Terms & Conditions
Data and Research Services – Glow
1. Basis of agreement
1.1 These terms (the “Terms”) apply when a request for data and research services (“Data and Research Services”, “DRS” is placed (a “Service Order”) between the Glow company named on the order (“Glow”) and the customer named on the order (the “Customer”).
1.2 The Terms apply only during the subscription term (“Subscription Term”) stated in the order.
1.3 In the event of any conflict between the Service Order and these Terms, the provisions in the Service Order will prevail.
1.4 These Terms relate specifically to Data and Research Services, and have the meaning defined in the Service Order which refers to these Terms. These Terms, in combination with any other terms referenced in the Service Order (together “the Agreement”) constitute the full agreement between Glow and the Customer.
2. Data Research Service definitions
2.1 Data and Research Services include any services that detailed in the Order Form. These may include:
2.1.1 Survey Response Services – Services relating to the sourcing, capture, storage and access to survey records
2.1.2 Research Services – Services relating to specific aspects of the execution of research projects that are not included in Survey Response Services
2.1.3 Fixed Deliverable Services – Full project execution that includes a fixed scope of services that may included Survey Response Services, Research Services and other services as defined in Service Order.
3. Service Requests, Quotes, Delivery and Payment
3.1 Data and Research Services may be requested (each time, a “Service Request”) by the Customer at any time during the Subscription Term
3.2 Customers that are authenticated Glow users (“User”) may place Service Requests, where available, by following the available links on Glow websites and portals (“Portal”).
Service Requests placed through the Glow Portal
3.2.1 Service Requests that are made via the Portal may commence immediately they are requested, in which case the pricing for delivery of each requested Data and Research Service will be presented to the User, representing in this agreement a quote (“Quote”) for the services in question.
3.1.1 Where pricing for the service that has been requested is not stated in the Service Order, the pricing displayed in the Quote to the User will be charged to the Customer once Service Delivery commences.
3.2.2 By accepting the price stated for the service presented the User accepts the Quote presented on behalf of the Customer.
3.2.3 On accepting the Quote, the User agrees that Glow may commence order fulfilment immediately (“Service Delivery”). All services will be invoiced to the Customer in line with the pricing set out in the Service Order:
184.108.40.206 Where the Customer Portal is set to pay with a payment card or gateway, charges will be made throughout the delivery of services based on the Customer payment threshold set on the Portal. (For more information about, or to request a change to your payment threshold, please contact Glow).
220.127.116.11 Where the Customer has been approved to pay via invoice, an invoice may be generated in full at the time at which services commence.
18.104.22.168 Invoices must be paid in full and according to the payment terms (“Payment Term”) set out in the Service Order and according to section 4 of this agreement.
Service Requests placed through a Glow representative
3.3 Customers may contact their Glow representative to place a formal Service Request in writing. Glow will aim to respond to Service Requests within 1 business day.
3.4 If Glow has service availability to support a Service Request, a formal quote (“Quote”) will be provided, including relevant service details, delivery timing, deliverables, pricing and scope information for the services requested.
3.5 Service Requests will not be fulfilled until a Quote has been accepted.
3.6 On acceptance of the Quote the Customer approves that Glow may commence the delivery of services.
3.7 Once Service Delivery has commenced, Glow may invoice the customer the amount quoted in full. In some circumstances (usually where the extent of services may vary), according to the Quote, service invoices may be split between commencement and completion of Service Delivery.
3.8 Customer agrees to pay invoices in full according to the Payment Term set out in the Service Order.
3.9 Glow will endeavour to fulfil your Service Order to the specified level of detail as described in your Quote. Where Glow is unable to fulfil your order to to full extent of your order, the Customer will not be charged for services that have not been delivered.
Changes to Service Orders
3.10 Any requests to change to Service Orders must be made in writing (“Change Requests”) to Glow.
3.11 Change Requests will be reviewed by Glow. Where delivery has not commenced on the services Glow may, at its discretion, produce a replacement Quote (“New Quote”) for the Customer.
3.11 Once a New Quote is accepted, any previously accepted Quote will become invalid, and:
3.11.1 Where Service Delivery has already commenced on the original order, Glow will cease Service Delivery and invoice the Customer for the services rendered up to the point of cancellation.
3.11.2 The Customer agrees to pay the invoice for the services rendered up to the point at which a New Quote is approved by the Customer.
3.12 Once Service Delivery has commenced the Customer agrees that, while Glow may be able to pause or cancel Service Delivery, Glow may invoice the Customer for all services approved by the Customer in the Quote in full.
4. Fees and payment
4.1 All fees, charges and expenses will be set out in the Service Order and shall be quoted, invoiced and paid in the currency stated on the Service Order.
4.2 All invoices are payable according to the Payment Term stated in the Service Order.
4.3 Neither failure to acknowledge receipt of an invoice or incorrect billing contact information are acceptable grounds for late payment.
