Client Framework Terms

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Last updated: 1 July 2026

1. About these terms

These Client Framework Terms govern the provision of services by nuaxia Limited to its Clients.

Each project will normally be described in a Proposal, Statement of Work or other written project document. Once accepted, that project document and these Client Framework Terms form the contract for that project.

These terms do not govern an individual’s participation in a survey, interview, educational activity or other engagement. Separate Participant Terms apply to those activities.

2. About nuaxia and definitions

nuaxia Limited is a company registered in England and Wales under company number 10091312.

Our registered office is:

5 Walpole Avenue
Richmond
Surrey
TW9 2DJ
United Kingdom

In these terms:

• Client means the organisation identified in the Proposal as purchasing or commissioning the Services, whether acting for itself or on behalf of an End Client. A Client may include a pharmaceutical, biotechnology, medical technology or other healthcare organisation, or an agency or service provider such as a medical education provider, creative agency, management consultancy, market research agency, fieldwork or data-collection agency.

• Client Materials means information, documents, data, questionnaires, content, branding, instructions and other materials supplied by or on behalf of the Client or an End Client.

• Contract means these Client Framework Terms together with the applicable accepted Proposal and any other document expressly incorporated into it.

• Deliverables means the reports, presentations, analyses, recommendations, data tables, datasets, dashboards, questionnaires, screeners, interview guides, sample specifications, methodological plans, educational materials, validation outputs and other project-specific outputs expressly identified as deliverables in the Proposal.

• End Client means an organisation for whose benefit the Client commissions the Services, where that organisation is identified in the Proposal.

• Fees means the amounts payable by the Client under the Contract.

• Participant means an HCP, patient, professional or other individual who takes part in a survey, interview, educational activity or other engagement.

• Proposal means a proposal, quotation, Statement of Work, order form or other document issued or expressly accepted by nuaxia describing the Services.

• Services means the research, educational, advisory, evidence-generation, data, analytical, validation, technology, recruitment, fieldwork and related services described in the applicable Proposal.

The Services may include all or any part of the design, delivery, analysis and reporting of a project, including:

• defining project objectives and evidence requirements;

• advising on research or assessment methodology;

• designing, reviewing or contributing to questionnaires, screeners, interview guides and other research instruments;

• defining or recommending target audiences, samples, eligibility criteria, quotas and recruitment approaches;

• identifying, verifying and recruiting healthcare professionals or other Participants;

• programming, hosting and administering surveys or other activities;

• collecting, processing, validating and analysing data;

• producing reports, presentations, recommendations, dashboards, benchmarks and other Deliverables;

• conducting needs assessments, outcomes assessments and patient-impact assessments;

• providing behavioural intelligence, benchmarking and predictive analysis;

• providing validation, compliance and evidence-assurance services; and

• providing portals, platforms or other technology-enabled services.

Working Day means a day other than a Saturday, Sunday or public holiday in England.

The Client remains the contracting party and remains responsible for all obligations under the Contract unless the Proposal expressly states that the End Client is also a party.

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3. Formation of the Contract

3.1 Acceptance of a Proposal

The Client accepts a Proposal when it:

• signs or electronically accepts it;

• confirms acceptance by email or other written communication;

• issues a purchase order referring to the Proposal;

• instructs nuaxia to begin the Services; or

• otherwise acts in a manner that clearly indicates acceptance.

A purchase order is not required for a Contract to arise where the Client has otherwise accepted the Proposal or instructed nuaxia to begin work.

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3.2 Proposal validity

Unless the Proposal states otherwise, it will remain valid for 30 days from its date.

nuaxia may amend or withdraw a Proposal before it has been accepted.

3.3 Authority

Each person accepting a Proposal confirms that they have authority to enter into the Contract on behalf of the relevant organisation.

3.4 Client terms

Any terms contained in a Client purchase order, procurement portal or other Client document will apply only where nuaxia has expressly agreed to them in writing.

A purchase order issued for administrative or payment purposes will not amend the Contract.

