Client Terms and Conditions

These are the terms and conditions that apply when you engage incling Ltd, including the additional software use and access terms in Annex 1. They form part of every Statement of Work we agree with you. If anything in a Statement of Work is inconsistent with these terms, the Statement of Work applies. These terms are intended for business clients only.

1. Definitions

"Agreement" means these Terms and Conditions (including any Annex), the SOW and any document varying or amending the same in accordance with these Terms and Conditions.

"Applicable Data Protection Laws" means all laws relating to the processing of personal data that apply to either party in connection with this Agreement, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 ("PECR"), in each case as amended from time to time (including by the Data (Use and Access) Act 2025), together with the EU GDPR where it applies to the processing, and any guidance or codes of practice issued by the Information Commission (or any successor body).

"Controller", "Processor", "Data Subject", "Personal Data", "Personal Data Breach" and "Processing" have the meanings given to them in the UK GDPR (and "personal data" and "process" shall be construed accordingly).

"End Users" means the market research participants who access and use a Community, as described in Annex 1.

"ESOMAR Standards" means the ICC/ESOMAR International Code on Market, Opinion and Social Research and Data Analytics and associated ESOMAR guidelines, each as updated from time to time (esomar.org).

"EU GDPR" means Regulation (EU) 2016/679 (General Data Protection Regulation).

"IP" means all copyrights (including copyright in software), unregistered and registered design rights, publication rights, database rights, inventions and discoveries (whether patentable or not), patents, rights in confidential information (including, without limitation, know-how and trade secrets) and any and all other intellectual property rights and sui generis rights and other similar rights (whether now subsisting or in the future created), in any part of the world.

"MRS Code of Conduct" means the Market Research Society Code of Conduct, as updated from time to time (mrs.org.uk).

"SaaS Annex" means the terms applying to you when incling provides the research community to you on a software-as-a-service basis, as more particularly described in Annex 1.

"Services" means the services to be provided by incling to you as described in the SOW.

"Site" means incling's website where the research community shall be provided (as part of the Services set out in the SOW).

"Site Data" means the information which is entered into the research community on the Site and which is generated by the actions of End Users when participating in such research community.

"SOW" means the statement of work document containing the agreed Services to be provided by incling to you and the total costs for such Services.

"UK GDPR" has the meaning given to it in section 3(10) of the Data Protection Act 2018.

2. incling's service commitment and industry standards

Subject to you paying the fees set out in clause 7, incling Ltd, a company registered in England and Wales with company number 08539529 and registered office at 4th Floor, 86-90 Paul Street, London, EC2A 4NE, United Kingdom ("incling", "we", "us"), agrees to provide the person or legal entity named as the client in the SOW ("you") with the Services, as described in the SOW and in accordance with these Terms and Conditions (and, if applicable, any Annexes). We will provide the Services with reasonable care and skill and on dates and at times agreed with you in the SOW. Any timings specified in the SOW are estimates only and, in particular, are dependent on your compliance with your obligations under this Agreement. We will, however, inform you as soon as reasonably possible if we have reason to believe the Services will not be completed within any timetable set out in the SOW.

incling shall abide by the MRS Code of Conduct for research carried out in the UK and by ESOMAR Standards or such similar or equivalent code of conduct for research carried out elsewhere in respect of preservation of documents compiled as a result of the supply of the Services. incling and its contractors shall comply with all applicable laws and regulations in performing the Services including, without limitation, Applicable Data Protection Laws.

3. Term

These Terms and Conditions come into force on the earlier of the date on which both parties sign the SOW and the date on which we start providing the Services to you. Unless terminated earlier in accordance with these Terms and Conditions, they continue until the last SOW entered into under these Terms and Conditions expires or is otherwise terminated (the "Term").

4. Warranty

We warrant that:

1. we are the sole legal and beneficial owner of, or are otherwise the authorised licensee of, the IP arising out of or in respect of the Site ("Site IP");
2. we are unaware of any infringement or likely infringement of any of the Site IP;
3. so far as we are aware, there are, and have been, no claims, challenges, disputes or proceedings, pending or threatened, in relation to the ownership, validity or use of the Site and/or any of the Site IP; and
4. so far as we are aware, your use of the Site will not infringe the rights of any third party.

