1. Definitions
For the purposes of these General Terms and Conditions, the following terms, whether in the singular or plural, shall be understood, when used with a capital letter, to have the meanings set forth below:
“Anomaly(-ies)”: any non-conformity, possibly reproducible, in the context of an IT Deliverable appearing on the Services and independent of misuse or use not in accordance with the contractual documentation, in particular the Proposal;
“Clearglass Insights”: means the company Clearglass Insights Ltd, registered in Companies House under the number 15960987, London, England.
“Customer”: means any natural or legal person who, for the needs of the Customer’s professional activity, wishes to benefit from the Services and knowingly accepts the stipulations of these General Terms and Conditions;
“General Terms and Conditions”: means these general terms and conditions of service including, where applicable, its appendices;
“Contract”: means the indivisible set governing the contractual terms and conditions applicable to the Services and consisting of these General Terms and Conditions, the Proposal(s), as well as any appendices to these documents, as well as any modification that may be made thereto by the Parties;
“Data Processing Agreement”: means the Personal Data Processing Agreement between the Parties and forming an integral part of this Contract;
“Personal Data”: means personal data within the meaning of the Personal Data Regulation;
“Intellectual Property Right”: means all (a) rights related to copyright and related rights, including, but not limited to, economic and moral rights, (b) trade secrets, (c) trademark rights, patent rights, design rights and databases, (d) know-how (e) other intellectual and industrial property rights of all kinds and of any nature;
“Deliverables”: means the results obtained during the performance of the Services, notably including documentary deliverables (documents, study and/or analysis files, marketing methods, implementation, manuals, audit reports, maintenance documentation…) and/or IT deliverables (programs, configured software, interfaces…), and in general any asset subject to Intellectual Property Rights developed by the Service Provider for the benefit of the Customer in connection with the performance of the Services;
“Party(-ies)”: means either individually, Clearglass Insights or the Customer and collectively, Clearglass Insights and the Customer;
“Service(s)”: means any service(s) that Clearglass Insights undertakes to provide to the Customer, as defined in the Proposal or Order provided at Point of Purchase;
“Proposal”: means the summary document (purchase order, quotation, bid response), including by e-mail, describing the Services and the provisions for the determination of the price thereof, and if applicable the schedule;
“Point of Purchase”: means the time of the purchase of the Services made via www.clearglassinsights.com or written acceptance of the proposal and payment of the deposit defined in the proposal.
“Order”: means the summary document as defined in “Proposal” but provided after point of purchase.
“Personal Data Regulation”: means the applicable laws and regulations regarding the protection of personal data and privacy, in particular The Data Protection Act 2018 (hereinafter the “UK GDPR”) as well as national laws, deliberations and recommendations or any other control or supervisory authority competent under the General Terms and Conditions or of any of the Parties.
“Specifications”: means the detailed functional and technical specifications, as well as any other performance and design specifications relating to the IT Deliverables, established and validated by Clearglass Insights.
2. Subject
These General Terms and Conditions are intended to define the contractual framework to which the Parties have decided to submit the Services indicated in the Proposal signed or accepted by the Customer.
In case of contradiction between two documents of different rank, the contractual provisions shall prevail in the following order: (i) the Specifications, (ii) these General Terms and Conditions, (iii) the Proposal, and (iv) the Data Processing Agreement.
3. Entry into Force
These General Terms and Conditions shall become effective on the date of the Customer’s purchase of the Services via www.clearglassinsights.com or acceptance of the Proposal or Order and shall be applicable for the term indicated in the Proposal or Order.
4. Schedule
A schedule for the performance of the Services may, as relevant, be agreed upon by the Parties, notably in the Proposal or Order. Turnaround times defined in all schedules commence upon receipt of ALL required data, defined in the Contract, from the Customer. In the event of delay and/or non-performance by the Customer of all or part of its obligations, Clearglass Insights shall in no event be held liable for failure to comply with the said schedule. In addition, these performance delays (notably should the Customer exceed the deadlines for which it is responsible, in particular in the transmission of elements requested by Clearglass Insights) will lead to the automatic extension of the deadlines set for Clearglass Insights to fulfil its obligations.
