TERMS & CONDITIONS
This online platform (Platform) is operated by Exchange Insights Pty Ltd (ACN 630 531 912) (we, our or us) and accessed and/or used by you (you or your). It is available at: www.insightexchange.co and may be available through other addresses or channels.
In this Agreement, Platform refers to our marketplace regardless of how you access it. The Platform connects providers of market research (Specialists) with clients and brands requiring market research (Brands) by facilitating introductions between Specialists and Brands including by providing a directory of Specialists on our Platform.
In this Agreement, each of us, you, the Specialists and the Brands are together the Parties and each a Party.
You accept these terms and conditions, including any policies, codes of conduct or other terms set out on the Platform (Agreement), by accessing and/or using our Platform.
If you are using the Platform on behalf of a business entity, you represent and warrant that you are authorised to act on behalf of such business, and bind such business to this Agreement.
The Platform provides an introductory service for Specialists and Brands.
A Specialist with an ability to perform market research services (i) creates an account on the Platform and (ii) posts an accurate and complete description of the market research services they can provide (Specialist Profile).
A Brand with a requirement for market research services to be provided (i) creates an account on the Platform and (ii) posts an accurate and complete description of the market research services they require, including a budget for the services and a project brief (Listing). Upon request, we may provide you with assistance in creating your Listing.
A Brand may browse Specialist Profiles for information about a Specialist and request their specific market research services. A Brand may request market research services from a specific Specialist by sending a request through the Platform, with an accurate and complete description of the market research services they require, including a budget for the services and a project brief (Request).
If a Specialist desires to provide market research services to a Brand, the Specialist will make an offer through the Platform detailing the market research services to be provided, any documentation required to be signed prior to commencing the services (such as a services contract or confidentiality agreement) and the cost for the services, including any GST payable (Offer). By making an Offer, the Specialist confirms that they are legally entitled to and capable of supplying the market research services described in the Offer.
Prior to accepting an Offer and/or prior to providing certain information to a Specialist, a Brand may request that the Specialist enter into a confidentiality agreement with respect to the Listing.
A Brand wishing to receive services from a Specialist who has submitted an Offer must accept the Offer through the Platform (Order) and make payments as set out in this Agreement and as set out on the Platform or the Offer.
Once a Specialist has sent an Offer and/or a Brand has sent a Request, the Specialist and Brand can communicate privately using our private messaging service. Each time a Platform user receives a message from the Platform messaging service, a notification may be sent to the user via their currently active communication channel. The Specialist and Brand are not permitted to communicate outside of the Platform in relation to the services until the initial payment with respect to the Project Fees (Deposit) has been paid. Once the Deposit has been paid, the Specialist and the Brand may continue to communicate using the Platform, or communicate with one another using their contact details.
An Order may set out milestone goals for the completion of certain elements of the services (Milestones). Once a Specialist has provided the services in accordance with a particular Milestone, the Specialist and the Brand must provide notice that the Milestone is complete by using the Platform functionality (Completed Milestone).
Once a Specialist has provided the services requested by a Brand (including the completion of all Milestones if applicable), the Specialist and the Brand must provide notice that the Order is complete by using the Platform functionality (Completed Order).
You understand and agree that the Platform is an online introductory platform only, and that our responsibilities are limited to facilitating the user functionality and availability of the Platform.
We are not a party to any agreement entered into between a Specialist and a Brand. We have no control over the conduct of Specialists, Brands or any other users of the Platform.
We accept no liability for any aspect of the Brand and Specialist interaction, including but not limited to the description of services offered, the performance of services and the delivery of goods. We are not obliged to assist or involve ourselves in any way in any dispute between a Brand and a Specialist.
Registration and Profiles
You can browse and view the Platform as an unregistered user of the Platform. You must register on the Platform and create an account (Account) to access some features on the Platform.
You may only have 1 Account as a Specialist and 1 Account as a Brand on the Platform.
You must provide basic information when registering for an Account including name, company details, email address, and LinkedIn profile and you must choose a password.
