Standard Terms of Business

These terms apply to every engagement between Buyer Perception Ltd (BP, we, us), registered in England and Wales, company number 17336914, registered office 5th Floor, 167–169 Great Portland Street, London W1W 5PF, and the client named in the Order Form (you, the Client). Together, the Order Form, these terms, Schedule 1 and Annex A to Schedule 1 form the whole agreement (the Agreement).

1. Definitions

• Completed Interview means an interview with a Participant from the Verified List lasting at least 20 minutes in which the Participant answers BP's core interview questions. An invitation sent, a meeting booked, or an interview started but not finished is not a Completed Interview.
• Completion means the earlier of BP's written notice that fieldwork has closed and the date 35 days after Outreach Start, extended by any pause under clause 6.3.
• Contact Export means the Client's export of lost and churned buyers meeting the specification in clause 4.2.
• Deliverables means the Insights & Recommendations session and written report, plus any option selected in the Order Form (such as the Action Workshop).
• Guarantee Window means the 21 days starting on Outreach Start.
• Outreach Start means the date the Client sends the introduction emails under clause 4.4, which BP will confirm in writing. If they are sent in batches, it is the date of the first batch, and every batch must be sent within 3 Business Days of it.
• Verified List means the Contact Export after BP's verification and the Client's shortlist approval under clause 4.
• Fees means the fees in the Order Form; a Business Day is any day other than a Saturday, Sunday or English public holiday; a Participant is an individual BP invites to, or who takes part in, an interview.

1.1 If the Order Form conflicts with these terms, the Order Form prevails. If these terms conflict with Schedule 1 on a data protection matter, Schedule 1 prevails.

2. The services

2.1 BP will run an independent, confidential interview programme with the Client's lost and churned buyers and deliver the Deliverables described in the Order Form, with reasonable skill and care.

2.2 BP decides the interview method, questions, sequencing and the number of interviews it conducts, using its professional judgement to produce a reliable picture within the fieldwork period. Other than the minimum in clause 6.2, BP does not commit to a number of interviews. Findings reflect what Participants say; BP does not guarantee that any particular individual will take part, that any particular view will be expressed, or any commercial outcome from acting on the findings.

3. Fees and payment

3.1 Deposit. BP will invoice 50% of the Fees (the Deposit) when the Order Form is signed, payable within 14 days of the invoice date. BP will not start work on the engagement, including list verification, outreach preparation and interviews, until the Deposit has cleared. The Client may instead choose on the Order Form to pay 100% of the Fees on signing, in which case this clause applies to the full Fees. No discount applies.

3.2 Balance. BP will invoice the remaining 50% (the Balance) on Completion, payable within 14 days of the invoice date. Payment of the Balance does not depend on delivery of the Deliverables.

3.3 Delivery. BP will release the Deliverables once the Balance has cleared, and will deliver them within 10 Business Days of Completion or of the Balance clearing, whichever is later.

3.4 Card payment, VAT and set-off. Every invoice includes a secure card payment link; card payments clear immediately, so paying the Deposit by card is the quickest way to start. Fees are exclusive of VAT, which is charged in addition where applicable. The Client will pay all amounts in full without set-off, deduction or withholding, except as required by law.

3.5 Participant incentives included. BP sources, invites and schedules Participants, and pays any charitable donations or thank-you payments to them. These costs are included in the Fees and are never charged separately.

3.6 Late payment. If any invoice is unpaid 14 days after its due date, BP may suspend all work until it is paid in full. Any period of suspension does not extend BP's obligations or count towards the Guarantee Window. BP may also charge interest and fixed-sum compensation on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998, currently interest at 8% a year above the Bank of England base rate, from the due date until payment.

4. Client obligations

4.1 The Client will supply the Contact Export within 14 days of the Deposit clearing.

4.2 The Contact Export must list buyers the Client lost, or customers who churned, within the 6 months before the date of the export, each with a name, employer, job title, a valid work email address, a work telephone number where the Client holds one, and whether the contact was lost or churned. Any further context, such as deal stage or stated reason, is welcome.

4.3 BP will verify the Contact Export and propose a shortlist. The Client will approve it, or tell BP which contacts to remove, within 2 Business Days of receiving it; if the Client does not respond within that time, the shortlist is treated as approved. Contacts may be removed only to the extent the Verified List stays at or above the minimum in clause 5.1.

4.4 The Client will approve BP's outreach materials in a single round of comments within 3 Business Days of receiving them, and will then send the introduction email to each approved contact within 3 Business Days of that approval. The email is sent by a named senior sponsor at the Client, using wording agreed with BP, with BP copied and replies directed to BP, as set out in Annex A to Schedule 1 (Documented Processing Instructions). BP manages every subsequent contact, the scheduling and the interviews.

