Client Terms & Conditions , previous version

This is a contract between "you", being a Client, and the member of the Dipolar Group responsible for instance of the Qualzy platform you are using as set out in the table below.

The contracting Dipolar Group applicable in the above table is referred to as "Dipolar", "we" or "us" in these Terms and Conditions.

By clicking "I Agree", or otherwise using and interacting with Qualzy, on behalf of your organisation or company, you agree to:

a) these Terms and Conditions, including the glossary;

b) our Privacy Policy, available at Privacy Policy; and

c) our Data Processing Agreement, is available by request to privacy@qualzy.com.

together called the "Agreement", and warrant that you are duly authorised to do so by your organisation or company;

All defined terms in this Agreement have the meaning given to them in the glossary, located at the end of these Terms and Conditions.

By the provision of access to Qualzy, we offer you a platform to create Projects to allow Participants to participate in Engagements with other Participants in order to generate qualitative and quantitative market research data.

We may also, from time to time, provide you with ancillary support services in relation to your use of Qualzy or the operation of your Projects. Additional fees may apply for the provision of such services as notified (including by setting out the relevant fees on the Qualzy platform) or as agreed.

You acknowledge and agree that, due to the nature of Qualzy, any Client Content or Participant Generated Content or any material you (or Participants) submit may automatically and without time delay be published on it. We are under no obligation to control, moderate, vet or curate in any way content that is displayed on the Qualzy platform.

We may also, on request, offer additional services to you (such as consulting services). Such additional services include those listed on the Qualzy platform. If we provide such services to you, the additional terms and conditions and costs applicable to that service (as set out on the Qualzy platform or as otherwise notified or agreed) will also apply to you.

At our absolute discretion, we may refuse to allow any person or entity to register or create an account on Qualzy.

We do not assist you with, and are not responsible for, the recruitment of Participants. You are responsible for sourcing Participants either yourself or with the assistance of a third party.

You are responsible for the design, implementation and running of your Projects on the Qualzy platform.

We do not warrant or represent that:

a) anything submitted to Qualzy by Participants will be of a particular quantity, quality or appropriateness for the purpose of the Project; and

b) the market research data generated through the Participant's interactions on Projects will be of a particular quality, quantity, suitability or fitness for any particular purpose.

The Qualzy service is provided on an "as is" basis (subject to any Non-Excludable Conditions). To the extent permitted by law, we limit our liability to the extent set out in clause 13.

We have no obligation to you to assist or involve ourselves in any dispute between you and Participants, or between your Participants, although we may do so at our sole discretion in order to improve Client and Participant experience.

You acknowledge that (subject to any Non-Excludable Conditions) we are not responsible for:

a) the level or quality of participation of Participants on your Projects (which must be regulated through a separate agreement between you and the Participant);

b) monitoring or controlling the accuracy, appropriateness or suitability of content submitted by Participants on the Qualzy platform;

c) the performance of your Projects;

d) ensuring that Qualzy is suitable for your requirements or is fit for any particular purpose;

e) any interruption to Qualzy due to technical malfunctions, internet outages, equipment failure, the need for routine maintenance, etc.; and

f) any software or services available on the Qualzy platform that is supplied by third parties.

Client's will need to register an account with us on Qualzy in order to access certain services available on Qualzy ("Account"). You may grant your personnel who are responsible for creating, running or reviewing Projects access to your Account ("Users"). Users will be asked to provide their email address and create a password as part of our security procedures. You must ensure that each User must treat such information as confidential and must not disclose it to any third party. If you or any User knows or suspects that anyone other than an authorised User has access to Account login details, you must immediately notify us at privacy@qualzy.com. You are responsible for each of your User's use of your Account. You are also responsible for any unauthorised use of your Account or any User's login details and information as a result of your or any User's failure to keep Account login details and information secure and confidential or resulting from a breach of this Agreement by you or any of your Users.

