Terms of Service
Effective date: January 10th, 2025
GNLRESEARCH INC. is a market research data collection company headquartered in Newark, Delaware (address: 131 Continental Drive Suite 301, Newark, DE 19713), providing services through its website, gnlresearchgroup.com. These Terms of Service are designed to govern the relationship between the Company and its Clients and Subcontractors, minimize legal risks, and ensure compliance with industry ethical standards, such as the ESOMAR Code.
Client Terms of Service
1. Definitions
- Company: GNLRESEARCH INC., located at 131 Continental Drive Suite 301, Newark, DE 19713, United States.
- Client: An entity or individual engaging the Company to provide market research services.
- Services: Market research services, including data collection, analysis, and reporting, as specified in a Proposal or Agreement.
- Deliverables: Outputs of the Services, including reports, data, and insights.
- Confidential Information: Non-public information disclosed by one party to the other during the provision of Services.
- Personal Data: Any information relating to an identified or identifiable individual.
2. Scope of Services
- The Company shall provide market research services as outlined in the Proposal or Agreement, exclusively for market research purposes.
- The Client may not use the Services for any other purpose without the Company’s prior written consent.
3. Payment Terms
- Payment Deadline: Payments are due within 30 days of invoice issuance.
- Late Payment Fees: 1.5% per month, or the maximum rate permitted by law, shall accrue on overdue amounts.
- Currency: All fees are payable in U.S. dollars.
4. Confidentiality
- Both parties shall maintain the confidentiality of the other’s Confidential Information.
- Confidential Information shall not be used beyond the Services or disclosed to unauthorized third parties.
5. Intellectual Property
- The Company retains all rights in proprietary methodologies, tools, and platforms.
- The Client retains ownership of its data.
- Deliverables become the Client’s property upon full payment.
6. Data Protection
- The Company complies with applicable data protection laws (e.g., DPDPA).
- Personal Data is processed solely for service delivery with appropriate safeguards.
- Processing sensitive data requires explicit consent.
- Clients have access, correction, and deletion rights.
- Universal opt-out mechanisms will be honored starting January 1, 2026.
7. Limitation of Liability
- No liability for indirect or special damages, except in cases of gross negligence or willful misconduct.
- Total liability limited to the project fee.
8. Termination
- Termination upon breach or with 30 days’ notice.
- Client pays for all rendered Services upon termination.
- Company must return or destroy Confidential Information and Personal Data.
9. Governing Law and Dispute Resolution
- Delaware law applies.
- Disputes resolved via arbitration in Newark, Delaware.
10. Miscellaneous
- This Agreement supersedes prior agreements.
- Invalid provisions do not affect the rest of the Agreement.
Subcontractor Agreement
1. Definitions
- Prime Contractor (Prime): GNLRESEARCH INC.
- Subcontractor: An entity or individual providing services to the Prime Contractor.
- Services: Work defined by Task Orders.
- Deliverables: Outputs of the Services.
- Confidential Information: Non-public information from the Prime Contractor or Clients.
2. Scope of Work
- Subcontractor must meet all Task Order requirements and comply with relevant laws.
3. Payment
- Compensation per Task Order.
- Invoices submitted per Task Order terms.
- Payment within 60 days of valid invoice.
- Late payment fee of 1.5% per month or legal maximum.
4. Confidentiality
- Subcontractor must protect Confidential Information.
- No unauthorized use or disclosure.
5. Intellectual Property
- Pre-existing IP remains with Subcontractor.
- New IP created belongs to Prime Contractor.
6. Indemnification
- Subcontractor indemnifies Prime Contractor against claims from Service performance.
7. Termination
- Prime may terminate with 30 days’ notice or immediately upon material breach.
- Subcontractor must return/destroy Confidential Information upon termination.
8. Governing Law
- Delaware law governs.
- Arbitration in Newark, Delaware.
9. Miscellaneous
- This Agreement supersedes all previous agreements.
- Invalid provisions do not affect the remainder.
Comparison of Client and Subcontractor Terms
| Aspect | Client Terms | Subcontractor Terms |
|---|
| Payment | Paid in three installments; late fee of 1.5% per month or legal maximum | Paid per Task Order; late fee of 1.5% per month or legal maximum |
| Data Handling | Company returns or destroys upon termination, with written confirmation | Subcontractor returns or destroys upon termination, with written confirmation |
| Intellectual Property | Deliverables owned by Client upon full payment | IP created during Services owned by Prime Contractor |
| Indemnification | Client indemnifies for claims arising from its actions | Subcontractor indemnifies for claims arising from its actions |
| Governing Law | Delaware law, arbitration in Newark | Delaware law, arbitration in Newark |
The contents of these Terms are for reference only and shall not limit or otherwise affect any meaning or interpretation of these Terms.
