STREETPRICER TERMS AND CONDITIONS DATED 2022 July 1st

1.   About the Website and Services

1.    www.streetpricer.com (the ‘Website‘) is operated by StreetPricer Pty Ltd ACN 617 693 311 of 1/44 Foam Street, Elwood, VIC 3184, Australia (‘StreetPricer‘ or ‘we’ or ‘us’).

2.    StreetPricer provides software-as-a-service subscription services via the Website which enables online ecommerce merchants to automatically price monitor and re-price their own products and services (the ‘Services‘).

3.    These terms and conditions (the ‘Terms‘) govern your use of the Website, including your purchase and use of the Services.

2. Acceptance of these Terms and amendment of these Terms

1.    You agree that, by your continued use of the Website or any Services, you have read, understood and agreed to be bound by these Terms. If you do not agree with these Terms, you must cease use of the Website or any Services immediately.

2.    StreetPricer reserves the right to review and change any of these Terms at any time by updating this page at its sole discretion. When StreetPricer updates these Terms, it will use reasonable endeavours to provide you with notice of updates to these Terms. Any changes to these Terms will take immediate effect from the date that is the later of the date of their publication on the Website or, if you have agreed to purchase the StreetPricer software subscription Services, the date that is 30 days after the amended Terms are notified to you.

3.   Subscription to use the Services

1.    You may purchase a subscription to access the StreetPricer software subscription Services through the Website (the ‘Subscription‘) and pay the applicable fee set out at the time on the Website for the selected Subscription (the ‘Subscription Fee‘).

2.    In purchasing any Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you purchase is suitable for your use.

3.    Once you have purchased the Subscription, you will then be required to register for an account through the Website before you can access the purchased Services (‘Account‘).

4.    As part of the Account registration process, or as part of your use of the Services, you may be required to provide or update personal information about yourself (such as identification or contact details), including:

    1. Email address
    2. Name
    3. Phone number
    4. Password
    5. Mailing / billing address
    6. Online merchant identifiers such as website address or third party account identifiers (such as Amazon merchant or eBay merchant ID numbers)
    7. Payment information such as credit card details

5.    You warrant and represent that:

    1. any information you give to StreetPricer is accurate and up to date;
    2. you have the authority and legal capacity to enter into an agreement to comply with these Terms or to purchase the Services (as applicable) for any entity that you cause to purchase a Subscription and to provide us with the information that you provide us;
    3. you will only use the Website and Services for lawful purposes and in compliance with applicable laws including in relation to privacy and the protection of personal information;
    4. if you are an individual, you are aged 18 years old or over; and
    5. you and any entity which you represent is not a person barred from entering into legal agreements under any applicable law governing these Terms (including the laws of Australia or any other country including the country in which you or your legal entity is resident or from which you use the Services).

6.    Once you have completed the registration process, you will be a registered subscriber of the Website (‘Subscriber‘) and granted access to the applicable Subscription Services until the expiry of the applicable term of the Subscription which is applicable for the Subscription Fee (the ‘Subscription Period‘).

4.   Your obligations as a Subscriber

As a Subscriber, you agree to comply with the following:

1.    You will use the Services only for lawful purposes and in accordance with these Terms;

2.    You will protect the confidentiality of your Account username and password and you agree that your consent to use of your password by any third party may result in the immediate cancellation of the Services by us;

3.    Any use that you permit of your Account by any third party is strictly prohibited and that you will immediately notify StreetPricer of any unauthorised use of your password, Account or email address or any breach of security of which you have become aware by clicking the support icon or contact us page on the Website;

4.    You will not use any Services or the Website in connection with any commercial endeavours except those for the sale of your own products and services on third party ecommerce platforms endorsed or approved by us;

5.    You will not use any Services or the Website for any illegal and/or unauthorised use which includes without limitation (i) collecting email addresses of other Subscribers or Website visitors by electronic or other means whether or not for the purpose of sending unsolicited email, SMSs or other communications or otherwise; or (ii) unauthorised framing of or linking to the Website;

6.    You will not upload without our prior written consent any commercial advertisements, affiliate links, and other forms of solicitation and such may be removed from the Website without notice to you and may result in termination of the Services or further legal action by StreetPricer;

7.    You must not alter, modify or adapt the whole or any part of the Website or Services;

8.    You must not remove or tamper with any copyright notice on the Website;

9.    You must not introduce or permit any viruses, trojans, worms,  malware or similar programming effects into the Website or any  Services; and

10. You must not attempt to gain unauthorised access to or to reverse engineer, copy, redistribute, crawl, frame, edit or re-broadcast the Website or any Services, or the service on which the Website or any service, computer or database connected to the Website is stored, located or held.

5.   Payment

1.    Payment of the Subscription Fee will be processed by a payment gateway such as PayPal or any other payment gateway as may be notified from time to time by us. StreetPricer reserves the right to add other payment methods in the future.

2.    If you use a payment gateway such as PayPal to pay the Subscription Fee, you warrant that you agree to the Terms and conditions of such payment gateway.

3.    Where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any reason, then you are liable for any costs that we incur, including banking fees and charges, associated with the non-payment of the Subscription Fee.