When accessing and using Qualzy, you must:

a) supervise, monitor and moderate the interactions of Participants on your Projects in accordance with the terms of this Agreement;

b) only access and use Qualzy as intended through the functionality of the platform;

c) at all times comply with this Agreement and all Applicable Laws and Regulations;

d) promptly apply all applicable updates to the Qualzy platform that we may issue from time to time; and

e) maintain control of your Account and not deal with your Account in any way, including by allowing others to use your account, or by transferring or selling your account or any of its contents to another person.

When accessing and using Qualzy, you must not (or encourage Participants to):

a) use Qualzy for any illegal, immoral, unauthorised or dangerous purpose;

b) interfere with the Qualzy platform or disrupt any other Client, Participant, service or equipment;

c) do anything which could overburden or impair the proper working or appearance of Qualzy; or

d) attempt to copy, reproduce, reverse engineer, translate, adapt, modify or creative derivative works of the Qualzy platform.

You must use your best endeavours to ensure that any information submitted on Qualzy:

a) is not defamatory, libellous, threatening or harassing, or potentially or actually harmful to us or any other person, where harm includes, but is not limited to, economic loss that will or may be suffered by us;

b) does not infringe the Intellectual Property Rights of any person or entity;

c) includes all necessary, valid releases (including without limitation moral rights waivers);

d) does not contain any material that could reasonably be considered to be inappropriate or unlawful, including, but not limited to obscene, inappropriate or unlawful images;

e) does not contain any malicious code, data or set of instructions that intentionally or unintentionally causes harm or subverts the intended function of any platform, including, but not limited to viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs or other computer programming routines that may damage, modify, delete, detrimentally interfere with, surreptitiously intercept, access without authority or expropriate any system, data or personal information; and

f) is not the subject of any claim, demand, action or legal proceeding or any potential or pending claim, demand, action or legal proceeding.

If we reasonably believe or suspect that you have breached an obligation under this clause 4, without limitation we reserve the right to suspend your Account or terminate the Agreement in accordance with clause 12.

Without limitation, we reserve the right, in our sole discretion, to do any of the following without having to provide you with any notice:

a) terminate Projects created by you which we reasonable believe or suspect to be in breach of this Agreement;

b) remove content from the Qualzy platform submitted by you, or a Participant, that we reasonably believe to be offensive, dangerous, harmful, unlawful or otherwise in breach of this Agreement; and

c) terminate your Account in accordance with clause 12 if we suspect that any conduct that is occurring in connection with the use of your Account is unlawful, illegal or is otherwise in breach of this Agreement.

You acknowledge and agree that these terms are solely between you and us.

You are responsible for entering into separate terms and conditions to regulate your relationship with Participants. Without limitation, these terms and conditions should regulate matters such as participation requirements, payments for Participants and licences to use Participant Generated Content. You must ensure that those terms and conditions are not inconsistent with this Agreement or our terms with Participants.

You must ensure that Participants are aware of and agree to the Participant Terms and Conditions at Participant's Terms and Conditions and our Privacy Policy at Privacy Policy when inviting Participants to access the Qualzy Platform.

Qualzy is not a party to any agreement referred to in clause 6.2 and the agreement will be directly between you and the Participant.

We make no representation or warranty as to the performance of either party's obligations under such an agreement.

You must provide all necessary notifications to and obtain all necessary consents from Participants to allow us or collect and use Participant Generated Content for the purpose of providing the Qualzy services as set out in this Agreement.

We may from time to time include Third Party Services on Qualzy. These Third Party Services are not a request of ours, and are not provided by us.

Third Party Services are offered to you or Participants pursuant to the third party's terms and conditions. Third Party Services may be promoted on Qualzy as a convenience to you and/or Participants who may find the Third Party Services of interest or of use.

If you or a Participant chooses to engage with any Third Party Service provider, we are not a party to that agreement and the agreement will be directly between you and/or the Participant and that Third Party Service provider.

We make no representation or warranty as to the Third Party Services.

We own, or are licensed to use, all Intellectual Property Rights in Qualzy. Nothing in this Agreement gives you any rights, title or interest in Qualzy.