If you are a Specialist, we will review your request for an Account before approving the request. We may request additional information, including evidence of any public liability insurance and details of your technical expertise. If you do not provide us with information we reasonably request, we may refuse to create an Account for you. If you provide us with any information which indicates you are not a fit and proper person to be provided with an Account, we may refuse to provide you with an Account, in our sole discretion.
Your Account is personal and you must not transfer it to others, except with our written permission.
You must provide accurate, current and complete information during the registration process and you must update such information to keep it accurate, current and complete.
You are responsible for keeping your Account details and your password confidential and you will be liable for all activity on your Account, including purchases made using your Account details, whether or not you authorised such activities or actions.
You will immediately notify us of any unauthorised use of your Account.
At our sole discretion, we may refuse to allow any person to register or create an Account.
Fees and Payments
(a)It is free to register an Account on the Platform. There is no charge for a Brand to create a Listing, or for other users to review content on the Platform, including Listings.
(b)A Brand must pay the relevant fees set out in the Order (Project Fees) in accordance with the payment terms set out in the Order or otherwise on the Platform.
(c)In consideration for providing the Platform, we will charge the service fees as set out on the Platform (Service Fee). Our Service Fee is non-refundable and will be included in the Project Fees.
(d)Upon a Completed Milestone and/or a Completed Order, the relevant portion Project Fees will be paid to the Specialist after deduction of our Service Fee.
(e)We set out a number of payment methods on the Platform including our third party payment processor, currently Stripe. The payment method you choose may be subject to additional terms and conditions imposed by the applicable third party payment processor. Please review these terms and conditions before using your selected payment method.
(f)For Specialists, we may set out a number of methods on the Platform to enable you to be paid the Project Fees. The method you select may affect how quickly you receive any payment from us.
Limited Payment Collection Agent
Each Specialist appoints us as the Specialist’s limited payment collection agent solely for the purpose of accepting the Project Fees from the Brand.
Specialists agree that payment of Project Fees by a Brand to us (as the Services Specialist’s limited payment collection agent) is to be considered the same as payment made directly by the Brand to the Specialist and the Specialist will provide the purchased services to the Brand as agreed, as if the Specialist had received payment directly from the Brand.
Each Specialist agrees that we may refund Brands in accordance with this Agreement. Each Specialist agrees that our obligation to pay the Specialist is subject to and conditional upon successful receipt of the relevant payments from Brands.
We guarantee payment to Specialists only for such amounts that we have successfully received from Brands in accordance with this Agreement. In accepting appointment as the limited payment collection agent of the Specialist, we assume no liability for acts or omissions of the Specialist.
In the event that we do not remit Project Fees (excluding the Service Fees) as set out in the Payment clause above, Specialists will only have recourse against us and not the Brand directly.
Refund and Cancellation Policy
(a)The cancellation, variation or refund of any services ordered on this Platform is a matter between the relevant Brand and Specialist, subject to the following clauses (b) to (d).
(b)If (1) Brand and Specialist mutually agree to cancel an Order; or (2) following reasonable attempts by a Brand to contact a Specialist for the Specialist to fulfil the Order, the Order is cancelled; and (3) we are satisfied that the Project Fees should be returned to the Brand, we will return the Project Fees (after deducting the Service Fee) to the Brand, provided that the Project Fees have not yet been paid to the Specialist.
(c)If, for any reason, Project Fees cannot be transferred to a Specialist, including if the Specialist does not provide accurate payment details, or returned to the Brand (as the case may be), or no claim is otherwise made for the Project Fees, the Project Fees will remain with us or our third party payment processor until paid or otherwise for up to three months from the date the Project Fees was originally paid by the Brand.
(d)Following the three months outlined in clause (c) and provided there is still no dispute in respect of the Project Fees, the Project Fees will be automatically credited to the Brand.
Licence to use our Platform
We grant you a non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform in accordance with this Agreement. All other uses are prohibited without our prior written consent.
