CONSIDERATIONS AND TERMS OF BUSINESS
In addition to any terms in the Master Services Agreement, Client and Survey Healthcare Global (SHG), dba Konovo, agree as follows:
1. Confidentiality
1.1 Confidential Information. The term “Confidential Information” means any information in written or tangible form, marked by the party as confidential or the equivalent designation, or any orally disclosed information if a writing in received which expressly designates the information as “Confidential” or the equivalent within 20 days of disclosure. Whether or not so designated, each party shall treat information regarding the manner in which the other party does business, the identity of its employees, the learned identify of any panel members, and all other information about the business of the party learned by the other as a result of the performance of this Agreement as Confidential Information.
1.2 Obligation of Confidentiality KONOVO and Client shall not copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose Confidential Information of the other to any third party, or use such Confidential Information for any purposes not specifically permitted hereunder, without the express prior written permission of the owner of the Confidential Information. Without limiting the generality of the foregoing, KONOVO and Client shall advise their employees, agents and assigns of the obligations under this Agreement, and shall assure the confidentiality of all Confidential Information.
1.3 Non-Confidential Information. Confidentiality obligations shall not extend to any information that: (i) was previously known to the receiving party; (ii) is received from third persons without restrictions on use; (iii) was disclosed to third persons by the owner of the Confidential Information without restrictions on use and disclosure; (iv) becomes publicly available without breach of this Agreement by the receiving party; or (iv) is approved for release by written authorization of the owner of such Confidential Information.
1.4 Injunctive Relief. Each party acknowledges that the other will be irreparably harmed by the unauthorized disclosure or use of Confidential Information, and that the owner of the Confidential Information would not have an adequate remedy at law in the event of the violation by the other party of its obligations. Therefore, each party agrees and consents that the owner of the Confidential Information shall be entitled to an injunction or other appropriate decree of specific performance for any violation, breach of unauthorized disclosure of Confidential Information.
2. Limitation of Liability
2.1 Client acknowledges that the services in the Work Statement may consist of interviewing survey respondents. KONOVO does not guarantee the accuracy of responses. The survey responses received by Client is the sole property of Client, and its use is the sole prerogative of Client.
2.2 Each party hereby releases the other from any claim for any indirect, incidental, special, punitive or consequential damages (including, without limitation, loss of profits, business, or revenues, or any costs of replacement services) resulting from the performance or failure to perform under this agreement. Any liability of KONOVO shall be limited to the fees paid under this Agreement.
Project Related terms:
3. Project schedule
Project schedules assume that fieldwork projected timings assume calendar days where any other task should assume business days (i.e.-programming, translations). Please reference the precise schedule that your sales representative provides for further information about expected timings.
4. Confidentiality and Data Protection
KONOVO will be responsible for sending all correspondence to the respondents, including any link or individual URL password. KONOVO cannot pass respondent details to any third party, including the client. Respondents should not be requested to answer any personal information or to join any panel, list, or any other database for any purpose. A complete interview is an interview where the respondent has answered all questions up to, but not necessarily including, demographic questions. If KONOVO is asked to disclose Personally Identifiable information and/or precise details in regards to honoraria paid per respondent for compliance with the Sunshine Act, KONOVO must be alerted to this requirement prior to launching the study. If KONOVO is not alerted prior to launch in regards to this requirement KONOVO cannot guarantee delivery of all requested information.
5. Project cancellation, rescheduling, or specification charge
Once a project is commissioned, if postponed, cancelled or specifications change, KONOVO will charge for all costs incurred. Cancellation post project management setup will result in a minimum $500 fee. Client will only be billed for actual survey completes achieved.
Qual Rescheduling and cancellation fees for US, UK, EU4:
Standard rescheduling fee – $40/ £35/ €35
Honorarium:
If rescheduling within 24 hours – full honorarium will be charged.
If rescheduling within 24-48 – 50% of honorarium will be charged.
If rescheduling within 48+ hours – no honorarium will be charged.
If the booked respondent was asked to be rescheduled – and we have lost the respondent due to requested rescheduling (they are not available for the study at other times), we will need to charge full CPI (recruitment + hono).