You warrant that:

1. you have the authority to enter into this Agreement;
2. you are authorised to provide any and all details that you provide to us, including any personal data, for the purposes of performing the Services, and you have a valid lawful basis, and have provided all privacy information required by Applicable Data Protection Laws, for us to process such personal data to perform the Services;
3. you will use the Site Data in accordance with Applicable Data Protection Laws and any direct marketing legislation (including PECR); and
4. any and all of Your Materials (as defined in clause 5) provided to us under this Agreement do not and, as far as you are aware, will not infringe the IP of any third party.

You shall indemnify us for all losses arising directly or indirectly out of a breach of the warranties at (2) to (4) above.

5. Usage of material and IP

Should you provide any materials to us under this Agreement, including customer data, information, documents, reports, product lists, business plans or other materials ("Your Materials"), you agree that we shall have the non-exclusive, royalty-free, sub-licensable, worldwide right for the Term to use Your Materials (and all underlying IP) for the purposes of fulfilling our obligations under this Agreement, including performing the Services.

All information, processes, know-how, reports, data of the Services or other materials provided by us to you (regardless of the form or medium in which they are disclosed or stored), or otherwise created or generated by us for you under this Agreement ("Customer Materials"), shall be owned by you. We hereby assign to you absolutely, without the need for further documentation or formality (and in any event we agree to do all such acts and sign such documents as are necessary to perfect any assignment), all right, title and interest (including all IP) in such Customer Materials. Certain components of the Customer Materials may be licensed from third parties and are not our property, for example from subcontractors or other third parties engaged by us in connection with this Agreement ("Third Party IP"). Third Party IP is only assigned by us to you to the extent possible under the terms of our agreement with that third party. Where assignment is not possible, we will use reasonable endeavours to procure such licences for you as are required for your continued use of such Third Party IP.

You grant us a non-exclusive, non-transferable, royalty-free licence to use the Customer Materials for the Term. For this purpose, "use" means to install, download, print and review copies of any online materials, reports or other documentation generated on the Site, solely in connection with our administration and monitoring of the results of any Services provided under this Agreement.

Notwithstanding the above, any IP in information, techniques, processes, know-how, software, website pages, reports, data or other materials (regardless of the form or medium in which they are disclosed or stored) that is provided by one party to the other, created independently of this Agreement, owned by or licensed to either party and pre-existing at the date of this Agreement, including the ideas, techniques, processes, technologies, code, methodologies, algorithms and know-how that we develop and use to create the Customer Materials, and in particular the Site IP (other than the Customer Materials and Your Materials), shall remain vested in the party introducing it.

With your prior written consent, we may use your company name and logo in any public announcement or publicity statement concerning this Agreement. Save as expressly stated in this Agreement, no licence of any IP owned by you is granted to us.

You shall own all Site Data. To the extent that any Site Data is owned by or vests in incling, incling hereby assigns, by way of present and future assignment, its right, title and interest in and to such Site Data to you. You agree that we shall have the non-exclusive, royalty-free, sub-licensable, worldwide right for the Term to use the Site Data for the purposes of fulfilling our obligations under this Agreement, including performing the Services.

To the extent that any Site Data is held or processed by incling, incling shall supply such Site Data to you as you request from time to time in the format you specify, subject to you providing evidence to incling's reasonable satisfaction that you have appropriate technical and security measures in place to protect such Site Data from corruption or loss, and that you have met all of your obligations in relation to handling Site Data, including under Applicable Data Protection Laws and any direct marketing legislation.

6. Liability

Except as expressly set out in this Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.

Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by applicable law.

Subject to the paragraph above and excluding any indemnities given under this Agreement, neither party shall be liable to the other for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage arising out of or in connection with this Agreement.

Subject to the second paragraph of this clause 6, incling's total liability to you in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising by reason of or in connection with this Agreement, shall be limited to the amount of the costs paid by you to incling in the 6 months before the event giving rise to the liability.

7. Costs

In consideration of the Services, you shall pay incling the costs set out in the SOW as follows:

• Where the total value of the Services is £10,000 or more: 50% of the total costs on signature of the SOW, and the remaining 50% on completion of the applicable Services.
• Where the total value of the Services is less than £10,000: 100% of the total costs on completion of the applicable Services.

You shall pay the total fees and any other sums due in accordance with the SOW within 30 days of the date of a valid invoice from us, unless otherwise expressly agreed in the SOW. Unless explicitly stated in this Agreement, you will not be liable for any cost other than the fees set out in the SOW.

