Date of latest revision: 23 November 2016
Saywhatnow Pty Ltd ACN 606 801 834 located at Suite 703, Level 7, 491 Kent Street, Sydney or our related bodies corporate ("we", "us", "our" or "Saywhatnow") operates a market research platform ("Platform") allowing marketing professionals, market researchers and marketing organisation or departments ("you" or "Insight Manager") to create insight research tasks or surveys ("Tasks") to be completed by individuals ("Participants") who have registered via an application ("Saywhatnow App") in return for the opportunity to earn rewards. You can only access the Platform as an Insight Manager, and create Tasks, by creating an account ("IM Account") via the Saywhatnow website on the Platform at http://www.saywhatnow.com.au.
1. Application of Terms
1.1 These terms apply to you, or the company or organisation on whose behalf an IM Account is created, as an Insight Manager. If you create an IM Account on behalf of a company or organisation, you warrant that you have the authority to bind that company or organisation to these terms.
1.2 By using or accessing the Platform, you agree to these terms. If you do not agree to these terms, you must not use or access the Platform.
1.3 We may modify these terms from time to time or make improvements and or changes to the Platform. We will send notifications of significant changes to these terms or the Platform to your IM Account. Each time you use the Platform you agree to these terms as varied at that time. If you do not agree to any changes to these terms or the Platform you must terminate your IM Account and stop using the Platform.
1.4 Insight Managers must ensure that any personnel who are permitted to access an IM Account in accordance with these terms, are aware of and comply with these terms. You are responsible for the actions of any personnel accessing the IM Account.
1.5 If you wish to complete Tasks as a Participant, you must download the Saywhatnow App and register a Participant Account and you will be bound by the Saywhatnow Participant Terms contract in a separate document.
2. IM Accounts
2.1 To be able to create Tasks as an Insight Manager, you must register for an IM Account and provide the required identification, contact, security and payment information when prompted.
2.2 Each person who accesses the Saywhatnow Platform must have separate account access information. Insight Managers may set up accounts to give employees or co-workers access to the Saywhatnow Platform. Each such person provided with access to an IM Account must be made aware of and comply with these terms.
2.3 You must keep identity and contact information up to date by updating your details through your IM Account.
2.4 You must safeguard your IM Account information, including username and passwords and must not allow your IM Account to be used by anyone other than you except as permitted by these terms.
2.5 From time to time we may offer premium accounts or subscriptions which may offer additional features, offers or discount pricing ("Premium Service"). The costs, features and any additional terms applying any Premium Service will be described on the Saywhatnow Platform or offered directly to specific clients.
3. Creating Tasks
3.1 The Task creation tools available on the Platform enable Insight Managers to create Tasks and to specify threshold criteria required for Participants to be eligible to complete those Tasks.
3.2 The available features of Tasks and the type of Tasks that may be created using the Platform may be amended from time to time and will be described on the Platform.
3.3 When creating Tasks, you must supply all information required by the Task creation tools on the Platform, which may include the criteria Participants must satisfy to be eligible to carry out the Task, a description of the Task or survey questions, the maximum number of Participants to be permitted to complete the Task, the time and date by which the Task must be commenced and/or completed, and whether Task responses need to be approved by using any moderation or review services we may offer from time to time.
3.4 When creating Tasks you must comply with all applicable laws and with any policies or instructions contained or referred to in the Task creation tools or which are made available via the Platform.
3.5 The Task creation tools may allow you to send Tasks to a limited number of persons at specific email addresses for testing and feed-back purposes. The number of people to whom Tasks may be sent for testing and feed-back will be limited to the number allowed via the Task creation tools.
3.6 Once you have designed a Task, you may submit it to us to obtain a quote for the maximum fees that will be charged for running Task. You must accept the quote before the Task run is commenced.
4. Task Runs
4.1 Once you have accepted our quote and confirmed that you wish to proceed with a Task run, we will attempt to notify Participants who meet the specified Participant criteria that they may carry out the Task subject to that Participant meeting any additional criteria set for the Task.
4.2 We will store the Participants' responses to Tasks. A Task will be deemed to be complete when the Participant has submitted all the required responses to a Task within the allowed time and the responses have been approved by any moderation or review service we may offer from time to time if the requirement for such approval is specified by you when created the Task.