We acknowledge that any Client Content uploaded by or posted by you on the Qualzy platform in which you hold Intellectual Property Rights remain your intellectual property. You grant us a world-wide, royalty-free, sublicensable licence to use, reproduce, modify and adapt Client Content for the purpose of providing services to you and Participants and to enable you and the Participants to use the Qualzy platform. We may grant a sublicence to the Participant use the Client Content for any purpose contemplated by the relevant Project or agreed between you and the Participant. .

We grant you a worldwide, royalty-free licence to use, reproduce, modify and adapt any Participant Generated Content posted by Participants on Qualzy in connection with a Project created or run by you for the purposes contemplated by the Project (the rights, title and interest in which has been licensed to us) or any other purpose agreed between you and the Participant.

You must ensure that Participants are aware of and agree to all uses you intend to make of any Participant Created Content (for example, by including an appropriate licence in your agreement with the Participant).

You must not submit any material to Qualzy if a third party has any Intellectual Property Rights in that material or the material contains the personal information of third party unless you have obtained the permission of that third party to submit the material. You must indemnify us against all liabilities and losses we sustain if any material, including Client Content, you upload, post on or submit to Qualzy infringes any third party Intellectual Property Rights or privacy rights.

We are not responsible for any Participants' use of your Client Content or your use of Participant Generated Content. You must indemnify us against all liabilities and losses we sustain arising from any claims that your use of the Participant Generated Content infringes any Participant's or third party's Intellectual Property Rights or privacy rights.

You assign to us any Intellectual Property Rights in suggestions, ideas, enhancement requests, or other feedback you provide to us relating to the Qualzy platform or any other services we provide.

Each party (Receiving Party) receiving, possessing or otherwise acquiring Confidential Information of any other party (Disclosing Party) acknowledges that the Disclosing Party's Confidential Information is the property of, confidential to or a trade secret of the Disclosing Party. Subject to clause 9.2, the Receiving Party must:

a) keep the Disclosing Party's Confidential Information confidential and not directly or indirectly disclose, divulge or communicate that Confidential Information to, or otherwise place that Confidential Information at the disposal of, any other person without the prior written approval of the Disclosing Party;

b) take all reasonable steps to secure and keep secure all the Disclosing Party's Confidential Information coming into its possession or control;

c) only use the Confidential Information of the Receiving Party to the extent necessary to perform its obligations under this Agreement; and

d) not memorise, modify, reverse engineer or make copies, notes or records of the Disclosing Party's Confidential Information for any purpose other than in connection with, and to the extent required for, the performance by the Receiving Party of its obligations under this Agreement.

The obligations of confidentiality under clause 9.1 do not apply to any information that:

a) is or becomes generally available to the public (other than by reason of a breach of this Agreement);

b) is published by a Participant on Qualzy; or

c) is required to be disclosed by any Applicable Laws or Regulations.

The fees for the various Projects available to you are those which are listed on the Qualzy platform (which may be amended from time to time). By engaging us to provide a particular service to you, you expressly agree to pay those fees.

Any fees owing must be paid by you in full within the stated period on our invoice provided in relation to same.

Unless otherwise stated, all fees are in the currency specified on the Qualzy platform and all fees, disbursements or other sums payable by you are quoted exclusive of sales tax (such as VAT or GST). You must pay applicable sales tax in addition to any agreed fee that is sales tax exclusive.

Currency: All transactions are in the relevant currency specified on the Qualzy platform. If no currency is specified, then the applicable default currency depends on which platform domain through which you are accessing the services as shown in the table below

If any amounts are shown in currencies other than the default currency, these are only indicative and we may require an adjustment of the price and additional payment to take into account any unfavourable exchange rate variations at the actual time of transaction.

Credit Card Use: Payments made via the Qualzy platform will be processed by a third party payment processing organisation. We undertake to use credit card details only as specified by you in relation to purchases made on the Qualzy platform. Illegal use of credit cards is a serious crime. We will report any suspicious activity and disclose all relevant evidence to credit card companies and law enforcement authorities.

