General Terms and Conditions for Ad-Hoc Strategic Analytics & Insights Services

1. Agreement Structure and Service Terms 

These Online General Terms and Conditions for NIQ Strategic Analytics and Insights Services (the “General Terms”), together with any related documents, including proposals, project agreements, statements of work, or similar instruments (each a “Statement of Work” or “SOW”), entered into for a specific ad-hoc engagement (each, a “Project”), collectively constitute the entire agreement between NIQ and the Client with respect to the provision of the Services for such Project (the “Agreement”).

Each SOW sets out the applicable scope and description of the deliverables (the “Deliverables”), project milestones, any conditions governing access to or use of software or platforms, and any additional terms or requirements specific to the Services.

2. Ownership of the Data and Permissions 

2.1. Ownership of, and copyright in, the Deliverables; solely to the extent they are created exclusively for the Client and/or derived from Client inputs (the “Results”), shall vest in the Client.  

2.2. NIQ shall retain ownership of all NIQ pre-existing proprietary assets and products used to execute the Services. These include, but are not limited to, software, research methodologies, concepts, analyses, algorithms, solutions, know-how, analytics models, survey designs, and data; raw data, anonymized/aggregated data and compilations, including physiological and biometric data; data-derived metrics; norms and benchmarks; platforms; and other tools. Furthermore, NIQ ownership extends to all of its syndicated measurement data and data compilations, which may be made available to NIQ’s clients under a usage license. 

2.3. The Client grants NIQ a limited, non-exclusive, perpetual, irrevocable, royalty-free license to use the Results on a non-client-identifiable basis for purposes including service customization, benchmarking, training, segmentation, validation of NIQ analyses, product enhancement, troubleshooting, product and methodology improvement, and development of new products or features. NIQ will not disclose Client’s identity in connection with such use without Client’s prior written consent. This Section survives termination or expiry of the Agreement.

2.4. The Client may use NIQ Services, and Deliverables in connection with generative artificial intelligence (“GenAI”) tools only under the following strict conditions: (i) Such use is limited to internal purposes, including summarization, querying, and translation. Any other use requires NIQ’s prior written approval; (ii) GenAI tools must operate in secure, private, enterprise-grade environments that prevent data leakage and maintain confidentiality; (iii) If third-party vendors, external data storage, or integration environments are involved, a formal Data Sharing Agreement or Data Warehouse Exhibit must first be executed and incorporated into this Agreement; (iv) The Client shall not, and shall ensure that no third party shall, use any NIQ data, Deliverables, Personal Identifiable Information (PII), or other proprietary material to create, train, test, or enhance any machine learning or artificial intelligence models, algorithms, or systems, including their underlying architectures, parameters, or weights; (v) The Client shall not misrepresent, alter, or distort any portion of NIQ’s Services or Deliverables when integrated into its data environments or GenAI tools; (vi) The Client shall not use, or permit others to use, any proprietary elements of the Services or Deliverables (including methodologies, frameworks, or questionnaires developed by NIQ) to create, market, or offer any commercial research, analytics, or insight services that replicate or compete with NIQ’s proprietary offerings.

3. NIQ Quality pledge and indemnification 

3.1. NIQ shall act and perform the Services in accordance: (i) with the professional standards applicable to the market research industry; (ii) with due care; (iii) in compliance with all applicable laws, government regulatory requirements, and any other agreed-upon written instructions, specifications, guidelines, or requirements.  

3.2. The Client acknowledges that the Services results provided are based on estimates derived from NIQ’s market research methodologies and are inherently subject to external factors beyond NIQ’s control. Such factors may include, but are not limited to, sample size variations, public sentiment fluctuations, and inherent statistical or scientific limitations affecting data extrapolation. Consequently, NIQ does not guarantee absolute accuracy or completeness of the results. The Deliverables are not intended to serve as a substitute for financial, investment, legal, business, or other professional advice and should not be relied upon as such. The Client assumes full responsibility for its decisions, actions, and the manner in which it utilizes the Services, including ensuring compliance with all applicable laws and regulations. 