4. Contract documents and priority

If there is a conflict between the documents forming the Contract, the following order of priority applies:

1. any written amendment expressly signed or accepted by both parties;

2. the applicable Proposal;

3. any applicable Data Processing Terms;

4. any service-specific schedule expressly incorporated into the Proposal;

5. these Client Framework Terms; and

6. the Website Terms, but only in relation to general and technical use of a nuaxia website, portal or app.

A document will not override another document merely because it was issued later unless it expressly states that it is intended to amend the Contract and is accepted by both parties.  For any conflict concerning Client Personal Data, the order of priority stated in the Data Processing Terms applies.

5. The Services

nuaxia will provide the Services and Deliverables described in the Proposal using reasonable skill and care.

The Proposal may cover the whole of a project or only a particular component. For example, nuaxia may be engaged solely to:

• provide advice;

• design or review a questionnaire;

• define or recommend a sample;

• recruit Participants;

• collect data;

• analyse existing data;

• validate findings;

• produce a report or recommendations; or

• provide a combination of those Services.

Where nuaxia is engaged to provide professional advice, research design, sample design, analysis, reporting or recommendations, nuaxia will carry out that work using reasonable skill and care.

Unless the Proposal expressly states otherwise, advice and recommendations are based on the information, assumptions and project objectives available to nuaxia at the relevant time.

Where applicable, nuaxia will conduct the Services in accordance with:

• applicable law and regulatory requirements;

• the professional or industry standards identified in the Proposal; and

• recognised healthcare research practices, including applicable BHBIA requirements.

The Services are advisory, research, educational, data or analytical services. Unless expressly agreed in the Proposal, nuaxia does not guarantee:

• any particular commercial, educational, clinical or regulatory outcome;

• that a Client will be able to use a Deliverable for a particular regulatory, promotional or commercial purpose;

• a particular number of Participants;

• completion of fieldwork by a fixed date; or

• continuous or uninterrupted access to an online service.

Any exclusivity relating to a Client, End Client, therapy area, product, research subject, methodology or market must be expressly stated in the Proposal, together with its scope, duration and any additional Fee.

6. Client responsibilities

The Client will:

• provide complete, accurate and timely instructions;

• provide the Client Materials and information reasonably required to deliver the Services;

• appoint a person with authority to give instructions and approvals;

• review and approve materials within the agreed timetable;

• ensure that its instructions and Client Materials comply with applicable law, professional standards and industry requirements;

• obtain all rights, permissions, licences and approvals needed for nuaxia to use the Client Materials;

• tell nuaxia about any material legal, regulatory, safety or compliance requirements affecting the project;

• cooperate reasonably with nuaxia; and

• pay the Fees in accordance with the Contract.

The Client is responsible for the accuracy, completeness and suitability of Client Materials and instructions supplied by or on its behalf.

Where nuaxia is engaged to design, develop or recommend an aspect of the project, nuaxia remains responsible for exercising reasonable skill and care in carrying out that work.

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Client review or approval does not remove nuaxia’s responsibility for its own work. The Client nevertheless remains responsible for:

• confirming the project objectives and intended use;

• providing relevant product, scientific, regulatory and commercial information;

• obtaining its own internal legal, medical, compliance and regulatory approvals;

• deciding whether to adopt nuaxia’s recommendations; and

• approving the final project materials where Client approval is required.

The Client must not provide patient-identifiable information or other sensitive personal data unless:

• this has been expressly agreed in advance;

• it is necessary for the Services;

• there is a lawful basis for providing it; and

• the agreed security and data-protection arrangements are followed.

6.1 Clients acting for an End Client

Where the Client commissions the Services for an End Client, the Client warrants that it has authority to:

• instruct nuaxia;

• provide the Client Materials;

• communicate relevant End Client requirements;

• permit nuaxia to perform the Services; and

• provide the Deliverables to the End Client.

The Client remains responsible for:

• payment of all Fees and costs;

• instructions provided to nuaxia;

• obtaining necessary approvals;

• communicating requirements accurately; and

• compliance with the Contract,

regardless of whether the Client has received payment, approval or instructions from the End Client.

nuaxia may communicate directly with an End Client where authorised by the Client. Such communication does not make the End Client a party to the Contract unless this is expressly agreed in writing.