Points to note:

• All costs exclude VAT.
• Costs are based on the scope set out in the SOW. incling may propose revisions to these costs if the scope changes; any revised costs will apply only once agreed with you in writing in accordance with clause 10 (Variation).
• Reasonable out-of-pocket expenses (for example, travel beyond our respective UK offices and materials not specified in the SOW) will be charged on an ongoing basis at cost, as evidenced by valid receipts.
• Management fees include costs for site hosting, monitoring, maintenance and upgrades. incling is not responsible for any disruption caused by platform downtime unless caused by incling.

If you fail to make any payment due under this Agreement by the due date, incling may suspend the Services until payment is made in full and/or claim statutory interest, fixed-sum compensation and reasonable debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 (statutory interest is currently 8% a year above the Bank of England base rate). Interest accrues daily from the due date until actual payment, whether before or after judgment, and you shall pay it together with the overdue amount.

8. Confidentiality

Each party undertakes to keep confidential, during the Term and for five years after termination or expiry of this Agreement, all non-public information and know-how of the other party disclosed or acquired in connection with this Agreement which is designated as proprietary or confidential or which, by the nature of the circumstances of disclosure, ought in good faith to be treated as proprietary or confidential.

This clause does not prevent a party from disclosing confidential information: (a) to its employees, officers, professional advisers, subcontractors and sub-processors who need to know it for the purposes of this Agreement and who are bound by confidentiality obligations no less protective than this clause; or (b) where required by law, by a court of competent jurisdiction or by any governmental or regulatory authority (including the Information Commission), provided that, where lawful, it gives the other party as much notice of the disclosure as possible.

9. Termination

Either party may terminate this Agreement by written notice to the other if the other party: (i) commits a material breach of this Agreement and, if the breach is remediable, fails to remedy it within fourteen (14) days of receiving written notice specifying the breach and requiring its remedy; (ii) ceases to trade; or (iii) becomes insolvent. Any right to terminate under (ii) or (iii) is subject to any restriction imposed by applicable insolvency law (including section 233B of the Insolvency Act 1986).

On termination of this Agreement:

1. all rights and obligations of both parties shall cease, except for the confidentiality, warranty, limitation of liability and data protection provisions and any other provisions intended to survive termination;
2. each party shall return or destroy all confidential information of the other party in its possession, and incling shall promptly deliver to you Your Materials (except where the law does not permit this, in which case a party may retain only such copies as the law permits) and a copy of the Site Data in a format agreed with you, after which incling shall delete or return any personal data processed on your behalf in accordance with clause 14 (Data Protection); and
3. you shall immediately pay all of incling's outstanding unpaid invoices and interest. For Services supplied but not yet invoiced, incling may submit an invoice, which is payable immediately on receipt. Except where termination is due to incling's breach or insolvency, you shall also pay incling the direct costs necessary to achieve the orderly close of the Services, provided those costs are documented and approved by you in advance.

10. Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11. Assignment and subcontracting

Neither party may assign or subcontract the benefit of this Agreement to any third party without the prior written consent of the other, which shall not be unreasonably withheld. Nothing in this clause prevents incling from engaging sub-processors in accordance with clause 14 (Data Protection), and incling shall remain responsible for the acts and omissions of its subcontractors.

12. Force majeure

Neither party shall be in breach of this Agreement, or liable for delay in performing or failure to perform any of its obligations, if the delay or failure results from events, circumstances or causes beyond its reasonable control.

In such circumstances the affected party is entitled to a reasonable extension of the time for performing its obligations. If the delay or non-performance continues for sixty (60) business days, the party not affected may terminate this Agreement by giving five (5) business days' written notice to the affected party.

13. Entire agreement

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that in entering into this Agreement it has not relied on any representation or warranty not expressly set out in this Agreement, and that it shall have no remedies in respect of any such representation or warranty (whether made innocently or negligently). Nothing in this clause limits or excludes any liability for fraud.

14. Data protection

In respect of any personal data relating to End Users or other individuals contained in the Site Data or Your Materials and processed by incling in providing the Services, you are the Controller and incling is the Processor. Each party shall comply with its obligations under Applicable Data Protection Laws. The subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data and the categories of Data Subject are as set out in the SOW or, if not set out there, are those reasonably necessary for incling to provide the Services.