You must not do, or attempt to do, anything that is unlawful; anything prohibited by any laws which apply to our Platform or which apply to you or your use of our Platform; anything which we would consider inappropriate; or anything which might bring us or our Platform into disrepute, including:
anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;
using our Platform to defame, harass, threaten, menace or offend any person;
interfering with any user using our Platform;
tampering with or modifying our Platform, knowingly transmitting viruses or other disabling features, or damaging or interfering with our Platform, including using trojan horses, viruses or piracy or programming routines that may damage or interfere with our Platform;
anything that might violate any local, state, national or other law or regulation or any order of a court, including privacy regulations;
using our Platform to find a Brand or Specialist and then completing an Order or transaction independent of our Platform in order to circumvent the obligation to pay any fees related to our provision of the Platform;
as a Specialist, offering any services that you do not intend to honour or cannot provide;
as a Brand, making any offers to Specialists that you do not intend to offer;
using our Platform to send unsolicited email messages; or
facilitating or assisting a third party to do any of the above acts.
Exclusion of competitors
You are prohibited from using our Platform, including the information and materials available on it (Content), in any way that competes with our business. If you breach this term, we will hold you responsible for any loss, damage or expense, howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent (Liability) we suffer, and hold you accountable for any profits that you may make from non-permitted use.
The Content is not comprehensive and is for general information purposes only. It does not take into account your specific needs, objectives or circumstances, and is not advice. While we use reasonable attempts to ensure the accuracy and completeness of the Content, we make no representation or warranty regarding it, to the extent permitted by law. The Content is subject to change without notice. However, we do not undertake to keep our Platform up-to-date and we are not liable if any Content is inaccurate or out-of-date.
Intellectual Property rights
Unless otherwise indicated, we own or licence all rights, title and interest (including intellectual property rights) in our Platform and all of the Content. Your use of our Platform and your use of and access to any Content does not grant or transfer to you any rights, title or interest in relation to our Platform or the Content.
You must not, without the prior written consent of ourselves or the owner of the Content (as applicable):
(a)copy or use, in whole or in part, any Content;
(b)reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Content to any third party; or
(c)breach any intellectual property rights connected with our Platform, including by:
(1)altering or modifying any of the Content;
(2)causing any of the Content to be framed or embedded in another website; or
(3)creating derivative works from the Content.
You may be permitted to post, upload, publish, submit or transmit relevant information and content, including project briefs and related documentation (User Content) on our Platform. By making available any User Content on or through our Platform, you grant to us a worldwide, non-exclusive, transferable, royalty-free licence to use, view, distribute and communicate the User Content on, through, or by means of our Platform.
You agree that you are solely responsible for all User Content that you make available on or through our Platform. You represent and warrant that:
(a)you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content as contemplated by this Agreement; and
(b)neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
We do not endorse or approve and are not responsible for any User Content. We may, at any time at our sole discretion, remove any User Content.
Third party sites: Our Platform may contain links to websites operated by third parties. Unless expressly stated otherwise, we do not control, endorse or approve and are not responsible for the content on those websites. You should make your own investigations with respect to the suitability of those websites.
Discontinuance: We may, at any time and without notice to you, discontinue our Platform, in whole or in part. We may also exclude any person from using our Platform, at any time at our sole discretion. We are not responsible for any Liability you may suffer arising from or in connection with any such discontinuance or exclusion.
Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection Laws and regulations may confer you with rights, warranties, guarantees and remedies relating to our provision of our services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in this Agreement attempts to exclude, restrict or modify your Statutory Rights as a consumer under the ACL. Any and all other warranties or conditions which are not guaranteed by the ACL are expressly excluded where permitted, except to the extent such warranties and conditions are fully expressed in this Agreement.
To the extent permitted by law, we make no representations or warranties about our Platform, the Content, Specialists, Brands, market research services or Listings including that:
(a)they are complete, accurate, reliable, up-to-date and suitable for any particular purpose;
(b)access will be uninterrupted, error-free and free from viruses;
(c)our Platform will be secure;
(d)market research services will be requested by Brands or that Brands will find desirable providers of market research; or
(e)market research services are of a particular standard of workmanship or meet the Listing description.
You read, use, and act on our Platform and the Content at your own risk.
Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:
(a)your acts or omissions;
(b)any use or application of the Platform by a person other than you, or other than as reasonably contemplated by this Agreement;
(c)any works, services, goods, materials or items which do not form part of the Platform, or which have not been provided by us;
(d)any defect, error, omission or lack of functionality or suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Platform, the Brands or the Specialists;
(e)the Platform being unavailable, or any delay in us providing our services to you, for whatever reason; and/or
(f)any event outside of our reasonable control.
This clause will survive the termination or expiry of this Agreement.
Limitations on Liability
Despite anything to the contrary, to the maximum extent permitted by law:
(a)our maximum aggregate Liability arising from or in connection with this Agreement will be limited to us resupplying our services to you or, in our sole discretion, to us repaying you the amount of the Service Fees paid by you to us in respect of the supply of the relevant services to which the Liability relates; and
(b)we will not be liable to you for any loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data,
whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
This clause will survive the termination or expiry of this Agreement.
Warranties and Indemnities
(a)You represent, warrant and agree that:
(1)you have full legal capacity, right, authority and power to enter into this Agreement, to perform your obligations under this Agreement, and to carry on your business;
(2)this Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its terms; and
(3)if you are a Specialist, you hold all qualifications, certifications, permits, approvals, licences, accreditations, visas and other things required to perform the services.
(b)You acknowledge and agree that:
(1)you use the Platform or our services at your own risk; and
(2)the provision of the Platform or our services may be contingent on, or impacted by, third parties, suppliers or other subcontractors (Third Party Inputs), and despite anything to the contrary, the maximum extent permitted by law, we will not be responsible and will have no Liability for any default or breach of this Agreement or any law if such default or breach was caused or contributed to by any Third Party Inputs.
(c)You agree that, to the maximum extent permitted by law, this Agreement exclude all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in this Agreement.
(d)Indemnity: To the maximum extent permitted by law, you must indemnify us, and hold us harmless, against any Liability suffered by us arising from or in connection with your use of our Platform or any breach of this Agreement or any applicable laws by you. This indemnity is a continuing obligation, independent from the other obligations under this Agreement, and continues after this Agreement end. It is not necessary for us to suffer or incur any Liability before enforcing a right of indemnity under this Agreement.
(e)This clause will survive the termination or expiry of this Agreement.
(a)You may cancel your Account and terminate this Agreement at any time via the “Cancel Account” feature (or similar) on our Platform or by sending us an email to the address set out on the Platform. If you cancel or deactivate your Account as a Specialist, any Orders will be automatically cancelled and your Brands will receive a full refund. If you cancel or deactivate your Account as a Brand, any Orders will be automatically cancelled and no refunds will be made upon cancellation.
(b)At our sole discretion, we may suspend your Account or terminate this Agreement immediately if (i) you breach any provision of this Agreement and that breach has not been remedied within 5 days of being notified by us; (ii) as a Specialist your Specialist Profile, Offers or services at any time fail to meet any applicable quality or eligibility criteria; or (iii) we have received complaints about you including due to repeated cancellations of Orders.
(c)If we suspend your Account or terminate this Agreement, we will cancel any existing Orders and in the case of a Specialist breach, refund the relevant Brands, and in the case of a Brand breach, you will lose any amounts paid.
(d)Disputes: We encourage Specialists and Brands to attempt to resolve disputes (including claims for returns or refunds) with other users directly. A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
Insurance: We recommend that Specialists obtain appropriate insurance for supplying their goods or services. If you are a Specialist and you obtain an insurance policy, please review any relevant insurance documentation carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy.
Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
Variation: We may modify this Agreement from time to time by email notice to you. By continuing to use the Platform after such modification or 30 days after notification (whichever date is earlier), you agree to the amended terms. If you do not agree to the modifications, you must terminate your Account and stop using the Platform.
Assignment: You must not assign or deal with the whole or any part of its rights or obligations under this Agreement without our prior written consent. We may without restriction assign, transfer or delegate the whole or any part of our rights and obligations under this Agreement with 30 days prior notice to you.
Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
Governing law: This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
For any questions and notices, please contact us at:
Exchange Insights Pty Ltd (ACN 630 531 912)
Last update: 22 March 2019
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