You indicate your agreement to these Terms by:
- clicking or tapping on a button indicating your acceptance of these Terms; - executing a document that incorporates these Terms; or - using the Services.
If you use the Services on behalf of an organisation, you will agree to these Terms on behalf of that organisation and you represent to us that you have the authority to do so. In such case, you and your will be deemed to refer to the organisation that you represent.
In addition to these Terms, certain country-specific terms may apply to you if you are located outside Australia. Amongst other things, you agree at all times to comply with applicable laws in your jurisdiction.
Who you are contracting with? Unless otherwise specified in relation to a particular service, the Services are provided by, and you are contracting with, Management Solutions Australia Pty Ltd ACN 110 083 817 trading as ‘Peoplogica’ or ‘MultiRater Surveys’. In these Terms, references to “MSA”, “we”, “us”, and “our” are references to Management Solutions Australia Pty Ltd of Level 15, 275 Alfred Street, North Sydney, New South Wales, 2060, Australia.
1. Services, Fees and Payments
1.1. The Services. We offer the Services described on this website. Some Services may be used for free, subject to subscribing for the use of the Service. Most Services may be used by paying for subscription fee for use as described in clause 1.3.
1.2. Fees for Services. You agree to pay us any fees for each Service you purchase in accordance with the pricing and payment terms as presented to you in the ‘Pricing’ page for that Service. Where applicable, you will be billed using the billing method you select through your account management page. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
1.3. Subscriptions. Most Services are subject to payment of a subscription fee (the Subscriptions). This means that you will be billed in advance on a recurring, periodic basis (each period being a billing cycle). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Unless you pay the fee for a Subscription, you will not be able to use the applicable Services. If you fail to pay for a Subscription when it is due, you will cease to be able to use the Services.
(a) If we (supplier) make a Taxable Supply to you (recipient) under or in connection with the Services and the consideration for that supply is not expressed to be inclusive of GST, the recipient must pay to the supplier an additional amount when it pays or provides that GST exclusive consideration, equal to the value of that GST exclusive consideration (without deduction or set-off), multiplied by the prevailing GST rate.
(b) If the amount of GST recovered by the supplier from the recipient under clause 1.4(a) differs from the amount of GST payable at law by the supplier in respect of the supply, it will adjust the amount payable by the recipient accordingly.
(c) If you or we are required under this agreement to indemnify another party, or to make a reimbursement or contribution to another party, for any cost, loss or expense and that other party is entitled to claim an Input Tax Credit on an acquisition in relation to that indemnity, reimbursement or contribution, the amount the party is required to pay is: (i) reduced by the amount of that Input Tax Credit; but (b) increased by any GST payable by that other party in respect of the indemnity, reimbursement or contribution.
(d) Terms used in this clause have the meanings given to them in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
1.5. Taxes Generally.
(a) You will pay the fees for our Services upon being issued with an invoice. You will pay these fees in full free of any deduction or withholding, whether on account of tax, by way of set-off or otherwise including value added tax, goods and services tax, or any indirect taxes in your country. You must pay all taxes that we invoice you for the Services, unless you can show documentation satisfactory to us that you are exempt at law.
(b) If our Services are subject to value added tax, goods and services tax (other than under clause 1.4), or any indirect taxes in the place where you reside or access the Services (Indirect Taxes), these taxes will be added to the price charged. While we will use best endeavours for the Indirect Taxes to be separately stated on the invoice we reserve the right to subsequently charge you an additional amount on account of such Indirect Taxes.
(c) We will not provide advance notice of changes to taxes except as required by applicable law.
1.6. Price Changes.
(a) Subject to paragraph (b), MSA may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription.
(b) We will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.
2. Account Management
2.1. Keep Your Password Secure. If you have been issued an account by MSA in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You are solely responsible for any activity occurring in your account (other than activity that MSA is directly responsible for which is not performed in accordance with your instructions), whether or not you authorised that activity. If you become aware of any unauthorised access to your account, you must notify us immediately. Accounts must not be shared and may only be used by one individual per User registration.
2.2. Keep Your Details Accurate. MSA occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. An account is deemed to be controlled by the entity whose email address is registered with the account.
2.3. Remember to Backup. MSA regularly backs up data that relates to your use of this site (and usually stores this data for at least 30 days), but MSA provides no representation, warranty or guarantee that your Content will be backed up or stored for any period of time. As such, you are solely responsible for maintaining, protecting, and making backups of your Content. To the maximum extent permitted by applicable laws, MSA will not be liable for any failure to store, or for loss or corruption of, your Content.
