Product other than such modifications which have been made by HFS or with HFS’s written consent; or (iii) Client’s use of the Work Product in a manner inconsistent with the specific written terms/instructions as stated in this Agreement.

Indemnity Procedures. – The Party seeking indemnification under this section (“Indemnitee”) shall: (i) promptly notify the other Party (“Indemnitor”) in writing of any claim brought by third parties for which it is seeking indemnification; (ii) provide Indemnitor with sole control of the defence and settlement thereof; (iii) provide Indemnitor, at Indemnitor’s request and expense, with reasonable assistance and full information with respect thereto; and (iv) make reasonable efforts to mitigate its indemnifiable damages and losses. Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defence and settlement of such claim.

11. Compliance of Law. Both Parties shall comply with all applicable laws, ordinances, regulations and codes in performing of its obligations hereunder including compliance and the procuring of licenses, permits and certificates under the appropriate statutory acts and regulations for the time being in force.

12. Licence. The Client and its affiliates are granted a licence (“Licence”) to use the Work Product and the Services (including data and information) provided by HFS to support internal and external marketing, strategic planning, and business development functions and for no other purpose. This includes the right to quote or paraphrase individual sentences or occasional paragraphs, but not entire pages or chapters. For these purposes “internal” use means uses intended only to serve the information needs of the Client (as distinguished from its suppliers, affiliates, and customers) and only to be seen by the Client’s, its subsidiaries and their respective officers, employees, and contractors obligated to treat such information as confidential. For all internal usage, the Client agrees to reference HFS by name. The Client shall not sublicense, lease, sell, transfer or assign (including through a change of control by merger or otherwise) this License, or use the Services in any manner, which violates this Licence, or any applicable laws. Except as expressly provided herein, reproduction of HFS’ work product in any form or by any means, including but not limited to use in any Internet posting or similar arrangement or public display without HFS’ prior written permission is prohibited. The Client agrees that in the event of a breach or alleged breach of these restrictions it will cooperate with HFS and provide HFS with necessary access to enable HFS and/or its authorised third party (which shall not be a competitor of the Client) to audit compliance.

13. Authorised Users

1. Upon payment of all applicable fees set forth in the Service Agreement, HFS shall authorise the Client to allow relevant access of the Services and Work Product on HFS’ website to its employees (“Authorised Users”). Each Authorised User may print copies of the Work Product for the Authorised Users’ use. Such copies may not be further reproduced or distributed to any unauthorised party.

2. The Client further agrees that it has appropriate software and procedures to ensure that only Authorised Users will have access to the Services and Work Product and that the Client has installed appropriate firewall protection. The Client shall notify HFS immediately if Client becomes aware of any use or distribution of the Services or Work Product in violation of this Agreement.

14. Exclusion of Warranties and Liabilities. HFS shall use its reasonable endeavours to provide information that is accurate. However, HFS also specifically disclaims any representations or warranties that may be implied under applicable law, including without limitation, any warranties of satisfactory quality or fitness for a particular use, and warranties as to the accuracy, completeness, or adequacy of information. HFS information has been obtained from sources that HFS believes to be reliable. The Client agrees not to rely solely on the Work Product or the Services for decision-making purposes.

15. Non-Exclusivity. This Agreement is non-exclusive in nature. HFS agrees that the Services to be obtained by the Client are on a non-exclusive basis and the Client reserves the right to choose at any time, a new service provider, for the Services mentioned above instead of or in addition to HFS.

16. Non-solicitation. From the date of this Agreement and during the time of any subsequent business transaction between the HFS and the Client and for a period of one year subsequent thereto, neither Party shall, without the prior written consent of the other Party, directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of the other Party, any employee of the other Party who, during the previous six months, is or was employed or engaged in the performance or receipt of the Services. Notwithstanding the foregoing, neither Party shall be prohibited from hiring any employee of the other Party (i) who contacts that Party on his or her own initiative; (ii) who responds to any general media advertisements or search firm solicitations or referrals that are not specifically directed to such employees of the other Party; (iii) who is no longer employed by the other Party, and/or (iv) with whom contact has commenced before that employee was introduced to that Party in the course of performance of the Services.

17. Term and Termination.

1. This Agreement is for a period of 12 months from the Commencement Date or for the term otherwise specified in the Service Agreement.

2. Either Party may terminate this Agreement with immediate effect by giving written notice to the other if the other Party: (i) breaches any material obligation under this Agreement and, where capable of remedy, fails to remedy the breach within 15 (fifteen) calendar days in the case of a failure to pay undisputed money, or 30 (thirty) calendar days, in all other cases, after the receipt of written notice to that effect; (ii) is unable to pay its debts as they fall due, ends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business or becomes insolvent or makes a general assignment for the benefit of its creditors, or if an administrator or a receiver is appointed on account over the other Party.

18. Dispute Resolution. If a dispute arises between HFS and the Client, then, prior to either Party pursuing other remedies (including, without limitation, litigation), HFS and the Client agree that they will meet, at a mutually acceptable time and place, no later than thirty (30) calendar days after either receives written notice of a dispute. Individuals with decision-making authority to settle the dispute shall attend the meeting. At the meeting, HFS and the Client shall attempt in good faith to negotiate a resolution of the dispute within 90 (ninety) calendar days after either receives written notice of a dispute. If the Parties are not successful in resolving the dispute, upon the written request of either Party, be referred to and finally resolved by arbitration under the arbitration rules of the London Court of International Arbitration (the “Rules”), which Rules are deemed to be incorporated by reference into this clause, except to the extent any such Rule conflicts with the express provisions of this Section 18. The arbitration shall be determined by a single, independent, impartial arbitrator. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England, excluding its conflicts of laws principles. Notwithstanding anything to the contrary, nothing in this section 18 shall preclude either Party from seeking interim or provisional relief in the form of a temporary restraining order, preliminary injunction, or other interim relief concerning the dispute at any time from a court of competent jurisdiction, if the Party deems such action necessary to protect its legitimate interests.

19. Miscellaneous.

1. This Agreement shall be governed by and construed in accordance with the laws of England, and the Parties submit to the exclusive jurisdiction of the courts of England, save that HFS may take action in any other court of competent jurisdiction.

2. The Client agrees that the terms and conditions of this Agreement can be accepted by its affiliates by signing a mutually acceptable acceptance of terms document with HFS and/or its affiliates.

3. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements on the subject matter thereof and shall not be effective until countersigned by HFS. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. No modifications may be made except in a writing signed by both Parties. Any confirmation, purchase order or other document submitted by the Client, which purports to vary this Agreement, shall be of no effect, unless agreed to in writing by HFS. This Agreement may be signed in two original counterparts.

4. HFS may reorganize as a corporation, Limited Liability Company or other entity and may assign this Agreement to such entity with prior written consent from the Client unless such assignment is to an entity resulting from internal restructuring or to a successor in interest in connection with a merger, acquisition or sale of assets.

5. Any provision of this Agreement that is unenforceable by a court or tribunal of competent jurisdiction shall be deemed severed and the remaining provisions shall continue in full force and effect.

6. Neither Party shall be in default or otherwise liable for any delay in or failure of its obligation or performance under this Agreement where such delay or failure arise by reason of any Act of God, pandemic or any government or any governmental body, acts of the common enemy, strikes or labour disputes, or other similar or dissimilar cause beyond the control of such Party. However, such event shall in no case excuse the payment obligations of the Client under this Agreement.

7. In the event of any inconsistency, conflict or ambiguity as to the rights and obligations of the Parties under this Agreement and any ancillary document, the terms of this Terms and Conditions shall control and supersede any such inconsistency, conflict or ambiguity.