RocSearch Standard Terms of Business

These are the standard terms of business (“Standard Terms”), which apply to all services rendered by RocSearch Limited (“RocSearch”) for its customers (“Customer”) unless otherwise agreed in writing.

1. Term and Termination:

Where no formal agreement exists between RocSearch and the Customer, the agreement between RocSearch and the Customer (“Agreement”) shall comprise the commercial terms agreed by RocSearch and the Customer in an Order for RocSearch’s services (“Services”) together with these Standard Terms. An “Order” as used herein means each order for Services (whether by email, fax or other communication) placed by the Customer, which has been confirmed by RocSearch as agreed.

  1. The term of the Agreement (“Term”) shall commence upon the date of the first relevant Order (“Commencement Date“) and shall continue until the completion of all of the parties’ obligations under the Agreement, subject to earlier termination as set out herein.
  2. Either party may terminate the Agreement if the other party: (i) commits a material breach of the Agreement and, in the case of a remediable breach only which is not a failure to pay any amount due under the Agreement, fails to remedy it within 30 days of the date of receipt of notice from the other party; or (ii) becomes insolvent or unable to pay its debts (as defined in Section 123 of the Insolvency Act 1986), proposes a voluntary arrangement, has a receiver, administrator or manager appointed over any part of its business or assets; if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction) bankruptcy or dissolution; if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, if it ceases to carry on business or if it claims the benefit of any statutory moratorium.
  3. In the event that RocSearch terminates this pursuant to paragraphs 1.1 (i) or (ii) of these Standard Terms, the Customer shall be liable to pay to RocSearch the full amount of its fees and any Additional Expenses due in relation to the Agreement within ten (10) Business Days of such termination.
  4. Without prejudice to Paragraph 1.3 above and to those rights which have accrued to either party prior to termination or expiry, the parties shall have no further obligations or rights under the Agreement after the end of the Term, save that paragraphs 1 and 4 to 11 of these Standard Terms inclusive, together with those clauses the survival of which is necessary for the interpretation or enforcement of the Agreement, shall continue to have effect after the end of the Term.
2. Amendments:

The Customer may request in writing any amendments to the Orders, which shall be subject to RocSearch’s prior approval.

3. Payment Terms:

The Customer shall pay all sums specified in the Order (“Fee”) for RocSearch’s Services in the currency specified in the Order within 30 days of invoice therefor (unless otherwise expressly stated in the Order). All sums payable under the Agreement are exclusive of value added tax and any other applicable tax, which if applicable shall be paid by the Customer at the then prevailing rate. RocSearch shall have the right to charge interest at the rate of twelve per cent (12%) per annum from the due date until the date of actual payment, whether before or after any judgment, on any sum due from the Customer under the Agreement remaining unpaid as at the due date. The Customer shall be solely responsible for the following additional expenses (“Additional Expenses”) where reasonably and properly incurred in the performance of RocSearch’s services hereunder, which shall be invoiced to the Customer by RocSearch: (i) third party translation service charges for multi-lingual support, subject to pre-approval by the Customer; (ii) telephone charges for extensive primary research needs, subject to pre-approval by the Customer; (iii) charges for purchasing any reports or accessing a premium research database which RocSearch does not already access, subject to pre-approval by the Customer; (iv) charges for purchasing and installing any specific technological or other infrastructural requirements required by the Customer, subject to pre-approval by the Customer; (v) any and all transportation, accommodation and living expenses in relation to any travel outside of Delhi, subject to pre-approval by the Customer; (vi) any IT development work, subject to pre-approval by the Customer; (vii) any reasonable staff meals or taxi charges incurred as and when overtime work is required by the Customer; and (viii) any other charges as are specifically agreed.

4. Warranties:

Each party warrants, represents and undertakes to the other that it has all necessary right, power and authority to enter into the Agreement and to perform its obligations under the Agreement. RocSearch warrants, represents and undertakes to the Customer that (i) it complies and shall continue to comply throughout the Term with all applicable laws and regulations in relation to the Services; and (ii) it shall use reasonable care and skill in carrying out its obligations under the Agreement and shall operate at all times in accordance with best industry practice. The Customer warrants, represents and undertakes to RocSearch that (i) the use of the Customer’s logo (if any) and any and all materials provided by the Customer to RocSearch hereunder shall not infringe the Intellectual Property Rights of any third party; and (ii) during the Term and for a period of twelve (12) months thereafter, it will not, and it will not induce, authorise or encourage any third party to, solicit or entice away from RocSearch or any Group (or endeavour to do the same) any employee.