3.3. NIQ will use reasonable efforts to correct any material error identified in the Deliverables (except if it results from errors, insufficiency, or inaccuracies in Client Input). If NIQ fails to correct such errors, NIQ will refund the Client the Charges paid for the part of the Project affected by the error. The foregoing refund is the Client’s sole and exclusive remedy for any error, inaccuracy, delay, or failure to deliver Services.

3.4. NIQ shall indemnify Client, its affiliates, and their respective officers, directors, shareholders, employees, and agents against any damages, loss, or expenses arising from any claim, demand, cause of action, suit, or proceeding (“Claim”) brought by a third party against Client alleging that Client’s permitted use of the Deliverables infringes any patent, copyright, trade secret or other proprietary rights of the claimant; except to the extent attributable to combination with or modification by any other content, materials or technology, and provided that Client has complied with all the present General Terms, Client gives NIQ prompt written notice of such Claim, and grant NIQ sole control of the Claim including right of settlement. 

3.5. The Parties’ total aggregate liability for any direct loss, damage, or expense arising under this Agreement (including any SOW) shall be limited to the Charges paid by the Client for the Services during the twelve (12) calendar months preceding the first event giving rise to the claim. Nothing in these T&Cs shall operate to exclude any liability that cannot be legally excluded, including but not limited to liability for fraud, willful misconduct, gross negligence, death, breach of law, or personal injury caused by negligence, or any other liability that cannot be limited or excluded under applicable law.

3.6. Except for (a) either party’s breach of confidentiality or data protection obligations; (b) either party’s indemnity obligations; and (c) losses caused by a party’s fraud or willful misconduct, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages (including lost profits, revenues, savings, or goodwill), however caused and under any theory of liability, even if advised of the possibility of such damages.

3.7. Upon written request from the Client, the Services and Deliverables may include comprehensive methodological details, including, if requested: a) sampling frames or equivalent, sources, and sampling methods used; b) dates of fieldwork; c) average or median interview length; d) total number of interviews completed; e) any quotas or other specifications used in sample selection; f) screeners, questionnaires, discussion guides, and other relevant data collection instruments and documents; g) counts of the number of participants whose identity was successfully validated, when identity validation is used; h) descriptions of any de-duplication methods used, the number of responses deleted as a result, as well as the measures taken to replace deleted responses; i) measures of participant engagement used and an anonymized account of any participants removed or replaced because of poor research behaviour; j) exclusion information; k) participation rates (where possible) and methods used to calculate them; l) completion rates; and m) whether any part of the project was subcontracted and, if so, to which organizations.

4. NIQ Charges and Client payment for NIQ Services.

4.1. The Client agrees to pay the Charges specified in the SOW. The Client shall also be responsible for any applicable Value Added Tax (VAT) or similar taxes. If the tax rules of the country in which Client is based require certain taxes to be withheld on the Charges (withholding taxes or “WHT”), then the Parties agree that the relevant amount of WHT shall be added on top of the Charges and then withheld from the resulting WHT inclusive amount.

4.2. If the Charges or payment terms for the Services are not specified due to an omission, the parties shall default to the previously agreed payment terms. In the absence of such an agreement, NIQ’s standard payment terms, as customarily applied to its clients in the ordinary course of business, shall govern.  

4.3. Payments should be made within the timelines set out on the invoices. NIQ reserves the right to suspend the Project until all outstanding Charges, including any applicable late payment interest, have been fully paid. NIQ may charge interest on undisputed invoices unpaid after the Payment Due Date at the lesser of 1.5% per month or the maximum allowed by law or as specified in the SOW. Interests shall be calculated from the due date until full payment is received.

5. Data Usage Restrictions

5.1. NIQ’s clients are authorized to utilize the data contained in the Results for their internal business intelligence. Any association of NIQ tradename(s) with the Results in public disclosures or with third parties requires obtaining NIQ written consent to ensure that all representations based on the Results are accurate, not misleading, and based on customary standards of statistical attribution. Additionally, when associated with the Results, the NIQ tradename may not be used in any administrative or legal proceedings involving third parties.