4.3 If you have specified that the Task responses are to be subject to any moderation or review service we may offer from time to time, the responses will be moderated or reviewed at a high level in accordance with the description of the moderation or review services on our Platform. We do not warrant that the moderated or reviewed Task responses will be true, correct, not misleading or that they will not infringe any laws or the intellectual property rights or other rights of third parties.
4.5 The Task run will be deemed complete and we will stop providing Task notifications to Participants when: (a) the maximum number of completed Task responses specified by you when creating the Task have been reached; (b) the maximum time for completing the Task run specified by you when creating the Task has passed; (c) there are no more Participants that meet the threshold criteria; or (d) you or we cancel a Task run as permitted by these terms.
4.6 You may request that we withdraw or cancel a Task run by providing notice to us. Upon receiving a request to withdraw or cancel a Task we will terminate the Task run and cease sending Task notifications to Participants as soon as practicable.
4.7 We may withdraw or cancel a Task run for any reason including without limitation if we consider that the Task does not comply with the these terms or if we consider it necessary to protect the reputation, security or integrity of the Platform.
4.8 You are liable to pay us for any Tasks that were completed by Participants before the Task was withdrawn or cancelled by us in accordance with clause 4.6 or 4.7.
4.9 We will only provide you with access to the data and Task responses from completed Tasks once you have paid the relevant fees for the Task run in accordance with clause 5, unless otherwise agreed by us.
5. Payment and Invoicing
5.1 Unless otherwise agreed by us, you must provide payment card details or details of another payment facility nominated by us before a Task run is commenced.
5.2 If you subscribe to a Premium Service you may be required to provide payment card details or details of another payment facility nominated by us before the Premium Service is activated so that any applicable monthly or other recurring fees and non-recurring fees (such as fees for individual Task runs) may be debited.
5.3 Payment card details are held securely by our third payment provider which may be changed from time to time.
5.4 When you accept a quote to confirm the running a Task, we may process an authorisation for the full amount of the quote prior to commencing the Task run, however we will only debit your payment facility for the amount actually incurred once the Task run has completed. If the authorisation is not successful we will not commence the Task run.
5.5 Once a Task run is complete, we will send you an invoice setting out the final fees for the Task run and debit that amount using the payment facility details you provided. The final fees charged for the Task run will be less than or equal to the quoted amount and will depend on the number of Participants that completed the Task and whether any other services were provided.
5.6 At our absolute discretion, we may agree to provide credit on terms agreed by us and invoice you for the amounts due under these terms.
5.7 If we agree to provide credit, we will send invoices to the nominated email address. The invoice will include directions for payment and the payment due date. You must pay the amounts by the date specified on the invoice.
5.8 If you fail to pay the invoice by the invoice due date we may do some or all of the following:
(a) suspend or terminate the IM Account;
(b) withhold data from Task responses until the outstanding amounts are paid in full;
(c) remove your right to credit for future Task runs and require that payment for all future Task runs are made using the payment card method described above; and/or
(d) charge interest on any overdue amounts at the rate of 2% above the Reserve Bank of Australia’s ‘cash rate target’ and charge you for the reasonable costs of recovering any overdue amounts.
6. Termination and Suspension
6.1 You may terminate your IM Account at any time. If you terminate your IM Account without first retrieving your data and Task responses, that data will be lost.
6.2 We may suspend or terminate your IM Account at any time if we believe it is required to protect the integrity or security of the Platform, you have not accessed or used your IM Account or set a Task for a period of 90 days, or if, in our reasonable opinion, you have breached these terms or misused your IM Account, including by creating Tasks that do not comply with these terms or our instructions and policies. If we terminate your IM Account in accordance with this clause your data and Task responses may be deleted from our Platform and you will not be able to retrieve them.
6.3 We may terminate your IM Account at any time at our sole discretion by providing notice to you. If we terminate your IM Account in accordance with this clause 6 you will have one month to download your data and Task responses. If you fail to retrieve data and Task responses in that time, it may be deleted from our Platform and you will not be able to retrieve it.
7. Offers and Competitions
7.1. You may offer rewards or make other offers to Participants other than reward dollars, offer entry into competitions to Participants, carry out other promotional activities or provide links to your or any third party's website only with our prior written consent.