5. Cooperation between parties
The performance of the Services is based on active and regular collaboration between the Parties.
In this regard, the Parties have agreed to designate a person responsible for the monitoring and implementation of the Contract, who will serve as the other Party’s main contact.
Specifically, each Party undertakes to:
6. Provisions for the performance of the services
6.1 Material resources. Clearglass Insights shall be responsible for the equipment necessary for the production of the Services and shall be responsible for the maintenance thereof.
6.2 Place of performance of the Services. The Parties may agree, depending on the need related to the Services, that the Services migration to Customers environment be physically performed at the Customer’s premises and/or any premises designated by the Customer and/or performed remotely. In the latter case, travel and accommodation expenses (meals, hotels, train or plane, and, if necessary, taxis) incurred by Clearglass Insights and its employees for the purposes of performing the Services will be paid by the Customer.
6.3 Quality of Services. Clearglass Insights undertakes to perform the Services entrusted to it in accordance with the conditions set out in the Contract with all of the diligence and professionalism required for their proper performance and in accordance with industry practices, the laws and regulations in force, without Clearglass Insights being able to provide legal advice.
7. Acceptance
7.1 Acceptance of the Contract. The purpose of acceptance operations is to check the correct fulfilment of the Services and of the Deliverables resulting from them, with respect to the contractual reference compliance. The acceptance will be performed at the Point of Purchase when the Services have been paid for in full.
Any exploitation and/or use, in any form whatsoever, of the Services provided by Clearglass Insights, even if they have not been accepted in the form anticipated in the Contract, shall constitute unconditional acceptance of the said Services by the Customer.
7.2 Acceptance of IT Deliverables. The purpose of the acceptance is to verify (i) the complete delivery of the IT Deliverables as anticipated in the Contract, and (ii) their compliance with the Specifications. The acceptance will be performed by way of a demonstration of the Services after which the Customer will have 3 (three) business days to notify Clearglass Insights, in writing (via consultants@clearglassinsights.com) of any observations to identify Anomalies so that corrections and/or solutions for working around the Anomalies can be agreed between the Parties.
In the absence of a return from the Customer under the terms and conditions set forth above, or in the event of a migration of the Services to the Customer environment, the final corrections and/or the workaround solution for the Anomalies produced by Clearglass Insights shall be deemed to have been validated and accepted by the Customer without reservation.
8. Financial Terms
8.1. The price of the Services as well as the invoicing terms are defined in the Proposal. They do not include taxes, accommodation or travel expenses. Any change in the purpose and scope of the Services will result in a supplemental or amending Proposal.
8.2 Payment of the Services. The payment provisions for the Services vary according to the overall price of the Services in the Proposal:
– Between £0 and £10,000 ex-VAT: 100% payment required at the start of the Services.
– Between £10,001 and £30,000 ex-VAT: 60% invoiced at the start of the Services, then 40% invoiced at the end of the Services with full payment required before migration to Customer environment.
– Above £30,000 ex-VAT: 40% invoiced at the start of the Services, 30% invoiced halfway through their performance; then 30% invoiced at the end of the Services with full payment required before migration to Customer environment.
8.3. Payment deadline. As per the schedule defined above, payments required at the start of the Service are required to be received in full before commencement of the Services. The Customer agrees to pay any invoices issued by Clearglass Insights within thirty (30) days from the date of the invoice, by transfer into the Clearglass bank account.
8.4. Late payment. In accordance with the provisions of Late commercial payments: charging interest and debt recovery: Interest on late commercial payments - GOV.UK (www.gov.uk), any invoices not paid by the due dates specified above shall entail the payment of late payment interest at the rate defined as ‘statutory interest’ within the aforementioned gov.uk website. Any payment due after the due date may incur additional collection costs which will be bore by the Customer.