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7. Project approvals

Where relevant, nuaxia may ask the Client to approve items such as:

• project objectives and intended use;

• methodology;

• questionnaires and screeners;

• sample definitions and target-audience criteria;

• quotas and recruitment criteria;

• analysis plans;

• report structures and reporting plans;

• educational or scientific content;

• stimulus materials;

• survey programming;

• translations;

• recruitment materials;

• interview guides;

• draft Deliverables; and

• final Deliverables.

The Client must check approvals carefully and notify nuaxia promptly of any required corrections.

Once an item has been approved, later changes may affect Fees, timing, feasibility or other aspects of the Services and will be managed under the change-control provisions.

Client approval does not relieve nuaxia of its obligation to exercise reasonable skill and care in carrying out work for which nuaxia is responsible.

nuaxia will not be responsible for an error arising directly from:

• inaccurate or incomplete Client Materials;

• an instruction given by or on behalf of the Client;

• an item approved by the Client; or

• the Client’s failure to identify an issue that was reasonably apparent during the approval process,

except to the extent that nuaxia introduced the error or failed to exercise reasonable skill and care.

8. Timing and Client dependencies

Any timetable in a Proposal is an estimate unless it is expressly identified as a guaranteed deadline.

The timetable is based on assumptions including timely:

• receipt of Client Materials;

• Client decisions and approvals;

• availability of Participants;

• receipt of purchase orders or other administrative information;

• access to relevant systems or third parties; and

• resolution of Client comments.

If the Client, an End Client or a Client-appointed third party causes or contributes to a delay, nuaxia may:

• revise the timetable;

• reallocate personnel or resources;

• pause the Services;

• revise recruitment expectations;

• charge reasonable additional costs caused by the delay; and

• issue a change request where the delay materially affects the Services.

nuaxia will notify the Client where a material delay becomes apparent.

9. Changes to the Services

Either party may propose a change to the Services, Deliverables, timetable, assumptions, recruitment criteria or project scope.

nuaxia will not be required to implement a material change until the parties have agreed its effect on:

• Fees;

• timing;

• scope;

• resources;

• recruitment feasibility;

• compliance requirements; and

• Deliverables.

An agreed change may be documented through:

• a revised Proposal;

• a change order;

• an email exchange between authorised representatives; or

• another written record accepted by both parties.

nuaxia may make minor operational changes that do not materially reduce the Services or Deliverables without a formal change order.

10. Sample design, recruitment and fieldwork

10.1 Sample design

Where nuaxia is engaged to define or recommend the sample, target audience, eligibility criteria or quota structure, nuaxia will use reasonable skill and care, taking account of:

• the project objectives;

• the available target population;

• the intended analysis;

• available feasibility information;

• budget and timing; and

• any material limitations identified to the Client.

The Client must approve the final sample specification unless the Proposal states that nuaxia has authority to determine it.

A sample will not be treated as statistically representative of a wider population unless the Proposal expressly states that representativeness is an agreed requirement and describes the relevant methodology.

10.2 Recruitment and fieldwork

Where the Services include recruitment or fieldwork, nuaxia will use reasonable efforts to recruit eligible Participants in accordance with the agreed criteria.

Participant availability and response rates cannot be guaranteed. Any sample size, incidence rate, recruitment period or completion date is therefore an estimate unless the Proposal expressly states otherwise.

nuaxia may:

• verify Participant identity, professional status and eligibility;

• apply reasonable fraud, duplication and quality checks;

• reject, remove or replace responses that reasonably appear fraudulent, duplicated, ineligible, incomplete or of insufficient quality;

• close or pause recruitment where quotas have been reached;

• adjust operational recruitment methods where this does not materially change the agreed eligibility criteria; and

• stop fieldwork where continued recruitment is no longer reasonably feasible.

The Client must not attempt to identify or contact Participants unless this has been expressly agreed and is lawful.

10.3 Top-up and supplementary work

Where nuaxia provides recruitment, data collection or sample on a top-up or supplementary basis alongside one or more other suppliers, nuaxia is responsible only for the Services and data supplied by nuaxia.

