Terms and Conditions
The terms and conditions upon which Board Benchmarking a division of Insync Surveys Pty Ltd (ABN 58 108 768 958) (“Board Benchmarking”) 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, Board Benchmarking 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 Board Benchmarking 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 Board Benchmarking 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 Board Benchmarking 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 Board Benchmarking does not take any responsibility for any such free text comments;
2.6 Indemnifies Board Benchmarking in relation to the inclusion in any survey or report of any survey statements or questions requested by the Client;
2.7 indemnifies Board Benchmarking 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 Board Benchmarking 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.
3.1 Fees payable to Board Benchmarking for the provision of Services shall be payable within 14 days from invoice date.
3.2 Invoices for Services to entities outside Australia exclude GST and must be paid to Board Benchmarking net of any withholding tax, transfer and other fees that may apply. We will provide invoices grossed up for such taxes if requested.
3.3 In the event that payment is not received by the due date, Board Benchmarking may, at their sole discretion and without prejudice, withhold the provision of the Services or Reports until payment is received and Board Benchmarking reserves the right to withdraw the provision of credit.
3.4 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.
4. Board Benchmarking agrees to provide the Client with a full refund of the amount paid for a product or service if, within three business days of such payment being made, Board Benchmarking is advised by the Client in writing that it wants to cancel the purchase and requests a full refund.
5.1 Board Benchmarking 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 Board Benchmarking aggregating confidential information received from the Client and using such information, together with other information received by Board Benchmarking, 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 Board Benchmarking.
6.2 The Reports, including any survey statements, together with any other information of whatever nature owned, produced, developed or modified by Board Benchmarking (together the “Information”) in the course of providing the Services shall remain the sole property of Board Benchmarking and may only be used by the Client for its exclusive internal purposes whilst a client of Board Benchmarking. The Client must not allow the Information to be published or provided to a third party without the prior written consent of Board Benchmarking.
7. Extension of Services
7.1 If the Client requests Board Benchmarking 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 Board Benchmarking agree in writing that these terms and conditions should not apply.
8. Early Termination of Services
8.1 The Client acknowledges that Board Benchmarking will incur upfront and ongoing costs even if the Services are not provided in full. The Client agrees to pay Board Benchmarking 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 18 months of the commencement date of the agreement or within 18 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, Board Benchmarking’s sole obligation shall be to resupply the Services.
9.3 Without limiting the generality of the preceding clause, Board Benchmarking’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 Board Benchmarking to comply with its obligations shall not exceed the Fees received by them in relation to the Services.
9.4 Board Benchmarking 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, Board Benchmarking may refer to the Client as a client of Board Benchmarking 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.