9. Contract Termination
9.1 Either Party may terminate the Contract by operation of the law, in whole or in part, in the event that the other Party breaches any of its obligations under the Contract, without this being remedied within thirty (30) calendar days after the first presentation of a registered letter with acknowledgement of receipt sent by the injured Party, without prejudice to any damages and interest that the latter may be entitled to claim in this respect;
9.2 The Contract may be terminated by either Party in case of force majeure under the conditions set forth in article 16.
9.3 In case of Contract termination for any reason whatsoever, the Parties undertake to return to each other all Confidential Information of which they may be in possession, to settle the established contractual relationship by paying all sums due under the Contract, on the day of the Contract’s effective termination.
10. Confidentiality
The Parties agree to consider as confidential and to maintain as such, the information provided by either of the Parties as well as that to which they may have had access, directly or indirectly, during the performance of the Contract, regardless of the form and/or medium of such disclosure or knowledge (hereinafter the “Confidential Information”).
The Confidential Information notably includes all technical, financial, economic, commercial, legal and other information concerning the Parties. The Parties agree to handle all exchanged Confidential Information with the same care as their own Confidential Information, to refrain from disclosing it in any form, in any capacity and to any person whatsoever, and to take all necessary measures with their staff and/or participants of any kind, whether permanent or occasional. The Parties undertake, within a period not exceeding 15 (fifteen) days after Contract termination, regardless of the cause thereof, to hand over all documents that may have been provided to them by the other Party in connection with the Contract’s conclusion and/or fulfilment.
It is expressly agreed that the provisions of this section shall remain in effect for a period of 3 (three) years from the Contract termination, regardless of the cause thereof.
The confidentiality obligation does not apply to information that:
– is known to the Parties and of which they are able to prove that they were aware through their own actions or those of a third party other than one of the Parties before the signing date of the Contract,
– is in the public domain or would enter it during the performance of the Contract other than through the actions or omissions of one of the Parties and/or personnel and/or intervener of any kind, permanent or occasional.
11. Personal Data
Each of the Parties remains solely responsible for compliance with its own obligations within the framework of its activity and notably those relating to Personal Data protection.
As such, they undertake to comply with the Personal Data Regulations (including any obligation to inform data subjects) and to have made all notifications and submitted all requests for authorisation to their personal data protection authority required for the processing of Personal Data under their responsibility.
In connection with the performance of the Services, Clearglass Insights could possibly be required to process the Customer’s Personal Data. In this context, the Parties agree to enter into a data processing agreement (“Data Processing Agreement”).
However, the Parties agree that Clearglass Insights may, if necessary, work on a fictitious data set that will be produced by the Customer, excluding any Personal Data.
The Parties guarantee the confidentiality and security of the Personal Data to which they may have access in the context of the Contract (including, for example, the first and last names of managers and employees, professional e-mail addresses, etc.) and ensure that the persons authorised to process such Personal Data have undertaken to respect confidentiality.
Each Party undertakes to immediately inform the other Party of any breach of the protection of the said Personal Data or of any processing that may constitute a violation of UK GDPR.
12. Commercial Reference
The Customer authorises Clearglass Insights to include its name and logo and/or its site on its list of references, as well as to use the Customer case in the promotion of its activities, providing doing such would not breech The Data Protection Act or UK GDPR and the “Data Processing Agreement” where applicable.
13. Liability
The Customer acknowledges and agrees that Clearglass Insights is subject to a general obligation of means.
In particular, Clearglass Insights provides visuals of supplied data, it does not validate the data and does not guarantee that the Customer will achieve the purpose expected from the Deliverables and shall not be held liable in this respect.
Clearglass shall only be liable for direct damage caused – through its fault – to the Customer and for which the Customer must provide proof.