Where incling processes personal data on your behalf under this Agreement, incling shall:

1. process that personal data only on your documented instructions (which include this Agreement and the SOW), unless required to do so by domestic law, in which case incling shall inform you of that legal requirement before processing unless that law prohibits it; and immediately inform you if, in its opinion, an instruction infringes Applicable Data Protection Laws;
2. ensure that all persons authorised to process the personal data are subject to appropriate obligations of confidentiality;
3. implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, as required by Article 32 of the UK GDPR;
4. not engage another processor (a "sub-processor") without your prior specific or general written authorisation. Where general authorisation is given, incling shall inform you of any intended addition or replacement of a sub-processor and give you a reasonable opportunity to object. incling shall impose on each sub-processor, by written contract, data protection obligations equivalent to those in this clause and shall remain liable to you for the performance of each sub-processor's obligations;
5. taking into account the nature of the processing and the information available to it, assist you by appropriate technical and organisational measures in responding to requests from Data Subjects to exercise their rights and in handling complaints from Data Subjects, and in meeting your obligations relating to security, Personal Data Breach notification, data protection impact assessments and consultation with the Information Commission (or any successor body);
6. notify you without undue delay, and in any event within 48 hours, after becoming aware of a Personal Data Breach affecting such personal data, and provide such information as you reasonably require to meet your own obligations;
7. not transfer such personal data outside the United Kingdom unless the transfer complies with Chapter V of the UK GDPR (for example, a transfer to a country covered by UK adequacy regulations, or one made under the UK International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses);
8. at your choice, delete or return all such personal data to you at the end of the provision of the Services, and delete existing copies unless domestic law requires their retention; and
9. make available to you all information necessary to demonstrate compliance with this clause, and allow for and contribute to audits, including inspections, conducted by you or an auditor mandated by you, on reasonable prior notice and no more than once in any 12-month period (save following a Personal Data Breach or where required by a regulator).

You shall ensure that you have a valid lawful basis and have given all necessary privacy information (and, where required, obtained all necessary consents, including under PECR) to enable the lawful transfer of personal data to incling and its processing for the duration and purposes of this Agreement. You shall have in place a procedure that enables Data Subjects to make complaints about the processing of their personal data, as required by Applicable Data Protection Laws, and incling shall promptly pass to you any such complaint it receives.

15. Anti-bribery, modern slavery and fraud prevention

Each party shall comply with all applicable laws relating to anti-bribery and anti-corruption, including the Bribery Act 2010, and with the Modern Slavery Act 2015, and shall take reasonable steps to ensure that slavery and human trafficking are not taking place in its business or supply chains.

Each party shall maintain reasonable procedures designed to prevent: (a) fraud being committed by persons associated with it, having regard to the Economic Crime and Corporate Transparency Act 2023 and any guidance issued under it; and (b) the facilitation of tax evasion, contrary to the Criminal Finances Act 2017.

16. General

Third party rights: A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

Notices: Any notice given under this Agreement shall be in writing and delivered by hand, by pre-paid first-class post or by email to the relevant party's contact details set out in the SOW (or such other details as that party notifies in writing). A notice sent by email is deemed received at the time of transmission or, if sent outside 9.00am to 5.00pm on a business day, at 9.00am on the next business day.

Severance: If any provision of this Agreement is found to be invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable or, if that is not possible, deleted, and the validity and enforceability of the remaining provisions shall not be affected.

Counterparts and electronic signature: This Agreement may be executed in any number of counterparts and may be signed electronically. Each counterpart, when executed, is an original, and all of them together constitute one agreement.

17. Governing law and jurisdiction

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and interpreted in accordance with the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales in respect of all such disputes or claims.

Annex 1: Additional software use and access terms

1. Introduction

These terms relate to your access to and use of the Site, specifically one or more of our online research communities (each a "Community") available via the Site, and all materials, content and other information ("Content") provided via such Community (the "Service").

Our Service gives you access to the Content so that you can obtain feedback from End Users, subject to each End User being required to read and agree to the Community Terms and associated Privacy and Cookies Policy before being entitled to access and use the Community and associated Content.

Use of the Service on a software-as-a-service basis is subject to the terms in this Annex, which supplement any other terms we agree in writing, including those in the SOW and the Terms and Conditions.