2.4. Account Inactivity. MSA reserves the right to terminate your account and delete any and all Content contained in it if the account becomes in-active (no paid subscription or payment) for over sixty (60) days. However, if practicable, we will attempt to warn you by email before terminating your account to provide you with an opportunity to renew your account Subscription, or for you to purchase a Data Retention Plan Subscription, so that it remains active.
4. Your Content
4.1. You Retain Ownership of Your Content. You retain ownership of all of your intellectual property rights in your Content. MSA does not and will not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content, except for the limited rights needed for us to provide the Services and as otherwise described in these Terms.
4.3. IP Claim. Any claim made by or against you for intellectual property right infringement (including copyright, trade mark and design infringement) as a result of using the Services must be notified promptly and in writing to MSA. Where any person makes a claim for intellectual property right infringement in connection with the provision of Services, you acknowledge and agree that we may (if required) modify, limit, suspend or cancel the provision of Services in response to the claim.
5. MSA IP
5.1. MSA IP. Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content). These Terms do not grant you any right to use MSA’s trademarks, patents, brands or other intellectual property rights (other than when using the Services).
6. User Content
6.1. External Content. For the purpose of this clause, External Content means the content that is provided by others and that is not owned or provided by MSA. You must ensure that you have all the rights and permissions needed to use any and all External Content in connection with or through the Services.
6.2. Content Review. You acknowledge that, in order to ensure compliance with legal obligations, MSA may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates any applicable law or these Terms. Despite this clause 5.2, we have no obligation to monitor or review any content submitted to or through the Services.
6.3. Third Party Resources. MSA may publish links in its Services to internet websites maintained by third parties. We do not represent that we have reviewed such third party websites and we are not responsible for any content appearing on these websites or any damages caused by your use of these websites. Trademarks displayed in conjunction with the Services are the property of their respective owners.
7. User Requirements
7.1. Legal Status. None of the Services are intended for use by individuals aged less than 18 years old. If you are an individual and you are under 18 years of age or if you do not have the power to form a contract with MSA, you may not use the Services. We require that parents and guardians directly supervise any use of the Services by minors. If you are not an individual, you warrant that your legal form has been validly created and exists under the laws of your jurisdiction of formation, and that you have duly authorised your agent or representative to bind you to these Terms.
8. Acceptable Uses
8.1. Legal Compliance. You must use the Services in compliance with, and only as permitted by, all applicable laws.
8.2. Your Obligations. You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:
(a) You must not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
(b) You must not circumvent or attempt to circumvent any limitations that we impose on your account (such as by opening up a new account to conduct a survey that we have closed for a violation of these Terms).
(c) Unless you receive our prior written consent, you must not probe, scan, or test the vulnerability of our system or network.
(d) Unless permitted by applicable law, you must not deny others access to, or reverse engineer, the Services, or attempt to do so.
(e) You must not transmit (or allow to transmit) malicious programs (such as any viruses, worms or Trojans) into any of our system or network or into any other person’s network, systems, software or equipment through the use of the Services.
(f) You must not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. We will endeavour to notify you if we consider that you have engaged in any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to us.
(g) You must not use the Services (or allow the Services to be used) to infringe the intellectual property rights of others or to commit any unlawful activity.
(h) You must not use the Services (or allow the Services to be used) to engage in any form of harassment or discrimination.
(i) You must not use the Services (or allow the Services to be used) to send, display or be otherwise involved in material which is obscene or defamatory or which could be considered by a reasonable person to be offensive or abusive.
(j) You must not use the Services (or allow the Services to be used) to undertake unsolicited mass marketing activities.
(k) Unless you receive our prior written consent, you must not resell or lease the Services.
(l) If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless MSA has agreed with you otherwise. You must not use the Services in a way that would subject us to those industry-specific regulations without obtaining our prior written consent.
9. Suspension and Termination of Services
9.1. By You. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless:
(a) you are terminating your Subscription as a result of our breach of these Terms and have so notified us in writing, and we have, in fact, breached these Terms; or (b) a refund is required by any applicable law.
9.2. By MSA. MSA may limit, suspend, or stop providing the Services to you if you breach these Terms (such as a failure to pay fees when due), or if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services. MSA may also suspend providing the Services to you if we are investigating suspected misconduct by you. If we suspend or terminate the Services you receive, we will endeavour to give you reasonable prior written notice and an opportunity to export a copy of your Content from that Service. However, there may be time sensitive situations where MSA may decide that we need to take immediate action without notice. MSA has no obligation to retain your Content upon termination of any Service under this clause.