5.2. If the Client commissions NIQ to conduct a Project requiring respondents to examine, use, or consume any products, services, or concepts, including without limitation food, drink, household goods, medications, or audio/visual stimuli (collectively, “Products”), Client warrants that all Products have all legally required warning and labels, all applicable regulatory clearance to be released into the market, otherwise comply with applicable law and will not cause injury. The Client shall indemnify and hold NIQ harmless from any claims arising from the distribution, use, or contact with these products, except where such claims result from NIQ’s negligence. Negligence will only be attributed to NIQ if NIQ, NIQ employees, or agents fail to materially follow the Client’s written instructions regarding the products’ handling, storage, packaging, use, or delivery.

5.3. If the Client commissions NIQ to conduct a Mystery shopping study, the Client undertakes to notify all those personnel who may be monitored of the fact that they may be monitored. Such notification must include the following elements: (a) that this activity will take place within a future time period; (b) the objectives and general nature of the study; (c) whether data subjects will be identified or not; (d) whether audio, video, electronic or other recording of observations or interviews will be carried out (including adequate information regarding purpose, recipients and storage of the recording); (e) whether consideration will be given to making good any losses of salary resulting from time spent in dealing with mystery shoppers.

6. Data Privacy in Research Activities 

6.1. The Client acknowledges that NIQ may receive, access, or collect Personal Identifiable Information (PII) from or on behalf of the Client. This includes data classified as “personal information” under applicable privacy regulations, such as names, contact details, images, videos, mobile data, and other confidential information of study participants, including both adults and minors.

6.2. Both Parties represent, warrant, and agree to handle, process, and protect PII in compliance with all relevant laws, regulations, industry best practices, and reasonable security measures. Specifically, each Party shall: (i) Use or permit the use of PII only as necessary for the project; (ii) Restrict access to their employees on a strict need-to-know basis; (iii) prohibit, to the greatest extent allowed by the law, the external distribution or disclosure of PII outside their organization; (iv) ensure irreversible deletion of PII in accordance with applicable data protection laws.

6.3. NIQ shall retain survey responses only for a reasonable period, strictly adhering to market research ethical guidelines. PII will not be disclosed without the explicit prior written consent of the data subject or unless legally required by a final and unappealable court order.

7. Confidentiality

7.1. NIQ and Client acknowledge that each may disclose Confidential Information to the other during the term of this Agreement (including disclosure, on a need-to know basis, to subsidiaries, affiliates, parent companies, or any entities that are or may in the future become subsidiaries or affiliates of any of the parties or its parent company). “Confidential Information” means any confidential or trade secret information disclosed by one Party to the other, either orally or in writing. Each Party agrees to maintain the confidentiality of all such information and to prevent unauthorized use or disclosure. Measures to protect Confidential Information should be at least as stringent as those used by the receiving Party to protect its own similar Confidential Information and, in any event, must meet a reasonable standard of care.  

7.2. For the purpose of conducting research activities, NIQ shall disclose specific confidential information to third parties, including selected research participants. In such cases, NIQ shall take all reasonable measures to ensure that the disclosed information remains protected, and that any third parties receiving such information are bound by confidentiality obligations that are as stringent as reasonably practicable and consistent with industry standards.

8. Termination

8.1. Each Project shall remain in effect between the parties until completion of the Project unless terminated earlier in accordance with its terms.  

8.2. Either Party may terminate the Project if the other Party fails to cure a material breach of the Project within 30 (thirty) days of written notice of the breach, or in the event the other party becomes the subject of a proceeding in bankruptcy/insolvency or its equivalent.  

8.3. In the event the Client terminates the Project for any reason, Client shall pay for the Charges up to the effective date of termination, and, if NIQ is unable to terminate any contract or other obligation attributable to Services contracted to be performed for or on behalf of Client and entered into on the basis of the continued performance of the Project, then Client also shall reimburse NIQ for the reasonable costs related to such contract or other obligation, whether such amount is a fee for services or a termination fee. Without limiting the foregoing, NIQ early cancellation fees set out in the SOW shall apply. 

