[vc_row type=”full-width-content”][vc_column][vc_custom_heading text=”Snooper for business: terms and conditions of use” font_container=”tag:h1|text_align:center” use_theme_fonts=”yes”][/vc_column][/vc_row][vc_row][vc_column][vc_column_text]1 About the Platform
1.1 Thank you for using the Snooper App Platform (the “Platform”), an online, android and iOS based platform that allows the posting of short term secret shopper checkpoints (the “Missions”), set out at www.snooper-app.com (the “Website”), between:
(a) business and corporate users of the Platform who need the Missions completed (the “Clients”); and
(b) individuals who would like to undertake the Missions and receive payment for the same (the “Shoppers”).
(collectively referred to as the “Services”)
1.2 The Platform is operated by Insight Quest Pty Ltd (ACN 609 592 010) t/as Snooper App (“Snooper”). Access to and use of the Platform, or any of its associated products, is provided by Snooper. Please read these terms and conditions (the “Terms”) carefully. By using, browsing and/or signing up for use of the Platform, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Platform immediately.
1.3 Snooper reserves the right to review and change any of the Terms by updating the online page at its sole discretion. When Snooper updates the Terms, it will use reasonable endeavours to provide you with notice of same. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.
2 Acceptance of the Terms
2.1 You accept the Terms by registering for the Services, clicking to accept or agree to the Terms where and if this option is made available to you by Snooper in the user interface of the Platform, or completing any purchase order provided to you by Snooper from time to time.
3 The Services
3.1 In order to access the Services, you are required to register for an account with Snooper (the “Account”). The Snooper team can also create the Account for you.
3.2 As part of the registration process, or as part of your continued use of the Services, you will be required to provide personal information about yourself (such as identification or contact details). You will also be requested to provide Snooper with:
(a) a designated user to act as the administrator/contact for the Account (where applicable);
(b) an email address
3.3 You agree that any registration information you give to Snooper will always be accurate, correct and up to date.
3.4 Once you have completed the registration process you will be a registered member (the “Member”) and agree to be bound by these Terms.
3.5 You may not use the Services and may not accept the Terms if:
(a) you are not of legal age to form a binding contract with Snooper; or
(b) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.
4 Your account obligations
4.1 As a Member, you agree to comply with the following:
(a) not to share your profile with any other person, unless approved by Snooper for internal sharing with your team;
(b) use the Services only for purposes that are permitted by:
(c) you have sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;
(d) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Snooper of any unauthorised use of your password or email address or any breach of security of which you have become aware;
(e) you must not expressly or impliedly impersonate another Member or use the profile or password of another Member at any time;
(f) you agree not to harass, impersonate, stalk, threaten another Member of the Platform;
(g) access and use of the Platform is limited, non-transferable and allows for the sole use of the Platform by you for the purposes of providing the Services;
(h) you will not use the Services or Platform for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Platform;
(i) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of the Services. Appropriate legal action will be taken by Snooper for any illegal or unauthorised use of the Platform; and
(j) you acknowledge and agree that any automated use of the Platform or its Services is prohibited.
5 Using the Services as a Client
5.1 As a Client, the Platform provides you with the opportunity to:
(a) engage Snooper to manage a campaign of Missions that Shoppers can complete (the “Campaign”), including:
(i) nominating the number of Missions that the Campaign is to cover; and
(ii) selecting the specific checkpoints that Shopper is to complete as part of the Campaign.
(b) pay the Snooper an agreed fee for the Campaign (the “Campaign Fee”), which is to be held by Snooper and distributed to the Shoppers as payment from the Client for completing the Mission (the “Mission Fee”).
5.2 You acknowledge and agree that the Campaign Fee must be transferred, in full to Snooper prior to the Mission being listed on the Platform, unless Snooper agrees to provide you the services on a credit basis.
6 Commission Fee and Refund Policy
6.1 You acknowledge that Snooper assists you in posting the Missions making up the Campaign, connecting you to the Shoppers and then engaging a Shopper to complete the Mission. By Snooper offering the Services to you, you agree that:
(a) you will transfer the Campaign Fee, in full, to Snooper prior to having the Missions posted on the Platform unless Snooper agrees to provide you the services on a credit basis.
(b) Snooper will hold the whole of the Campaign Fee until a Shopper has completed the relevant checkpoints, at which time the Mission Fee will be paid to the Shopper less a percentage commission, payable by you to Snooper as commission for the provision of the Services (the “Commission Fee”);
(c) The remaining percentage of the Mission Fee (the “Shopper Payment”) will be held on behalf of the Shopper by Snooper until such time as they choose to withdraw it, at which time the Shopper Payment will be transferred to the Shopper minus any merchant banking service charges incurred by Snooper in effecting the transfer.
6.2 You acknowledge and agree that Snooper only facilitates the introductions between the Client and the Shopper and is not liable, in any capacity, for the actions of the Shoppers once engaged. You further acknowledge and agree that Snooper is entitled to the Commission Fee irrespective of whether or not the Shopper completes the Mission to a satisfactory standard, or at all, once engaged by the Client.
6.3 If, for whatever reason, you are unsatisfied with the Services or believe you may be entitled to a refund with respect to the Commission Fee paid by you, then please contact Snooper by sending an email to firstname.lastname@example.org outlining why you believe you are entitled to a refund of the Subscription Fee so we are able to determine if same should occur. Any refunds granted will be at Snooper’s absolute discretion.
7 Using the Services on Credit
7.1 Snooper may, at its sole discretion, agree to provide you the services on a credit basis, with payment of the Campaign Fee within an agreed period of time, where this arrangement is reflected in the Purchase Order or otherwise recorded in writing to the satisfaction of Snooper (the “Credit Arrangement”).