4.4 All fees are subject to the addition of applicable sales tax or service tax, which the Customer shall pay to Glow at the prevailing rate.
4.5 The fees are exclusive of all disbursements and other incidental expenses incurred by Glow on behalf of the Customer with the Customer’s prior written approval.
4.6 All amounts due from the Customer under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). If any such withholding or deduction is required, the Customer shall, when making the payment to which the withholding or deduction relates, pay Glow such additional amount as will ensure that Glow receives the same total amount that it would have received if no such withholding or deduction had been required.
4.7 Without prejudice to Glow’s other rights, Glow reserves the right to:
4.7.1 charge interest, including compound interest, at the maximum annual rate permitted by law, on any invoice remaining unpaid after the agreed Payment Term; and/or
4.7.2 suspend access to the Portal in the event that the Customer fails, or in Glow’s reasonable opinion it appears that the Customer is likely to fail, to make payment when due under this Agreement or any other agreement with Glow, until such time as payment is received.
4.8 The Customer will be liable for fees charged by collection agencies for overdue invoices.
5. Intellectual property rights
5.1 “Intellectual Property Rights” means any copyright, invention, database right, trade mark, patent, design right and any other industrial, commercial or intellectual property right existing in any jurisdiction, whether registered or not, and all applications and rights to apply for registration of any such rights.
5.2 As between the parties, any intellectual property rights existing at the date of each Order vest in the party owning those Intellectual Property Rights.
5.3 Glow owns the Intellectual Property Rights for all features, functionality, and tools included in and relating to the Glow Platform.
5.5 Research-related design documents and reporting outputs that are produced for the Customer as part of the DRS Service Order belong to the Customer.
5.6 All pre-existing design documents, design templates, proprietary methodologies, reporting templates, processes, and other materials belong to Glow, whether used to aid the delivery of the Service Order or otherwise.
6. Confidential information
6.1 “Confidential Information” means the information (tangible or intangible) exchanged between the parties, which is (i) marked “confidential” or “proprietary” at the time of disclosure by the disclosing party; or (ii) by its nature or content or the circumstances surrounding disclosure is reasonably distinguishable as confidential or proprietary by the receiving party. Confidential Information includes, without limitation, information regarding the disclosing party’s technology, designs, techniques, research, know-how, trade secrets, specifications, product plans, pricing, customer information, user data, current or future strategic information, current or future business plans, policies or practises, employee information, and other confidential or proprietary business and technical information.
6.2 Subject to clause 5.2, each of Glow and the Customer will keep confidential and will not disclose to any third party (other than its legal and financial advisors) any Confidential Information relating to the business and/or operations of the other party that is disclosed by or on behalf of the other party. This obligation will not apply to any information that is trivial, was known to the receiving party before disclosure, is in the public domain other than through breach of this clause or is required to be disclosed by a court, regulator or other competent authority or body.
7. Data protection
7.1 Each party agrees to comply with applicable data protection laws in relation to the SDPs. In the event that a party (as data controller) requires the other party to process its personal data (as data processor) the parties will execute a separate written contract which specifies the nature of the processing due to take place and each party’s responsibilities and obligations.
7.2 Unless otherwise specified in the Order, DRS will not contain personal data and the Customer undertakes that it will not (nor attempt), alone or using a third party, to re-identify any individuals or otherwise create personal data using those materials (whether in combination with other data or otherwise).
8. Exclusions and limitations of liability
8.1 Nothing in this Agreement will operate to exclude or limit either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation; or either party’s liability under any indemnity it gives under this Agreement; or any other liability that cannot be limited or excluded by law.
8.2 Neither party shall be liable for any loss of: data; reputation; goodwill or opportunity; loss of or failure to realise expected profit, revenue, savings or any other form of pure economic loss, whether any such loss is direct or indirect; or form of indirect, special, incidental, punitive or consequential loss or damages and, in each case, however arising.
8.3 Glow’s maximum aggregate liability to the Customer for all claims (whether arising in contract, tort, breach of statutory duty or otherwise) under a Service Order or in relation to any DRS, whether in respect of a single event, series of connected events or of unconnected events, shall not exceed an amount equal to one hundred per cent (100%) of the total amount of the fees paid by the Customer under the relevant Order in the year in which the claim is made.
8.4 Glow does not assure any particular substantive results of its research in advance and makes no warranty, express or implied, as to the DRS or the results provided, or the suitability of the DRS for the Customer’s purposes.
8.5 Glow accepts no liability for any loss suffered by the Customer or by any third party (including but not limited to any client or customer of the Customer) as a direct or indirect result of its use of any of data or of making any business decision, or refraining from making any such decision, based wholly or partly on the data, expression of opinion, statement or other information provided to the Customer as part of the DRS or arising from the interpretation by the Customer or any third party of reports or of other data from Glow, and the Customer shall indemnify Glow accordingly.