AS AN ESSENTIAL AND DETERMINING CONDITION OF CLEARGLASS INSIGHTS CONSENT, WHATEVER THE CAUSE OF THE LOSS AND ON WHATEVER BASIS, IF CLEARGLASS INSIGHTS’S LIABILITY IS PURSUED BY THE CUSTOMER UNDER THE CONTRACT, THE PARTIES EXPRESSLY AND IRREVOCABLY AGREE THAT THE CUSTOMER’S RIGHT TO COMPENSATION SHALL BE LIMITED, FOR ALL CAUSES, DAMAGES AND LOSSES COMBINED AND FOR THE DURATION INDICATED IN THE PROPOSAL, TO 100% OF THE AMOUNT OF THE SUMS INVOICED AND COLLECTED BY CLEARGLASS INSIGHTS UNDER THE CONTRACT.
AS AN ESSENTIAL AND DETERMINING CONDITION, CLEARGLASS INSIGHTS SHALL NOT BE HELD LIABLE FOR ANY INDIRECT DAMAGES SUFFERED BY THE CUSTOMER, SUCH AS LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF REPUTATION, LOSS OF CAPITALIZATION, INCLUDING STOCK MARKET CAPITALIZATION, INCREASE IN OPERATIONAL OR NON- OPERATIONAL COSTS INCLUDING THIRD-PARTY PROCUREMENT COSTS, OPERATING LOSSES IN THE ACCOUNTING SENSE OF THE TERM, LOSS OF PRODUCTIVITY, CONTRACTS, IMAGE, MARGIN, DATA, FILES, FAILURE TO ACHIEVE SAVINGS OR EXPECTED GAINS.
15. Intellectual Property
15.1 Intellectual Property Rights on pre-existing elements. Clearglass Insights remains the exclusive owner of the programs, methods, software resources, documentation, tools, data, processes and know- how created and/or developed independently and/or during the performance of the Services, whether or not they are subject to specific protection (copyright, patent, trademark, etc.).
15.2 Intellectual Property Rights on the Customer’s elements. Clearglass Insights acknowledges that the Contract does not transfer or confer any Intellectual Property Rights relating to the Customer’s brands, logos, products and services.
Insofar as necessary, the Customer grants a non- exclusive and non-transferable right to Clearglass Insights for the use of its Intellectual Property Rights relating to the Customer’s tools, programs, information, data and databases that the latter makes available to Clearglass Insights for the duration of the Contract and for the purposes and in connection with the performance of the Services.
15.3 Grant of Intellectual Property Rights attached to the Deliverables. Clearglass Insights grants a non-exclusive, personal, non-assignable and non- transferable right to the Customer for the use of the Deliverables, under the following conditions:
This concession applies for the benefit of the Customer as and when the Deliverables are produced by Clearglass Insights for the legal duration of protection of the Intellectual Property Rights.
In the event that Clearglass Insights uses or integrates, in the Deliverables, software components subject to so- called “free” software licences (or “open-source”), and/or any other software of which it is not the author and/or publisher, the rights granted to the Customer on the said software shall be governed by the provisions of their specific licences.
15.4 Guarantees. For the entire duration of the granted rights and for the territory in which the Contract is performed, the Parties provide each other with a guarantee that all of the Intellectual Property Rights granted to one another under the Contract do not constitute an infringement / violation of any third-party Intellectual Property Rights, know-how or business secret. Consequently, each of the Parties undertakes to indemnify the other Party against any disturbance, dispute, claim, recourse, eviction or action for infringement of Intellectual Property Rights, unfair competition or other, brought by a third party and relating to the licensed elements.
Notwithstanding the provisions of the previous paragraph, the Customer acknowledges and agrees that Clearglass Insights can in no way whatsoever nor for any reason whatsoever guarantee the peaceful enjoyment of software components subject to open-source software licences.