Errors in Description or Pricing: Errors may occur in the description or pricing of products or services offered on the Qualzy platform. We may cancel any transaction if any such error occurs, notwithstanding any confirmation of an order or acceptance of payment.

You may immediately terminate this Agreement for your convenience at any time by written notice to us.

We may terminate this Agreement for our convenience by providing you with 14 days' notice in writing. If we terminate the Agreement under this clause we will refund any pre-paid fees for any services that have not been provided by the date of termination on a pro-rata basis.

We may immediately suspend or cancel your Account and/or terminate this Agreement at any time by written notice to you if:

a) we reasonably believe or suspect that you have breached, or are likely to breach any of your obligations under this Agreement; or.

b) we believe it is required to protect the Qualzy platform, our systems or other users of the Qualzy platform.

Any fees owing at the time of termination must be paid to us immediately.

We may terminate any Participant's Account or access to the Qualzy platform or your Project at any time in accordance with the Participant Terms and Conditions between us and the Participant.

You may request us to terminate a Participant's Account or access to your Project, provided you have a right to do so in accordance with the terms you have agreed with the Participant.

Sections 9 (Confidential Information), 10 (Fees), 12 (Termination), 13 (Limitation of Liability), 14 (Indemnity), 18 (Mediation and Dispute Resolution) and 20 (General) and any other terms which by their nature should continue to apply, will survive termination or expiration of this Agreement.

If your Account or this Agreement is terminated for any reason then you must not without our consent (in our absolute discretion) create any further accounts with us and we may terminate any other accounts you operate.

Except for any express warranty in this Agreement or any Non-excludable Condition, we exclude any warranties express or implied by any legislation, the common law, or otherwise.

Except for any liability that cannot be limited or excluded by law or in relation to a breach of any Non-excludable Condition, in each case subject to clause 13.4, our total liability to you is limited to the total amount of payment made by that Client to us during the twelve month period prior to any incident causing liability, or $50, whichever is greater.

Our 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.

Except for any liability that cannot be limited or excluded by law or in relation to breach of Non-excludable Condition, we exclude all liability to you for lost profits, lost revenue, lost savings, loss of opportunity and any consequential or indirect loss arising out of, or in connection with, Qualzy, and any claims by any third person, or this Agreement, even if we knew that loss was possible or the loss was otherwise foreseeable.

We will not be liable to you for any delay or failure to perform our obligations if such delay or failure is due to events that are beyond our reasonable control, including failure of power, telecommunications or data networks, natural disasters, government orders, strikes, wars, epidemics or pandemics.

To the extent permitted by applicable law, you agree to indemnify and hold harmless, us, our directors, officers, employees, independent contractors and agents from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, legal fees and court costs (collectively, "Losses"), arising from or related to your use of Qualzy, including but not limited to any of the following:

a) your breach of any certification, covenant, obligation, representation or warranty in this Agreement (including a breach of clause 19.2);

b) violation of any third party right;

c) any claims that any Client Content, Participant Generated Content from Participants engaging with your Projects, or other material submitted or uploaded by or on behalf of you onto Qualzy, violates or infringes any third party Intellectual Property Rights, proprietary rights or privacy rights, or has caused damage to a third party; and

d) our permitted use of any Client Content or other material (as modified, adapted or enhanced by you where applicable), related trade marks and logos, or images and other materials that you provide to us under this Agreement.

except to the extent the Losses were caused or contributed to by our breach of this Agreement or our negligence,

We will defend you, at our own cost against any claims made by a third party that the Qualzy platform (not including any Participant Generated Content or Client Content) used by you in accordance with this Agreement infringes that third party's Intellectual Property Rights ("Infringement Claim"). You must notify us promptly of any such Infringement Claims, give us sole control over the defense and settlement of the Infringement Claim, and provide reasonable help in defending the Infringement Claim. Subject to the foregoing, we will indemnify you for:

a) the amount paid by you to the third party based on a settlement (agreed by us) or final court judgment; and

b) reasonable legal and other out-of-pocket expenses that you incur in giving the help to us referred to above.