Unless expressly included in the Proposal, nuaxia is not responsible for:

• the quality or eligibility of Participants supplied by another provider;

• differences between suppliers’ recruitment, validation or fieldwork methods;

• the consistency or representativeness of the combined sample;

• merging or harmonising datasets; or

• conclusions affected by data collected by another provider.

Where nuaxia is specifically engaged to validate, harmonise or analyse combined data, the relevant responsibilities and limitations will be set out in the Proposal.

10.4 Recruitment shortfalls

If fieldwork is closed before an agreed target is achieved, nuaxia will provide a credit for the recruitment and Participant incentive costs attributable to the missing valid completions.

Unless the Proposal states otherwise, the credit will not include Fees for work already performed, including:

• project management;

• questionnaire review or design;

• sample design;

• programming;

• translations;

• testing;

• data processing;

• analysis;

• reporting;

• compliance work; or

• other fixed project costs.

No credit will be due to the extent that a shortfall results from:

• changes requested by the Client or End Client;

• inaccurate assumptions or incidence information supplied by the Client;

• restrictive or revised eligibility criteria;

• Client or End Client delay;

• early closure instructed by the Client;

• quotas becoming unavailable;

• force majeure; or

• circumstances otherwise outside nuaxia’s reasonable control.

11. Participant quality and validation

nuaxia will apply the quality-control procedures agreed in the Proposal or ordinarily used for the relevant type of project.

The Client must raise any evidence-based concern about Participant validity or data quality within 30 days after delivery of the relevant data or Deliverable.

nuaxia will investigate reasonable concerns and, where appropriate, may:

• explain the validation undertaken;

• remove an invalid response;

• provide a replacement where reasonably practicable;

• correct an affected Deliverable; or

• provide an appropriate credit.

nuaxia does not warrant that every inaccurate, inconsistent or insincere Participant response can be detected.

A difference in professional opinion, clinical judgement or interpretation will not by itself establish that a response is invalid.

12. Fees

The Fees will be stated in the Proposal.

Unless the Proposal states otherwise:

• 100% of the Fees will be invoiced when nuaxia is instructed to begin work;

• each invoice is payable within 30 days from the date of the invoice;

• Fees are exclusive of VAT and other applicable taxes;

• Fees will be stated and payable in the currency specified in the Proposal and invoice; and

• reasonable agreed expenses and third-party costs are payable in addition to the Fees.

Fees may be quoted and invoiced in pounds sterling, US dollars, euros or another currency agreed in the Proposal.

Payment must be made in the currency stated on the invoice.

Where a Fee was based on information or assumptions supplied by the Client that later prove materially incomplete or inaccurate, nuaxia may revise the Fee to reflect the additional work or cost.

nuaxia may also charge additional costs that:

• could not reasonably have been anticipated when the Proposal was accepted;

• arise from circumstances outside nuaxia’s reasonable control;

• are directly connected with the Services; and

• are notified and reasonably explained to the Client.

13. Currency, taxes, deductions and bank charges

The Client must pay each invoice in the currency stated on that invoice.

Where the Proposal is priced in a currency other than pounds sterling, nuaxia may adjust pass-through costs to reflect material exchange-rate movements occurring between acceptance of the Proposal and payment or commitment of the relevant cost.

The Client must ensure that nuaxia receives the full invoiced amount.

The Client is responsible for all:

• outgoing bank charges;

• international transfer charges;

• correspondent-bank charges;

• intermediary-bank charges; and

• other payment charges imposed by the Client’s bank or by an intermediary involved in transmitting the payment.

The Client must not deduct such charges from the invoiced amount. Any shortfall resulting from bank or transfer charges will remain due and payable by the Client.

The Client must pay all applicable VAT, sales tax or similar transaction taxes in addition to the Fees.

Payments must be made without set-off, counterclaim, deduction or withholding unless required by law.

Where a deduction or withholding is legally required, the Client will increase the payment so that nuaxia receives the amount it would have received had no deduction or withholding been required, except in relation to tax imposed on nuaxia’s net income.