7.2. Any consent we provide to carry out any of the above activities may be subject to additional terms and conditions and you are responsible for complying with all laws, including without limitation complying with Australian Consumer Laws, competition and advertising laws, obtaining any relevant permits, licences or permissions and providing all relevant terms and conditions to Participants.
8.2 We may send you messages, including by SMS and email, regarding the use and administration of the Platform. We, our partners and service providers may also send you information from time to time about other services or products that you may be interested in. If you do not wish to receive such messages, please use the unsubscribe facility included in such messages.
8.3 We take the privacy of our Participants seriously. The responses you receive to Tasks are intended to be anonymous. Although we hold identifying information and carry out verification procedures to identify Participants, we will not provide you with any identifying or personal information of any Participants.
8.4 You must not set Tasks or set survey questions aimed at collecting or otherwise soliciting information that can be reasonably used to identify any Participant, or solicit any personal or contact information including the Participant's name, email address, telephone number or other contact details unless we provide our prior written consent.
8.5 If any Participant provides you with unsolicited personal information in response to a Task or by any other means you must as soon as practicable destroy the information or ensure that the information is de-identified.
8.6 If we provide our prior written consent for you to collect personal information from a Participant or any other person, you are responsible for complying with all laws relating to that information including the Privacy Act 1988 and the Spam Act 2003, and you must comply with any requirement to notify individuals how the personal information will be collected, used or disclosed by you and obtain any required consents.
9. Restrictions on use
9.1 The content and information available via the Platform is proprietary to us or our suppliers and providers.
9.2 You must not modify, copy, distribute, transmit, display, perform, reproduce, publish, licence, create derivative works from, transfer, or sell or re-sell any information or content obtained by using the Platform.
9.3 In addition, you must not:
(i) use the Platform or its contents for any commercial purpose except as permitted by these terms;
(ii) use another person's or organisation's name, identification or password or use the Platform while impersonating another person or cause or permit any other person to engage in any such activities;
(iii) use any device, software or routine to interfere or attempt to interfere with the proper working of the Saywhatnow App or the Platform;
(iv) access, monitor or copy the Saywhatnow App or the Platform or any content or information on the Saywhatnow App or the Platform using any robot, spider, scraper, program, algorithm or other automated means or any manual process for any purpose;
(v) bypass or circumvent any measures employed by Saywhatnow to prevent or limit access to the Platform;
(vi) take any action that imposes, or may impose, in the discretion of Saywhatnow, an unreasonable or disproportionately large load on our infrastructure;
(vii) provide any information which is unlawful, threatening, defamatory, obscene or indecent or any material that could constitute conduct that would be considered a criminal offence, give rise to civil liability, or otherwise violate any law, regulation or rule that may apply from time to time or which infringes a third party's intellectual property rights or other rights;
(viii) deep-link to any portion of our Platform for any purpose without our express written permission; or
(ix) "frame", "mirror" or otherwise incorporate any part of the Saywhatnow App or the Platform into any other website or deep-link to any portion of the Platform without our prior written authorisation.
10. Third parties
10.1 Third parties may impose terms and conditions in addition to these terms.
10.2 We will advise you of these additional terms and conditions where the relevant third party provides them to us. Please read such additional terms and conditions carefully. You agree to abide by the terms and conditions imposed by any such third party with whom you elect to deal, including without limitation compliance with the relevant third party's rules and restrictions regarding availability and use of products or services.
10.3 We do not operate or control the third party products and services displayed on the Platform.
10.4 Any opinions, advice, statements, services, offers or other information contained in third party material is the responsibility of the respective author(s), distributor(s) or providers of that third party material.
10.5 Any links to third party web sites or material from the Platform are provided solely as a convenience to you. We make no representation as to the intellectual property rights, accuracy, adequacy, currency, suitability, completeness or legality of any material available on the linked third party web sites or material. The presence of such links or third party material should not be taken to imply any type of association, sponsorship, endorsement, monitoring, approval of, or responsibility for, the linked third party web site or material.
11. Information and Intellectual property rights
11.1 You warrant that any information you submit to the Platform, including without limitation your identity, contact and security information you submit to create an IM Account and information that you submit to create a Task is and will be true, accurate, not misleading, current and complete in all respects and will not infringe the intellectual property rights or other rights of third parties.