9. Miscellaneous

9.1. Assignment: This Agreement is for the benefit of and binding on the parties and their successors and assigns. It may not be assigned by either Party without the prior written consent of the other, except that either Party may, upon written notice, assign its rights and obligations under this Agreement to an affiliate pursuant to a corporate reorganization or a successor to its business if Client’s contemplated assignment is not to a direct competitor of NIQ. Notwithstanding any other provision of this Agreement, any change of control of NIQ shall not affect the validity or enforceability of this Agreement.

9.2. Sanctions & Export Control: Each Party represents and warrants that it is, and will remain, in full compliance with all applicable Sanctions and Export Control Laws which shall mean all laws, regulations, and executive orders relating to economic or financial sanctions, export controls, import controls, and trade embargoes, including, without limitation, those administered or enforced by the United States (including OFAC, BIS, and the U.S. Department of State), the United Kingdom, and the European Union. Neither Party shall, directly or indirectly, use any funds, goods, services, or deliverables provided under this Agreement for the benefit of, or in a manner that would cause the other Party to be in violation of any Sanctions and Export Control Laws. This includes, without limitation, any transactions involving any person or entity: (a) that is on an applicable restricted or denied party list, including OFAC’s Specially Designated Nationals and Blocked Persons List, BIS’s Denied Persons List, or any equivalent list issued by a competent authority; (b) that is, or is owned or controlled by, or acting on behalf of, a resident of, or is organized under the laws of, any country or territory subject to comprehensive sanctions or an embargo by the U.S. or any other relevant jurisdiction (currently including, but not limited to, Cuba, Iran, North Korea, Syria, and the regions of Crimea, Donetsk, and Luhansk); (c) located in, organized under the laws of, or ordinarily resident in Russia. If either Party becomes or has reason to believe that the other Party has become subject to any investigation, designation, or restriction under applicable Sanctions and Export Control Laws, or is otherwise in breach of this Clause, the non-breaching Party may, at its sole discretion, immediately suspend its performance or terminate this Agreement without any liability to the breaching Party. Each Party shall defend, indemnify, and hold harmless the other Party, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, demands, liabilities, costs, losses, and damages (including reasonable legal fees) arising from, or in connection with, a breach of this Sanctions and Restricted Parties Clause.

9.3. Execution; Precedence of Terms; Electronic Signatures: This Agreement may be executed in one or more counterparts and may be executed by electronic signatures. In the event of a conflict, ambiguity, or inconsistency between the Agreement and any other terms between the parties, the Agreement will govern with regard to Services. To the extent any other terms are or have been proposed or presented by the Client, including those contained in a purchase order, invoice, portal, or other documents, such terms shall not apply to the Agreement and shall have no effect, unless expressly agreed to in writing by both parties. Execution and delivery of this Agreement by email with a scanned or .pdf signature shall be as effective as delivery of a manually signed original. All counterparts are binding and admissible, and the parties waive any objection based solely on the lack of an original signature.

9.4. Insurance, subcontracting: NIQ shall carry liability insurance and other insurance coverage consistent with prudent practices in the market research industry. NIQ may use subcontractors for fieldwork, data entry, data processing, and other functions, and NIQ remains responsible for subcontractors’ performance.  

9.5. Force majeure: Neither party shall be held liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by an event beyond its reasonable control (a “Force Majeure Event”). Force Majeure Events may include, but are not limited to, major technological or infrastructure failures, government orders or regulations, judicial decisions, denial or revocation of licenses, acts of God, transportation blockades, terrorism, acts of war, severe weather, health emergencies, or unanticipated changes in law or regulation.

Performance of the affected obligations shall be suspended for the duration of the Force Majeure Event. If the Force Majeure Event continues for thirty (30) consecutive days or more, either party may terminate this Agreement by providing written notice to the other party. Upon termination, the parties shall promptly settle accounts for all Services rendered up to the effective date of termination.

9.6. Survival. The termination of the Agreement will not affect any provisions of the Agreement which by their nature survive termination or expiration, including the provisions that deal with the following subject matters: payment obligations, termination, effect of termination, intellectual property ownership, confidentiality, indemnification, and limitation of liability.