4.5 The Client warrants that it is entitled to share the Contact Export with BP, and to have BP contact the people on it, for the purposes of this Agreement, as further set out in Schedule 1.

4.6 The Client will not:

• ask BP to identify, or try to identify, any Participant or which comments any individual made;
• contact any person on the Contact Export about whether they took part or what they said; or
• treat any person less favourably because they did or did not take part.

5. List below specification

5.1 If, after BP's verification, fewer than 60 contactable lost or churned buyers from the last 6 months with valid work email addresses remain, Outreach Start will not happen and BP will tell the Client in writing.

5.2 The Client may then choose either a full refund of the Fees paid, which BP will make within 14 days of the request, or to hold them as a credit for 6 months from BP's notice towards an engagement starting within that period; any credit unused at the end of that period is refunded in full within 14 days. BP will not offer a reduced programme as an alternative, and this clause is the Client's only remedy for a Contact Export below specification.

6. The six-interview guarantee

6.1 Where the Verified List meets the minimum in clause 5.1, BP will conduct a minimum of six Completed Interviews.

6.2 If fewer than six Completed Interviews have taken place by the end of the Guarantee Window, BP will tell the Client in writing, and the Client may choose either:

• a full refund of all Fees paid, within 14 days, in which case the Agreement ends; or
• to continue fieldwork to Completion, in which case the engagement proceeds as normal and this guarantee no longer applies.

If the Client does not choose within 5 Business Days of BP's notice, the refund option applies. This clause is the Client's only remedy if the minimum is not met.

6.3 If the Client asks BP to pause fieldwork, the Guarantee Window is extended by the length of the pause. Any delay before Outreach Start, including in the steps in clause 4, moves Outreach Start and does not affect the guarantee.

7. Confidentiality and participant anonymity

7.1 Each party will keep the other's confidential information confidential and use it only for the purposes of this Agreement. This does not apply to information that is or becomes public other than through a breach of this clause, was already lawfully known to the recipient, or must be disclosed by law. A party may share confidential information with its professional advisers and insurers under a duty of confidence.

7.2 BP will never disclose to the Client, or to anyone else, the identity of any Participant, whether a person took part, or which comments any individual made. BP does not provide recordings or transcripts: the Deliverables present findings as themes, and quotes are edited to remove identifying detail. The Client acknowledges that this protection is fundamental to the services and that BP will not make an exception to it.

7.3 This clause 7 continues to apply after the Agreement ends.

8. Intellectual property

8.1 On payment of the Fees in full, the Client owns the Deliverables and may use them within its business as it chooses.

8.2 BP keeps all rights in its methods, question sets, frameworks, templates, tools and know-how, and in the Benchmark Questions and the research described in clause 9.2, including where they are used in or to create the Deliverables. BP grants the Client a non-exclusive, perpetual licence to use any of these that are embedded in the Deliverables, as part of the Deliverables.

9. References, benchmark research and client confidentiality

9.1 BP may refer to the Client as a client in anonymous terms, for example "a UK HR technology company", without further permission. BP will name the Client, use its logo, or publish a case study about the engagement only with the Client's prior written agreement.

9.2 Benchmark research. Every interview BP conducts ends with a short set of standard questions about how people buy software in general (the Benchmark Questions). They are the same in every interview, they are not about the Client, and Participants may decline them. Answers are BP's own research, are not part of the Deliverables, and are combined with answers from other interviews to produce anonymised, aggregated research and benchmarks.

9.3 Client research stays with the Client. Apart from answers to the Benchmark Questions, BP will not use the content of the engagement's interviews, or the findings from them, in its own research, its publications or its work for other clients. BP's research will never disclose the Client's identity, the identity of any of its buyers, or any finding specific to the Client.

9.4 Know-how. Nothing in this clause restricts BP's use of its general skills, knowledge and experience.

10. Renewal option

10.1 If the Client orders a further engagement within 12 months of delivery of the Deliverables, BP will apply a 20% discount to the fees for that engagement.

11. Liability and insurance

11.1 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited or excluded.

11.2 Subject to clause 11.1, neither party is liable for any loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss; and each party's total liability arising out of or in connection with this Agreement is limited to the Fees paid and payable under the Order Form. That limit does not apply to the Client's obligation to pay the Fees.

11.3 BP maintains professional indemnity insurance with cover of at least £1,000,000 and will maintain it for the duration of the Agreement.

12. Cancellation and termination

12.1 The Client may cancel by written notice before Outreach Start, and Fees paid are then refunded or held as credit on the terms of clause 5.2. If the Client cancels after Outreach Start, the full Fees are payable.

12.2 Either party may end the Agreement by written notice if the other commits a material breach that it does not fix within 14 days of being asked to, or becomes insolvent or enters any insolvency process.