The Client will provide any documentation reasonably required in connection with a deduction or withholding.

14. Late payment

If an amount is overdue, nuaxia may:

• charge interest at eight percentage points above the Bank of England base rate;

• recover any fixed compensation and reasonable recovery costs available under applicable law;

• suspend the Services or access to Deliverables;

• withhold further work or delivery;

• require payment in advance for future Services; and

• recover reasonable costs incurred in collecting the overdue amount.

nuaxia will not be required to transfer ownership of, or grant final usage rights in, Deliverables until all applicable Fees have been paid.

A genuine dispute concerning part of an invoice does not entitle the Client to withhold an undisputed amount.

15. Cancellation and postponement

The Client may cancel or postpone a project by giving written notice.

Unless the Proposal contains a specific cancellation schedule, the Client must pay:

• Fees for all Services performed up to the effective date of cancellation or postponement;

• all Participant incentives already earned;

• all third-party, translation, recruitment, technology, travel and other costs already incurred or irrevocably committed;

• reasonable costs of closing, transferring or preserving the project; and

• any other cancellation charge expressly stated in the Proposal.

Any advance payment will be applied against those amounts. nuaxia will refund any balance remaining after the applicable charges have been deducted.

If a postponed project does not restart within 30 days, nuaxia may:

• treat it as cancelled;

• revise the Fees and timetable;

• reassess recruitment feasibility; and

• require a new or revised Proposal before work recommences.

nuaxia may cancel a project where it reasonably concludes that:

• the Services cannot lawfully or ethically be provided;

• recruitment is no longer reasonably feasible;

• the Client has not supplied necessary instructions or approvals;

• the project creates an unacceptable safety, regulatory or reputational risk; or

• a third-party dependency makes performance impracticable.

Where nuaxia cancels for a reason not caused by the Client, nuaxia will refund Fees paid for Services not performed, after deducting work completed and non-refundable costs properly incurred.

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16. Suspension

nuaxia may suspend the Services where:

• an invoice is overdue;

• the Client fails to provide required information, materials or approvals;

• continuing the Services may breach law or professional requirements;

• a security or data-protection risk arises;

• the Client materially breaches the Contract; or

• suspension is reasonably necessary to protect Participants, nuaxia or a third party.

Where reasonably practicable, nuaxia will notify the Client before suspension and explain what is required for the Services to resume.

Suspension does not relieve the Client of its obligation to pay amounts properly due.

17. Termination

Either party may terminate a Contract immediately by written notice if the other party:

• commits a material breach that cannot be remedied;

• commits a remediable material breach and fails to remedy it within 30 days after receiving written notice;

• repeatedly breaches the Contract in a way that reasonably demonstrates an intention or inability to comply with it;

• becomes insolvent, enters administration or liquidation, has a receiver appointed or undergoes an equivalent process; or

• ceases or threatens to cease carrying on a substantial part of its business.

Termination of one Proposal does not automatically terminate another Proposal.

On termination:

• the Client must pay all Fees and costs accrued or committed up to the termination date;

• each party will return or destroy Confidential Information where required under clause 22;

• access to applicable portals or services may be withdrawn;

• nuaxia will provide completed Deliverables for which it has been paid, subject to legal, confidentiality and data-protection restrictions; and

• provisions intended to continue after termination will remain in force.

18. Delivery and acceptance

nuaxia will deliver the Deliverables in the format stated in the Proposal.

The Client must review each Deliverable within 10 Working Days after delivery and notify nuaxia of any material failure to conform to the agreed specification.

The notice must explain the alleged non-conformity in reasonable detail.

Where a Deliverable materially fails to conform to the agreed specification, nuaxia will use reasonable efforts to correct or reperform the affected part.

The Deliverable will be treated as accepted if:

• the Client does not notify nuaxia within the review period;

• the Client or End Client uses the Deliverable for its intended business purpose; or

• nuaxia has corrected a properly notified material non-conformity.

Acceptance does not prevent the Client from notifying nuaxia of a defect that could not reasonably have been identified during the review period.

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