9.3. Further Measures. If MSA stops providing the Services to you because you repeatedly breach these Terms (including breaches committed under new or other accounts), we may take any measures we consider appropriate to prevent the further use of the Services by you, including by blocking your IP address(es).
10. Changes and Updates
10.1. Changes to Terms. MSA may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality.
We may provide notification of changes on our website or via email (as practicable). Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable laws may require us to obtain your consent to such changes, or to provide you with reasonable prior written notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service. If you continue to use the Services you will be deemed to have accepted to be bound by the updated Terms.
10.2. Changes to Services. MSA may change and / or improve the Services. MSA may add, alter, or remove functionality from a Service at any time without prior notice. We may also limit, suspend, or discontinue a Service at its discretion. If we decide to discontinue a Service, we will give you reasonable prior written notice to provide you with an opportunity to export a copy of your Content from that Service. You acknowledge and agree that we may remove content from the Services at any time in our sole discretion, although we will endeavour to notify you before we do that if it materially impacts you and if practicable under the circumstances.
11. Disclaimers and Limitations of Liability
11.1. Disclaimers. Except as expressly provided in these Terms and to the maximum extent permitted by applicable laws, the Services are provided “as is” and we do not make warranties of any kind (whether express, implied or statutory, including those of merchantability, fitness for a particular purpose and non-infringement) regarding the availability, reliability, or accuracy of the Services.
11.2. Exclusion of Certain Liability. To the maximum extent permitted by applicable laws, MSA, its affiliates, officers, employees, agents, suppliers, and licensors will not be liable for any indirect, consequential, special, incidental, punitive, or exemplary damages whatsoever, including damages for loss of profits, loss of revenue, loss of business, loss of opportunities, loss of goodwill, loss of likely savings, loss of use, or loss of data, arising out of or in connection with the Services and these Terms, and whether based on contract, tort (including negligence), strict liability, or any other legal theory.
11.3. Limitation of Liability. To the maximum extent permitted by applicable laws, for any liability which cannot lawfully be excluded, the aggregate liability of each of MSA, its affiliates, officers, employees, agents, suppliers, and licensors arising out of or in connection with the Services and these Terms will be limited to our choice of re-supplying, or paying the cost of re-supplying, the Services.
11.4. Consumers. We acknowledge that the laws of certain jurisdictions (including the Australian Consumer Law which is in Schedule 2 of the Competition and Consumer Act 2010 (Cth)) provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.
11.5. Indemnity. You indemnify and hold MSA and its affiliates, officers, agents, and employees harmless from any and all claims, demands, proceedings, liabilities, expenses, damages and costs (including legal costs on an indemnity basis) however arising, whether direct or indirect and whether actual or contingent:
(a) arising out of a third party claim, to the extent that the claim was caused, or contributed, by you; or
(b) that is in any way connected with or arises from your improper, unlawful, negligent or reckless use of the Services;
(c) if you breach these Terms; or (d) if you breach the intellectual property rights of any other person.
12. Governing law and jurisdiction
12.1. Governing Law. These Terms are governed by the laws of the State of New South Wales, Australia.
12.2. Jurisdiction. Except if prohibited by any applicable laws, each party submits to the exclusive jurisdiction of the courts of the State of New South Wales with respect to the subject matter of these Terms.
13. Other Terms
Assignment. You may not assign these Terms without MSA’s prior written consent, which may be withheld in MSA’s sole discretion. MSA may assign these Terms at any time without notice to you.
Entire Agreement. These Terms constitute the entire agreement between you and MSA, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.
Independent Contractors. The relationship between you and MSA is that of independent contractors, and not legal partners, employees, or agents of each other.
Interpretation. The use of the words “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.
No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
Severability. If any provision, or any part of a provision, of these Terms is held by a court or tribunal of competent jurisdiction to be invalid, unlawful, void, voidable, unenforceable or partly unenforceable, that provision or part of a provision is to be regarded as having been deleted from these Terms and these Terms otherwise remain in full force and effect.
Third Party Beneficiaries. There are no third party beneficiaries to these Terms, other than MSA’s affiliates, officers, agents, and employees. MSA holds its rights under these Terms for itself and for and on behalf of its affiliates, officers, agents, and employees.