We may modify this Agreement or the policies published on the Qualzy platform, including our privacy policy (and update the Qualzy pages on which they are displayed) from time to time. We will send notification of such modifications to your Qualzy Account or advise you the next time you login.

When you actively agree to the terms (for example, by clicking a button saying "I accept") or use Qualzy in any manner after the notification referred to in clause 15.1, the modified terms will be effective immediately. In all other cases, the amended terms will automatically be effective 14 days after they are initially notified to you.

If you do not agree with any changes to this Agreement (or any of our policies), you must notify us and we will terminate your Qualzy Account and this Agreement, and you must stop using the Qualzy Services.

No agency, partnership, joint venture, employee-employer or other similar relationship is created by this Agreement. In particular you have no authority to bind us, our related entities or affiliates in any way whatsoever. All Third Party Services that may be promoted on Qualzy are provided solely by such Third Party Service providers.

Except as stated otherwise, any notices you give to us must be given by registered ordinary post or by email, to our contact address as displayed on the Qualzy platform,

Except as stated otherwise, any notices we give to you may be given by registered ordinary post or by email to the contact address you provided at registration, to your Account or as a notification on the Qualzy platform.

Any notice shall be deemed given:

a) if sent by email, 24 hours after email is sent, unless the sender is notified that the email address is invalid or the email is undeliverable; and

b) if sent by pre-paid post, three Business Days after the date of posting if the notice is sent domestically, or on the seventh Business Day after the date of posting if sent internationally. In this section, "Business Day" means a day on which banks are open for general business in the city where the recipient is located other than a Saturday, Sunday or public holiday.

Notices related to your agreement with a Participant must be delivered to the Participant using the Participant contact address as provided at registration or as set out in the terms and conditions with you have with the Participant.

Notices related to performance of any Third Party Service must be delivered to the supplying Third Party as set out in Third Party Service provider terms and conditions.

If you have any concerns or complaints about us or our service please contact us by emailing privacy@qualzy.com.

We encourage you to try and resolve disputes with us or Participants or other Clients directly.

We may, but are not required to, assist in the resolution of complaints or disputes you have with a Participant or other Client. If we agree to do so, you acknowledge and agree that we may, in our absolute discretion, provide your relevant information to other parties involved in the dispute.

If we provide information of other Clients or Participants to you for the purposes of resolving complaints or disputes under this clause, you acknowledge and agree that such information will be used only for the purpose of resolving the dispute (and no other purpose) and that you will indemnify us against any claims relating to any other use of information not permitted by this Agreement.

Our privacy policy, which is available at Privacy Policy, applies to all Clients and forms part of this Agreement.

You must ensure that you, and any of your related bodies corporate comply with applicable privacy or data protection laws in the performance of your obligations and exercise of your rights under this Agreement.

Third Party Service providers will provide their service pursuant to their own privacy policy. Prior to acceptance of any service from a third party, you must review and agree to their terms of service including their privacy policy.

The law that governs this Agreement depends on the Dipolar Group member you have entered into this Agreement with as set out in the table below.

Both parties submit to the exclusive jurisdiction of the courts in that jurisdiction set out in the table above.

The provisions of this Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforceable.

We may assign or novate this Agreement to a third party without your consent. In the event of an assignment or novation, you will remain bound by this Agreement.

This Agreement sets out the entire understanding and agreement between both parties with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding such subject matter.

patents, copyright, rights in circuit layouts, registered designs, trade marks and the right to have confidential information kept confidential; and

any application or right to apply for registration of any of those rights.

the singular includes the plural and vice versa, and a gender includes other genders;

another grammatical form of a defined word or expression has a corresponding meaning;

a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;

a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;

a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re‑enactments or replacements of any of them;

the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;

headings are for ease of reference only and do not affect interpretation;

any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally; and

a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it.