5. Proprietary Rights:

Subject and conditional upon payment of the entire Fee when due in accordance with the Agreement, RocSearch hereby assigns to the Customer by way of present assignment of present and future rights all Intellectual Property Rights in the reports prepared for the Customer by RocSearch in its performance of its services hereunder. For the avoidance of doubt, all ideas, concepts, know-how, techniques, methodologies, systems, skills, expertise and other general knowledge acquired or used by RocSearch in the performance of its services hereunder are expressly reserved to RocSearch. The Customer grants to RocSearch a non-exclusive royalty-free licence to use the logo of the Customer solely on the deliverables and, unless otherwise stated in the Order, any promotional materials relating to RocSearch’s business. No other rights in the Customer’s logo are hereby granted to RocSearch, all of which are expressly reserved to the Customer.

6. Limitation of Liability:

The aggregate liability of either party hereto in respect of any loss or damage suffered by the other party arising out of the Agreement shall not exceed the amount of the Fee paid by the Customer to RocSearch pursuant to the Order. RocSearch shall not be liable to the Customer for any indirect or consequential loss or damage howsoever caused (including, but not limited to, loss of profits, goodwill, contracts, business or anticipated savings) whether or not such losses were within the contemplation of the other parties at the date of the Agreement, arising from any breach by RocSearch of its warranties or obligations under the Agreement. Nothing in this paragraph shall exclude the liability of either party for death or personal injury resulting from that party’s negligence or fraud.

7. Force Majeure:

If either party is prevented from performance of any of its obligations (save for any payment obligation) under the Agreement as a result of an event of force majeure, that party shall notify the other as soon as practical, and shall have no liability in respect of any non-performance of such obligation. An “event of force majeure” is any cause preventing a party from performing its obligations which is beyond the reasonable control of that party, including, but not limited to, acts of God, war or terrorist activity, civil commotion, industrial disputes and other acts, events, omissions and accidents (provided that lack of funds and mere shortage of materials, equipment or supplies shall not constitute events of force majeure).

8. Assignment:

Neither party shall, without the prior written consent of the other party assign any or all of its rights under the Agreement (or purport to do the same), save for (i) an assignment by any party to a company within its Group; or (ii) an assignment by any party to another entity which acquires all or substantially all of such party’s assets; provided that no such assignment shall relieve the assigning party of its obligations under the Agreement. Any purported assignment in breach of this paragraph shall confer no rights on the purported assignee.

9. Notices:

Any notices required to be given under the provisions of the Agreement shall be in writing and shall be deemed to have been duly served if hand delivered or sent by fax or, within the United Kingdom, by prepaid special or first-class recorded delivery post, or, outside the United Kingdom, by prepaid international recorded airmail, correctly addressed to the Customer at its address specified in the Order; and to RocSearch at RocSearch Limited, 36-40 Rupert Street, First Floor, London W1D 6DW, United Kingdom, facsimile +44 (20) 7439 0110.

10. Definitions and Interpretation:

  1. The following words shall have the following meanings:
    1. “Intellectual Property Rights” shall mean all copyright and other intellectual property rights, howsoever arising and in whatever media, whether or not registered or capable of registration, including any applications for the protection and registration of such rights and all renewals and extensions thereof throughout the world;
    2. “Group” means, in respect of any party, subsidiaries of that party or its ultimate holding company and all subsidiaries of such holding company, as such expressions are defined in Section 736 of the Companies Act 1985.
    3. “Business Day” means any day which is not a Saturday, a Sunday or a bank or public holiday in England.
  2. reference in the Agreement to any statute, statutory provisions, legislation, code or guideline shall be a reference thereto as the same may from time to time be amended, modified, extended, varied, superseded, replaced, substituted or consolidated.
11. General:

  1. The Agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of the Agreement. Each of the parties acknowledges and agrees that in entering into the Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement. Nothing in this paragraph shall operate to limit or exclude any liability for fraud.
  2. No modification or variation to the Agreement shall be valid unless it is in writing (excluding by email) and signed by or on behalf of each of the parties to the Agreement.
  3. In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under the Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that or any other rights, powers, privileges, claims or remedies in any other instance at any time or times subsequently. All the rights and remedies provided by the Agreement are cumulative and unless otherwise specified herein, do not exclude any other rights or remedies available at law.
  4. Nothing in the Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties or to authorise either party to act as agent for the other or to act in the name or on behalf of or otherwise to bind the other in any way.
  5. Except insofar as the Agreement expressly provides that a third party may in its own right enforce a term of hereof, a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of the Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
  6. The validity, construction and performance of the Agreement shall be governed by and construed in accordance with the law of England.
  7. All disputes and claims arising under or in connection with the Agreement shall be resolved by arbitration before a single arbitrator in London, pursuant to the rules of the Chartered Institute of Arbitrators then prevailing. Judgment or any award shall be entered in any court having jurisdiction. The prevailing party shall be awarded actual attorneys fees and costs, including sales tax and VAT, if applicable.