Insync’s Terms and Conditions
The terms and conditions upon which Insync Surveys Pty Ltd (ABN 58 108 768 958) (“Insync”) shall provide you, the client (“Client”) with one or more surveys or other organisational research products, our advice or our consultancy services (“Services”) are as follows:
1. Service provider’s obligations
In providing the Services, Insync will:
1.1 provide access to the Services and provide any agreed reports (“Reports”) in a timely manner and at its sole discretion do all things reasonably necessary and prudent for the provision of the Services; and
1.2 assign appropriately qualified and skilled staff to ensure that the Services and Reports are so provided;
1.3 not, where services are provided via the internet or other electronic means, be responsible for any loss of network connection or downtime;
1.4 not accept any responsibility for any self-assessed responses contained in survey reports or any actions taken or not taken in reliance on such reports; or
1.5 not accept any responsibility for any advice given by Insync unless the scope of such advice is set out in an agreement in writing for the provision of such advice; and
1.6 not accept any responsibility for any advice given by any third party in relation to the Services or Reports.
2. Client’s obligations
2.1 will provide Insync with all necessary information, data, intelligence and instructions on an ongoing and timely basis as may be necessary and prudent for the set-up and completion of the Services;
2.2 will not request Insync to provide them or other parties with any information or data that would enable individual survey respondents to be identified, unless specifically authorised by the respondent, and will not use any reports or reporting portals in a way, or with the intention to identify an individual or an individual’s responses;
2.3 will ensure that all persons within its control shall maintain the security and confidentiality of any passwords or login information required for the provision of the Services;
2.4 acknowledges that survey reports that aggregate and display certain data but does not in any way constitute the provision of advice;
2.5 acknowledges that all free text comments made by survey respondents will be provided to the Client on an unedited basis and that Insync does not take any responsibility for any such free text comments;
2.6 indemnifies Insync in relation to the inclusion in any survey or report of any survey statements or questions requested by the Client;
2.7 indemnifies Insync in relation to any loss or damage caused as a result of the distribution of any free text comments to any employees or other parties; and
2.8 indemnifies Insync in relation to any loss or damage caused as a result of actions taken or not taken as a result of information contained in the Reports.
3. Entry and Exit Surveys
3.1 The Client has the right to request Insync to turn off any entry and/or exit surveys provided the Client advises Insync in writing more than 90 days prior to the end of the contract period. If the Client fails to advise Insync or continues to use the entry and/or exit surveys beyond the end of the contract period, it will be deemed to have requested a contract extension for a 12 month period at the previously agreed annual fee plus 5%.
4.1 Fees payable to Insync for the provision of Services shall be payable within 14 days from invoice date.
4.2 Invoices for Services to entities outside Australia exclude GST and must be paid to Insync net of any withholding tax, transfer and other fees that may apply. We will provide invoices grossed up for such taxes if requested.
4.3 In the event that payment is not received by the due date, Insync may, at their sole discretion and without prejudice, withhold the provision of the Services or Reports until payment is received and Insync reserves the right to withdraw the provision of credit.
4.4 Outstanding accounts shall attract interest at the rate of 0.25% per month in excess of the National Australia Bank’s published interest rate for overdraft in excess of AU$100,000.
5.1 Insync shall maintain secure custody of all confidential information provided to it by the Client and not disclose the Client’s confidential information to any third party.
5.2 Nothing herein shall prevent Insync aggregating confidential information received from the Client and using such information, together with other information received by Insync, in providing industry benchmark or other comparative data or undertaking research or using such for commercial purposes, provided always that such material shall not in any way identify the aggregate or any individual responses of the Client.
6. Intellectual property rights
6.1 All Intellectual Property Rights created by the completion of the Services shall be and remain the property of Insync.
6.2 The Reports, including any survey statements, together with any other information of whatever nature owned, produced, developed or modified by Insync (together the “Information”) in the course of providing the Services shall remain the sole property of Insync and may only be used by the Client for its exclusive internal purposes whilst a client of Insync. The Client must not allow the Information to be published or provided to a third party without the prior written consent of Insync.
7. Extension of Services
7.1 If the Client requests Insync to carry out any further services that in anyway relate to or follow on from the Services the terms and conditions set out herein apply to those further services unless the Client and Insync agree in writing that these terms and conditions should not apply.
8. Early Termination of Services
8.1 The Client acknowledges that Insync will incur upfront and ongoing costs even if the Services are not provided in full. The Client agrees to pay Insync not less than 75% of the agreed Fees within 14 days as liquidated damages if for any reason whatsoever it chooses to terminate the Services and any related services prior to them being supplied in full. If reasonable steps are not taken to commence the Services within 12 months of the commencement date of the agreement or within 12 months of the completion of the prior Services the Client is deemed to have terminated the Services.
9. Liability and indemnity
9.1 Except as expressly provided to the contrary, all terms, warranties, undertakings, or representations whether express, implied, statutory or otherwise relating in any way to the provision of the Services are excluded to the full extent permitted by law.
9.2 In the event of default, Insync’s sole obligation shall be to resupply the Services.
9.3 Without limiting the generality of the preceding clause, Insync’s liability for any loss or damage suffered by the Client howsoever caused which may be suffered or incurred or which might arise directly or indirectly in respect of the failure or omission on the part of Insync to comply with its obligations shall not exceed the Fees received by them in relation to the Services.
9.4 Insync shall not be liable for any delay or failure to perform the Services due to force majeure.
10. Marketing and publicity
10.1 Unless otherwise requested by the Client in writing prior to the commencement of the Services, Insync may refer to the Client as a client of Insync and as a user of the Services in any of its advertising and promotional material.
12.1 The provision of the Services shall be governed by the laws of the State of Victoria, Australia and the Courts of that State shall have exclusive jurisdiction.