7.2 For the avoidance of doubt, where you are provided with a Credit Arrangement, you warrant that you will pay the Campaign Fee in line with the time frame set out in the Purchase Order and, where you fail to do so, you will be immediately liable for a penalty fee in the amount of the full Campaign Fee.
7.3 This clause 7 act as a bar to any defence of Snooper enforcing the penalty fee referred to in clause 7.2 above.
8 Engagement of the Shopper
8.1 You acknowledge and agree that, in engaging a Shopper to perform a Mission, the Shopper will be engaged as an Independent Contractor.
9 Copyright and Intellectual Property
9.1 The Platform, the Services and all of the related products of Snooper are subject to copyright. The material on the Platform is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the content and compilation of the Platform (including but not limited to text, graphics, logos, button icons, video images, audio clips, Platform, code, scripts, trackers, solutions, reports, commercial proposals, design elements and interactive features) (the “Content”) are owned or controlled for these purposes, and are reserved by Snooper or its contributors.
9.2 All trademarks, service marks and trade names are owned, registered and/or licensed by Snooper, who grants to you a worldwide, non-exclusive, royalty-free, irrevocable license whilst you are a member to:
(a) download the Platform to a device via a web browser;
(b) use the Platform pursuant to the Terms;
(c) print pages from the Platform for your own personal and non-commercial use.
Snooper does not grant you any other rights whatsoever in relation to the Platform or the material on the Platform. All other rights are expressly reserved by Snooper.
9.3 Snooper retains all rights, title and interest in and to the Platform and all related content. Nothing you do on or in relation to the Platform will transfer any:
(a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
(b) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
(c) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process),
9.4 You may not, without the prior written permission of Snooper and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Content or third party content for any purpose. This prohibition does not extend to materials on the Platform which are freely available for re-use or are in the public domain.
9.5 If you broadcast, publish, upload, transmit, post or distribute any content on the Platform (“Your Content”), then you grant to Snooper a non-exclusive, transferrable, perpetual, royalty-free, irrevocable, worldwide licence to broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change Your Content.
9.6 In the absence of a written counter-notice, you grant to Snooper the right to cite your company as referral and use your company name and logo for commercial and promotional purpose on its platform (www.snooper-app.com), during events, fairs and conferences.
10 General Disclaimer
10.1 Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
10.2 Subject to this clause 9, and to the extent permitted by law:
(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
(b) Snooper we will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
10.3 Use of the Platform and the Services is at your own risk. Everything in relation to the Platform and the Services are provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors, third party content providers or licensors of Snooper make any express or implied representation or warranty about its Content or any products or Services (including the products or services of Snooper) referred to on the Platform. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
(b) the accuracy, suitability or currency of any information on the Platform, the Service, or any of its Content related products (including third party material and advertisements on the Platform);
(c) costs incurred as a result of you using the Platform, the Services or any of the products of Snooper;
(d) the Content or operation in respect to links which are provided for your convenience;
(e) any failure to complete a transaction, or any loss arising from e-commerce transacted on the Platform; or
(f) any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.
11 Limitation of liability
11.1 Snooper’s total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
11.2 You expressly understand and agree that Snooper, its affiliates, employees, agents, contributors, third party content providers and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
11.3 Snooper is not responsible or liable in any manner for any content posted on the Platform or in connection with the Services, whether posted by Snooper or by Shoppers or any other third parties.
11.4 Snooper does not control and is not responsible for the behaviours and actions of its members, their comments, posts or information that they upload. Accordingly, Snooper is not responsible for any offensive, inappropriate, obscene or unlawful content or actions that you may encounter on the Platform or in connection with your use of the Services.
12 Termination of Contract
12.1 The Terms will continue to apply until the Campaign End Date set out in any purchase order (where applicable) or where terminated by either you or Snooper as set out below.
12.2 If you want to terminate the Terms, you may do so by:
(a) notifying Snooper at any time; and
(b) closing your accounts for all of the services which you use, where Snooper has made this option available to you.
Your notice should be sent, in writing, to Snooper at email@example.com.
12.3 Please note that if you terminate the Terms prior to the completion of the Campaign, the Campaign Fee will be retained, in full, by Snooper. You agree that this is fair and reasonable in light of the damage suffered by Snooper for the early termination of the Terms.
12.4 Snooper may at any time, terminate the Terms with you if:
12.5 Subject to local applicable laws, Snooper reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Platform or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Snooper’s name or reputation or violates the rights of those of another party.
12.6 When the Terms come to an end, all of the legal rights, obligations and liabilities that you and Snooper have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.
13.1 You agree to indemnify Snooper, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your Content;
(b) any direct or indirect consequences of you accessing, using or transacting on the Platform or attempts to do so; and/or
(c) any breach of the Terms.
14 Dispute Resolution
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sort).
A party to the Terms claiming a dispute (“Dispute”) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
On receipt of that notice (“Notice”) by that other party, the parties to the Terms (“Parties”) must:
(a) Within seven (7) days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
(b) If for any reason whatsoever, twenty-one (21) days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Law Society of New South Wales or his or her nominee;
(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
(d) The mediation will be held in Sydney, Australia.
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.
14.5 Termination of Mediation:
If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
15 Venue and Jurisdiction
The Services offered by Snooper are intended to be viewed by residents of Australia and New Zealand. In the event of any dispute arising out of or in relation to the Platform, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.
Unless otherwise stated, all amounts, including out of pocket expenses, expressed and described on or in connection with these Terms, are listed in Australian Dollars (AUD) and are GST exclusive. GST is only applicable to subscribers situated in Australia and New Zealand.
17 Governing Law
This agreement is governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to this agreement and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. This agreement shall be binding to the benefit of the parties hereto and their successors and assigns.
18 Independent Legal Advice
Both parties confirm and declare that the provisions of this agreement are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.