8.6 The Customer shall also indemnify Glow and its officers, directors, employees, contractors (“Glow Team”) against any loss, damage or other liability (including costs and expenses) suffered as a result of any claim or proceedings arising in connection with the use by, or on behalf of the Customer, of Glow Content for the purposes of: (i) market performance claims; (ii) investment offerings; (iii) all litigation, including all costs connected with Glow serving as an expert witness, where legally required by operation of law.
8.6 All warranties, guarantees, conditions or representations relating to the DRS other than those expressly set out in these Terms (if any) are excluded to the fullest extent permitted by law, whether express, implied, oral or written.
8.7 Unless required by operation of law, the Customer agrees not to call on the Glow Team, or group companies, as a witness in any legal proceedings.
9. Termination and effect of termination
9.1 Without affecting any other right or remedy available to it, Glow may terminate this Agreement with immediate effect by giving written notice to the Customer if:
9.1.1 the Customer fails to pay any sum due under this Agreement when it falls due;
9.1.2 in Glow’s reasonable opinion, association with the Customer is likely to bring Glow into disrepute; or
9.1.3 the Customer is acquired by, or itself acquires, a competitor or competing business, of Glow
9.2 Subject to clause 11.1, either party may terminate this Agreement immediately by giving written notice to the other party if the other party:
9.2.1 commits any material breach of any of this Agreement which cannot be remedied or commits any material breach of this Agreement which can be remedied and fails to remedy that breach within thirty (30) days after notice from the other party giving full particulars of the breach and requiring it to be remedied; or
9.2.2 enters into liquidation, whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation); or
9.2.3 compounds with or makes any arrangements with its creditors or makes a general assignment for the benefit of its creditors, or has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets; or
9.2.4 ceases or threatens to cease to carry on its business, or makes any material change in its business, or if it suffers any analogous process in any jurisdiction.
9.3 The Customer is not entitled to terminate any DRS Service Order for convenience within the Subscription Term stated on the Order.
9.4 The Customer and Authorised Users shall use all reasonable endeavours to delete all stored copies of materials immediately following termination or expiry of this Agreement.
9.5 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement, which existed at or before the date of termination.
10.1 Force majeure: neither party shall be in breach nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement (other than the Customer’s obligation to pay fees due) if such delay or failure results from events, circumstances or causes beyond its reasonable control.
10.2 Publicity: Glow and the Customer shall mutually agree the form and content for any relevant press announcement(s) or statement(s) in connection with this Agreement.
10.3 Assignment: the rights and obligations of the Customer may not be transferred to any other person, party or entity without Glow’s prior written consent.
10.4 Glow may at any time assign, subcontract, delegate, otherwise transfer, or deal in any other manner with any or all of its rights and obligations under this Agreement.
10.5 No third party rights: no third party may enforce any provisions of this Agreement.
10.6 Local laws: each party shall comply with locally applicable laws and any requests from legal authorities in relation to this Agreement or any Order. The terms of this Agreement shall apply to the maximum extent permitted by local laws. The invalidity or unenforceability of any part of this Agreement does not entail the invalidity of the entire agreement.
10.7 Authorised signatory: the Customer confirms that the person signing the Order is authorised to sign and bind the Customer.
10.8 Survival: the rights and obligations of the parties under sections titled Confidential Information, Termination and effect of termination, Intellectual Property Rights, Data Protection, Fees and payment, Publication approval service, General and Governing Law and jurisdiction shall survive the expiration or termination of this Agreement.
10.9 Relationship of the parties: The relationship of parties established by this Agreement shall be that of independent contractors and nothing contained in this Agreement shall be construed to constitute the parties as principal and agent, employer and employee, franchisor and franchisee, partners, co-owners or otherwise as participants in a joint venture or common undertaking.
10.10 Non-reliance: The Customer acknowledges that it is not entering into this Agreement in reliance on any statements, representations or promises not expressly included within this Agreement.
10.11 Notices: Notices or any other communications required or permitted under this Agreement shall be given in writing, in English, and delivered by
(i) hand in person to the registered address of a party, or
(ii) e-mail followed by a registered mail (return receipt requested) or international reputable courier delivery addressed to the relevant party and shall then be deemed to have been duly received by the recipient.
11. Governing law and jurisdiction
The governing law and jurisdiction: the governing law and venue for resolution of any dispute arising under this Agreement will be as follows:
|CUSTOMER CONTRACTING ENTITY-
|APPLICABLE GOVERNING LAW
|New Zealand||Victoria, Australia|
|Hong Kong||Hong Kong S.A.R|
|Any other country||Victoria, Australia|
|EUROPE, MIDDLE EAST & AFRICA|
|United Kingdom||England and Wales|
|Any other country||England and Wales|
|United States of America||Victoria, Australia|
|Any other country||Victoria, Australia|