Qual Cancellation charge (with no intention of rescheduling):
Within 24 hours of the interview: Full recruit fee & honorarium
24-48 hours in advance: Full recruit fee, 50% honorarium
48+ hours in advance: Full recruit fee, no honorarium.
Qual Rescheduling and cancellation fees for other countries: assessed on case-by-case basis, directly dependent on the recruiter / partners fees and Ts&Cs
English Sim translation:
Live sim translation cancellation costs are passed through to client.
Removal of Completes Policy:
If customer identifies any completions for removal for reasons related to data quality and integrity, KONOVO requires detailed explanation for the removals and must be granted access to review the full data set. In case of any removals; KONOVO requests to be informed in real time (i.e., within one business day) throughout fieldwork. Failure to provide feedback in a timely manner may lead to charges regardless of the validity of the explanation.
Please note that for any removals exceeding 3% of the total completes, KONOVO will charge the full cost per interview.
6. Questionnaire Versions
Programming should begin upon receipt of FINAL questionnaire. Standard programming is based on assumed number of questions noted in bid, and includes 2 rounds of changes, equating to a max of 20% changes/updates in testing phase.
Beyond this, charges that will apply:
Question Added = $50.00 per question
Logic Change = $75.00 per question
Text Change = $25.00 per question
Question Removal = No charge
Konovo Error = No charge
7. Screen-outs/Short questionnaires (if applicable: only applied to screeners longer than 10 questions/5 min and if agreed in writing with client):
Subject to sight of questionnaire and final requirements and will be ball-parked between $10 and $15 per screen out. We follow all industry codes/best practices in regards to screening. In particular screening questions must only be used to qualify potential MR subjects for participation in the research, they MUST NOT be used to collect additional data. We recommend that all interviews end when the respond fails qualification.
8. Pre-tests
Objective of pre-tests is to test the questionnaire and program before launch. Components of the pre-test will include management and setup, pilot interviews, pilot incentives, callback respondent for debriefing.
9. Translations
Final costs will be based on final word count.
10. Exchange Rates
Included costs assume current day currency exchange rates. Rate and project pricing will be updated at time of commissioning. If, during the execution of the project, currency Exchange rates change materially, such changes shall be equally supported by both parties.
11. Incentive Costs
These are inclusive of administrative costs and bank charges. KONOVO reserves the right to award honoraria for the projects it supports according to the sole discretion of the KONOVO honoraria / reward program. The honoraria noted in our proposal should be considered an average amount awarded given synergies generated within the KONOVO community member chosen KONOVO honoraria/ reward program. Any client based restriction, regardless of origin, to not allow KONOVO full discretion to utilize the KONOVO honoraria / reward program will lead to additional costs, field timings and/ or a decrease in project feasibility. KONOVO will determine the amount, format, and method of payment of all honorarium within our sole discretion.
12. Invoicing and payment terms and conditions
Unless otherwise agreed, all projects with honoraria will be invoiced for the full honoraria upon commission, and honoraria due within 7 days of invoice date. Late payment could result in a delayed start of the work commissioned. Final invoice must be paid within 60 days of final invoice date. Proposal offered in US Dollars, payments are made in US Dollars, and exclude any applicable taxes.
If any Value Added Tax (VAT) is required in respect of any payment under the applicable law, Client shall pay VAT at the applicable rate in respect of any such payment following the receipt of a valid VAT invoice issued by Apollo.
13. Limitations and Liabilities
Any liability of the Vendor shall be limited to the actual amount of fees paid by the Client under this Agreement
KONOVO shall carry out the Services in accordance with the Standard Code of Conduct adopted by ESOMAR, MRA, CASRO and AAPOR. Such codes are deemed to be incorporated within these terms.
Unless otherwise requested, KONOVO shall destroy all project materials one year after the completion of fieldwork. If requested, KONOVO will maintain all project materials beyond one year for a fee.
Any project bid as Best Efforts may require additional charges should Project Management time exceed 10 hours.
Any project bid as Programming Only may require additional charges should ongoing support become required, after programming is completed and the study launches into fielding. Programming only jobs will be subject to a fee of $1 per complete in hosting.
