These Terms and Conditions (Terms) govern the provision of services by SM Research Limited (we, us, our) to clients (you, your). By engaging our services, you agree to these Terms.
Services: clinical research services we provide. Agreement: a statement of work, proposal, or contract executed by both parties.
We will perform the Services described in an agreed proposal or statement of work, applying professional skill and due care consistent with ICH‑GCP and applicable regulations.
Fees are set out in the proposal or Agreement. Unless stated otherwise, fees are exclusive of taxes and pass‑through costs. Invoices are payable within 30 days of the invoice date.
Material changes to scope, timelines, or assumptions will be documented via change order and may affect fees and schedules.
Each party will keep confidential all non‑public information received from the other and use it solely to perform the Agreement, except as required by law or regulatory authorities.
We will process personal data in compliance with applicable data protection laws. Where we act as processor, we will execute a data processing agreement and follow your documented instructions.
We maintain policies to comply with applicable anti‑bribery, anti‑corruption, sanctions, and trade control laws. You agree not to request actions that would breach such laws.
Background IP remains with the originating party. Deliverables specifically created for you under the Agreement will be assigned or licensed to you as stated in the Agreement.
We will maintain complete, accurate, and contemporaneous records. Where required, you or regulators may audit such records with reasonable notice.
We will provide the Services with reasonable skill and care, but do not guarantee specific outcomes or regulatory approvals. Except as expressly stated, all warranties are disclaimed to the maximum extent permitted by law.
Each party’s liability is limited to direct damages and capped at the total fees paid in the preceding 12 months, except for: death or personal injury caused by negligence; fraud; breach of confidentiality; or data protection violations to the extent not limited by law.
We maintain appropriate professional indemnity and business insurances consistent with industry practice.
We may engage qualified subcontractors and will remain responsible for their performance.
Either party may terminate for material breach not cured within 30 days’ notice or as otherwise set out in the Agreement. Accrued rights and payment obligations survive termination.
These Terms and any non‑contractual obligations are governed by the laws of Scotland, and the courts of Scotland have exclusive jurisdiction.
Formal notices must be in writing and sent to the addresses specified in the Agreement. For SM Research Limited: info@smresearchlimited.co.uk
If any provision is found invalid, the remaining provisions remain in effect. No failure to enforce is a waiver. Neither party is liable for delay caused by events beyond reasonable control.