The above guarantees are subject to the following express cumulative conditions:
i. the Party wishing to avail itself of this clause has notified the other Party of the third party’s action or claim as soon as possible.
ii. the Party providing the guarantee has been able to defend its own interests and those of the other Party freely and at its own expense, notably with regard to choosing the lawyers in charge of its defence.
iii. that, to do so, the Party seeking to invoke the clause has cooperated faithfully in the said defence by providing, in a timely manner, all elements, information and assistance reasonably necessary for the successful completion of this defence.
In the event that the prohibition of use of all or part of the above-mentioned guaranteed elements is pronounced as a result of any action or settlement, and notwithstanding the right of the injured Party to claim compensation for its loss, notably in the event of loss of use, the other Party shall endeavour, at its own choice and expense:
– firstly, to obtain the right for the injured Party to continue using the rights granted in the context of the performance of the Contract.
– failing that, to modify or replace the infringing elements in such a way as to avoid any infringement risk while ensuring the same specifications in terms of functionality and performance for the injured Party.
The above provisions set forth the only remedies available to the Parties and the limits of the guarantee with respect to remedies relating to third-party Intellectual Property Rights.
16. Force Majeure
Neither Party shall be held liable for failure of or delay in performing its obligations under this Agreement if such failure or delay is the result of an act of God, such as earthquake, hurricane, tornado, flooding, or other natural disaster, or in the case of war, action of foreign enemies, terrorist activities, labour dispute or strike, government sanction, blockage, embargo, or failure of electrical service. The non-performing party must make every reasonable attempt to minimize delay of performance. In the event force majeure continues longer than 120 days, either party may terminate the Agreement, repaying the full amount of the deposit within 10 days of termination notice.
17. Non-Solicitation of Personnel
Each of the Parties waives the right to expressly and directly solicit the recruitment of any employee of the other Party with whom contact has been made during the performance of the Contract. This waiver shall be valid for the duration of the Contract and for twelve (12) months following its expiration or termination. Should one of the Parties fail to comply with this obligation, this Party undertakes to compensate the other Party by paying it compensation equal to twelve (12) months’ gross remuneration for this employee.
18. Lack of Exclusivity
Clearglass Insights does not grant any exclusivity to the Customer and reserves the right to accept programs / missions from any third party, competitor of the Customer or not.
19. Outsourcing
The Customer agrees that Clearglass Insights may use subcontractors to perform all or part of the Services.
20. Miscellaneous
20.1 Contract assignment. Neither Party may assign, transfer or dispose of its rights or obligations under the Contract without the prior written consent of the other Party.
20.2 Partial invalidity. Should any provision of the Contract be declared invalid or unenforceable under any applicable law or statute or by any jurisdiction, it shall be deemed as not having been written, but shall not invalidate the Contract. However, in the event that the nullity or inapplicability of a Contract clause would seriously affect the legal and/or economic balance of the Contract, the Parties agree to meet in order to replace the said clause with a valid clause that is as close as possible to it from both a legal and economic standpoint.
20.3 Permanence of the clauses. The failure of either Party to enforce any provision of the Contract, whether permanently or temporarily, shall not be deemed a waiver of that Party’s rights under such provision.
20.4 Integral nature of the Contract. The Contract constitutes the entire agreement between the Parties with respect to the Services. It supersedes all previous agreements, declarations or discussions, including, where applicable, the Customer’s general terms and conditions of purchase.
20.5 Applicable law. The Contract is governed by UK law.
20.6 Assignment of jurisdiction. Should a dispute arise concerning the validity, interpretation, performance or termination for any reason whatsoever of the Contract, and unless the conditions for summary proceedings or a petition are met, the Parties agree to resolve their dispute amicably or through mediation.
20.7 Updates. Clearglass Insights reserve the right to change these Terms & Conditions at any time. Please review these Terms & Conditions regularaly for alterations. These Terms & Conditions were last updated on 1st October 2024.
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