2. Grant of access and licence and service levels

You are granted a non-exclusive and non-transferable right to use the Service, to the extent the Service has been selected and paid for, solely for: (a) your own internal business use; and (b) granting access to the Community and its Content to End Users to assist you in carrying out your research activities.

Unless otherwise agreed in writing, this right of access and licence starts on the Project Start Date and continues until the Likely Finish Date, each as stated in the SOW, subject to earlier termination in accordance with clause 9 of the Terms and Conditions.

You shall ensure that all End Users are required to read and agree to the Community Terms and associated Privacy and Cookies Policy, and shall indemnify us for all losses arising directly or indirectly out of a breach of this provision. You are responsible for all of your employees, agents and contractors who access and use the Service, and shall be liable to incling for any damage or loss incling suffers as a result of their breach of these terms.

In relation to the Community and Content you shall not:

1. license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available in any way to any third party the Community or the Content, other than to End Users who have agreed to the Community Terms and associated Privacy and Cookies Policy;
2. deploy within our Community or Content any spider, robot, web crawler or other automated query program;
3. re-use and/or aggregate any content or material available via the Community, including the Content, in the provision of a commercial service;
4. introduce data or content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
5. use the Community or Content in any way that incling reasonably considers constitutes or encourages conduct that would be a criminal offence, give rise to civil liability, or otherwise be contrary to the law of, or infringe the rights of any third party in, any country in the world;
6. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form the Community or Content, except as allowed by applicable law; or
7. attempt to obtain, or assist others in obtaining, access to or content from the Community or Content, other than as provided under these terms.

If you discover that the Content and/or the Community is being accessed or used by third parties who are not End Users, you agree to inform us immediately. We may audit your use of the Service no more than once every 6 months, at our expense, on reasonable prior notice and in a way that does not substantially interfere with the normal conduct of your business.

The Service is provided online via the Site or associated Community website. We shall use reasonable endeavours to ensure that the Service is available at all times and operates to an appropriate standard, but continuous access cannot be guaranteed. We shall use reasonable endeavours to carry out maintenance and upgrades at times that minimise disruption to you. We may modify the features, availability, operation and/or look and feel of the Community and Content at any time, and we have the right (but not the obligation) to refuse, delete or move any Content available via the Service.

The Service will be provided using all reasonable care and skill but, other than as expressly stated in these terms, time shall not be of the essence in relation to Service availability.

You acknowledge that complete freedom from errors is impossible to achieve with computer software and the operation of the Service. If you become aware that the Service, including the Community or the Content, contains any error or is incomplete, you shall promptly notify us.

3. Your further obligations

You are responsible for complying with all applicable laws and regulations in connection with your use of the Service, including those relating to data protection (including Applicable Data Protection Laws), international communications and the transmission of technical or personal data.

You shall: (a) notify us immediately of any known or suspected breach of security; and (b) report to us immediately, and use reasonable efforts to stop, any known or suspected copying or distribution of Content.

4. Intellectual property

Other than the right to access and use the Service as licensed to you, and the rights granted to you in respect of Customer Materials under the Terms and Conditions, you acquire no right, title or interest in the Community and/or Content and have no right to any IP in them.

INCLING and all other names, logos, icons and marks identifying incling and its products and services are trade marks of incling and may not be used without incling's prior written approval.

5. Termination

On termination of these terms in accordance with clause 9 of the Terms and Conditions, your rights to access and use the Community and Content and to receive the Service shall cease (subject to any written agreement between us to extend such access). Rights that have accrued to either of us at the date of termination remain enforceable after termination.

6. Liability

Subject to clause 6 of the Terms and Conditions (which prevails in the event of any conflict), you use the Community and access the Content at your own risk. You must evaluate, and bear all risks associated with, the use of the Community and the Content and any reliance on that information. All decisions you make based on information from the Community and/or Content are made at your own risk.

Subject to the express provisions of these terms, we make no representation or warranty as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Service. Neither we nor our licensors represent or warrant that: (a) the use of the Service, including the Community and Content, will be secure, timely, uninterrupted or error-free or will operate in combination with any other hardware, software, system or data; (b) the quality of the Service, including the Community and Content, will meet your requirements or expectations; (c) the Service, or the server(s) that make it available, are free of viruses or other harmful components; (d) any stored data will be accurate or reliable; or (e) any errors or defects will be corrected. The Service, including the Community and Content, is provided to you strictly on an "as is" basis.