12.3 Clauses 3, 7, 8, 9, 11, 13 and Schedule 1 continue to apply after the Agreement ends.

13. General

13.1 Changes. Any change to the Agreement must be agreed in writing by both parties. BP may publish updated versions of these terms, but a signed Order Form is governed by the version it refers to.

13.2 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control. The Guarantee Window is extended by the length of any such event that affects fieldwork.

13.3 Assignment and subcontracting. Neither party may transfer its rights under the Agreement without the other's written consent, which will not be unreasonably withheld. BP may use subcontractors and remains responsible for their work.

13.4 Other. Notices must be in writing and may be sent by email to the addresses in the Order Form. The Agreement is the whole agreement between the parties about its subject matter; each party confirms it has not relied on any statement not set out in it, and any terms the Client attaches to a purchase order do not apply. No one other than the parties may enforce it. If any provision is found invalid, the rest is unaffected, and a delay in exercising a right is not a waiver of it. The Order Form may be signed electronically and in counterparts.

13.5 Governing law and jurisdiction. The Agreement and any dispute arising from it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Schedule 1: Data processing

1. Roles

1.1 For the Contact Export and the personal data BP collects from Participants to deliver the services, the Client is the controller and BP is the processor. This Schedule, together with Annex A (Documented Processing Instructions), applies to that processing and meets the requirements of Article 28 of the UK GDPR. Annex A is a separate document, identified by version in the Order Form and attached to it, and forms part of this Schedule.

1.2 Answers to the Benchmark Questions (clause 9.2) are collected by BP as an independent controller, not on the Client's behalf. They are given directly by Participants who agree to answer them, are not about the Client, and are not drawn from the Contact Export. BP acquires no rights in the Contact Export and does not use it for its own purposes. BP tells Participants about this in its participant information notice, and Participants may decline. This Schedule does not apply to those answers, and the Client has no responsibility for them.

2. Details of the processing

3. Client responsibilities

3.1 The Client warrants that it has a lawful basis to share the Contact Export with BP and for BP to contact the people on it for the services, and that its own privacy information permits this.

3.2 The Client authorises BP to give Participants a participant information notice on the Client's behalf, naming the Client and explaining the processing.

4. BP's obligations

BP will:

• process the personal data only on the Client's documented instructions, which are the Agreement and Annex A (Documented Processing Instructions) in the version identified in the Order Form, unless the law requires otherwise, in which case BP will tell the Client first unless the law prevents it;
• ensure that anyone authorised to process the personal data is bound by confidentiality;
• take appropriate technical and organisational measures to protect the personal data, including pseudonymising transcripts before analysis and restricting access to identifying information;
• forward to the Client, within 2 Business Days, any request BP receives from a data subject exercising their rights, and help the Client, taking into account the nature of the processing, respond to it, and meet its obligations on security, breach notification, impact assessments and consultation with the regulator; and
• make available the information reasonably needed to show compliance with this Schedule.

5. Sub-processors, transfers, breaches and audits

5.1 Sub-processors. The Client gives general authorisation for BP to use sub-processors, which are listed in BP's privacy policy at buyerperception.com/legal/privacy. BP will give at least 14 days' notice of any new sub-processor that will process the Client's personal data; the Client may object on reasonable data protection grounds within that period and the parties will discuss the objection in good faith. BP will put in place written terms with each sub-processor giving protections equivalent to this Schedule, and remains responsible to the Client for its sub-processors.

5.2 International transfers. BP will transfer personal data outside the UK only where the transfer is covered by UK adequacy regulations or appropriate safeguards, such as the International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses.

5.3 Personal data breaches. BP will notify the Client without undue delay, and in any event within 48 hours, after becoming aware of a personal data breach affecting the Client's personal data, and will give the Client the information it reasonably needs to meet its own obligations.

5.4 Audits. On reasonable written notice, and no more than once a year unless a regulator requires it or a breach has occurred, BP will answer the Client's written questions about its compliance with this Schedule. Any audit will be at the Client's cost, during business hours, and subject to confidentiality.

6. Deletion and return

Within 30 days of delivering the Deliverables, BP will:

• delete the Contact Export, or return it to the Client and then delete it, as the Client directs in writing; and
• delete all interview transcripts and notes, whether or not names have been removed. These are never returned or otherwise disclosed to the Client, because doing so would identify Participants and breach clause 7.2 of the Agreement. The Client agrees that deletion is the agreed treatment for this material.

BP may keep a copy of anything the law requires it to keep. Answers to the Benchmark Questions under paragraph 1.2 are handled under BP's privacy policy and are not affected.

7. Participant anonymity

Nothing in this Schedule requires BP to disclose to the Client the identity of any Participant or which comments any individual made. The Client's rights under paragraphs 4 and 5.4 are limited accordingly.

Buyer Perception Ltd · 167–169 Great Portland Street, London W1W 5PF · No. 17336914 · VAT GB 525 7393 72