11.2 We, our licensors or third parties own and retain the copyright, trade mark rights and other intellectual property rights in the materials found on the Platform including without limitation web pages, logos, software, documents, text, designs, graphics, audio and video.
11.3 Your use of the material is governed by these terms. We grant to you a personal, nonexclusive, revocable and non-transferable licence to access and use the Saywhatnow Platform for use in accordance with these terms and for no other purpose.
11.4 You will retain intellectual property rights in any material you provide to create Tasks. You provide us and each Participant with a licence to use the materials for the purpose of us providing the services in accordance with these terms and for the purpose of the Participant carrying out Tasks.
11.5 The right to access and use Task responses will be assigned to you on full payment of the relevant fees to us for that Task run. You may use the Task responses only for purposes reasonably related to market research.
11.6 We do not warrant that your receipt and use of Task responses provide by Participants will not infringe the intellectual property rights or other rights of any third party or that it will not breach any laws. You indemnify us against any third party claims that arise from your receipt and/or use of the Task responses.
11.7 Unless otherwise set out in these terms, Task responses, including videos, photographs and other media will remain accessible through your IM Account for at least 60 days after a Task run has completed. After 60 days we may delete the Task response information from your IM Account and you will not be able to retrieve it. You are responsible for downloading and separately storing that material before that time.
11.8 Data and Task responses removed from your IM Account may be stored by us in accordance with our back-up policy. We are not required to provide you with access the data or Task responses that have been removed from your IM Account even if the information is still stored in accordance with our back-up policy.
12. Limitation of Liability
12.1 Except for liability in relation to a breach of any implied condition, warranty or guarantee, including under the Australian Consumer Law and the Competition and Consumer Act 2010 (Cth), the exclusion of which from a contract would contravene any statute or cause any part of these terms to be void ("Non-excludable Condition"), to the extent permitted by law, Saywhatnow, its related bodies corporate, officers, agents and employees specifically disclaim all liability for any loss or damage (actual, special, direct, indirect and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (including, without limitation, loss or damage relating to any inaccuracy of information provided, or the lack of fitness for purpose of any goods or service supplied), arising out of or in any way connected with the use of the Platform.
12.2 Except for liability in relation to a breach of any Non-excludable Condition, Saywhatnow's liability to any you for any liability not otherwise excluded or limited by these terms is limited to $100.
12.3 Saywhatnow's liability to you for a breach of any Non-excludable Condition (other than a Non-excludable Condition that by law cannot be limited) is limited, at our option to any one of resupplying, replacing or repairing, or paying the cost of resupplying, replacing or repairing goods in respect of which the breach occurred, or supplying again or paying the cost of supplying again, services in respect of which the breach occurred.
12.4 You indemnify and must keep indemnified Saywhatnow against any claims losses, damages, fines, penalties brought by third parties as a result of your breach of these terms, any law or the rights of a third party.
13.1 Except for liability in relation to any Non-excludable Condition, the Saywhatnow App and the Platform are provided on an "as is" basis, and without any warranty or condition, express or implied, except as specifically set out in these terms.
13.2 Except for liability in relation to any Non-excludable Condition, Saywhatnow makes no guarantee about the availability of the Saywhatnow App or the Platform.
13.3 To the extent permitted by law, Saywhatnow is not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of any third parties or any damages or expenses resulting.
14. Complaints or disputes
14.1 If you have a complaint about the Platform please contact us at by email at email@example.com or by telephone at +61 (02) 8267 2999.
14.2 These terms are governed by the laws of New South Wales, Australia. You hereby consent to the exclusive jurisdiction of New South Wales courts in all disputes arising out of or relating to the use of the Platform.
15.1 Saywhatnow may, assign, novate, convey, subcontract or delegate rights, duties or obligations under these terms.
15.2 You may only assign, novate, convey, subcontract or delegate rights, duties or obligations under these terms with our prior written consent.
15.3 If any part of these terms is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.
15.4 The failure or delay of a party in enforcing any provision of the terms at any time does not waive that party's right to enforce them or any other term in the future.
15.5 These terms set out the entire understanding and agreement between you and Saywhatnow with respect to its subject matter.