4.    StreetPricer can vary the Subscription Fee at any time and that the varied Subscription Fee will come into effect following the conclusion of your existing Subscription Period.

6. Your rights and refund policy

You have certain protections under the Competition and Consumer Act 2010 (Cth) of Australia and Australian Consumer Law which applies to the conduct of companies established in Australia or to companies outside Australia who carry on business within Australia.

1.    If you are a business:  As a business, these rights exist when you buy goods or services for your business which are either (i) under AUD$40,000; or (ii) are over AUD$40,000 and normally bought for personal, domestic or household use or consumption.

In these circumstances, your business will be considered a consumer and so entitled to certain remedies under the consumer guarantees provided for in the Australian Consumer Law if something goes wrong.

The Australian Consumer Law also will protect small businesses from unfair terms in standard form contracts where such business employs less than 20 people, including casual employees employed on a regular and systematic basis, and where you pay us no more than AUD$300 000 or AUD$1 million if your Subscription is for more than 12 months.

2.    If you are a consumer: 

Under the Australian Consumer Law, when you buy products and services as a consumer from us, they will come with automatic guarantees that they will work and do what you asked for.  If you buy something that isn’t right from us as a consumer, you will have consumer rights and the following consumer guarantees on our services will apply.

Services must:

    1. be provided with due care and skill or technical knowledge and taking all necessary steps to avoid loss and damage;
    2. be fit for the purpose or give the results that you and the business had agreed to; and
    3. be delivered within a reasonable time when there is no agreed end date.

You can claim a remedy from us if the Services do not meet any of the consumer guarantees in relation to the Services. If our Services fail to meet a guarantee, if you are a consumer then you will have rights against us.  When the problem is minor, we can choose between fixing the problem with the service (free of charge and within a reasonable time), or offering you as the consumer a refund. If we refuse to fix the problem or it takes too long, then as a consumer you can get someone else to fix the problem and recover the reasonable costs from us, or cancel the service (if it is ongoing) and get a refund.  When there is a major failure, as a consumer you can cancel the services and get a refund for the parts of the service not already consumed; or keep the contract and get compensation for the difference in value and also take action to recover damages from us for any reasonably foreseeable loss or damage. 

Consumer guarantees do not apply if you:

    1. got what you asked for but simply changed your mind, found it cheaper somewhere else, decided you did not like the purchase or had no use for it
    2. misused a product in any way that caused the problem;
    3. knew of or were made aware of the faults before you bought the product; or
    4. asked for a service to be done in a certain way against our advice or were unclear about what you wanted; or
    5. if we failed to meet one of the consumer guarantees due to something someone else said or did (excluding our agents or employees) or something beyond human control that happened after the services were supplied.

StreetPricer will provide you with a refund of the Subscription Fee in the event we are unable to continue to provide the Services or if StreetPricer makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances. Where this occurs, the refund will be in the proportional amount of the Subscription Fee that remains unused by the Subscriber (the ‘Refund‘).

7.   Intellectual Property

1.    Unless otherwise indicated, StreetPricer is the owner or the licensee of all content on the Website (including the Services), including the trade marks, domain name, sounds, images, text, software, videos, databases, software code, interfaces, website structure, copyright works and materials displayed on the Website, its layout and design (the ‘Intellectual Property Rights’).

2.    Unless otherwise provided in these Terms, the Intellectual Property Rights may not be copied, reproduced, distributed, adapted, changed, imitated or otherwise used by you, in whole or in part, without the prior written consent from StreetPricer. We take our Intellectual Property Rights seriously and will enforce our rights to the fullest extent permitted by applicable law.

3.    StreetPricer hereby grants the Subscriber for the duration of the Subscription a non-transferable, non-exclusive, non-sub-licensable licence to use the Intellectual Property Rights to the extent necessary for the enjoyment of the relevant Service(s) purchased by the Subscriber and for no other purpose.

4.    You will own all right, title and interest in and to all of your own data that is not personal information and will have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such data.  You hereby grant StreetPricer a perpetual non-exclusive sub licensable transferable royalty free licence to use such data to provide the Services or for internal purposes or to improve any aspect of the Website or to develop other service offerings provided that StreetPricer does not make publicly available any of your commercially confidential information to any third parties where you can be reasonably identified from such data.

5.    You may print or download pages from the Website for your own personal, non-commercial use only.

6.    Other than the rights granted to you under these Terms, StreetPricer does not grant to you any other rights whatsoever in relation to the Website or the Services and all other rights are expressly reserved by StreetPricer.

7.    StreetPricer retains all rights, title and interest in the Intellectual Property Rights, except where such rights are owned by third parties.

8.    On termination or expiry of these Terms, all rights granted to you under these Terms will immediately cease.

8. Privacy

1.    Our use of your personal information is set out in StreetPricer’s Privacy Policy, which is available on the Website.

9. General Disclaimer

1.    Nothing in these Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by applicable law may not be limited or excluded.  Subject to the foregoing, and to the extent permitted by applicable law:

    1. all terms, guarantees, warranties, representations or conditions which are not expressly stated in these Terms are excluded;
    2. StreetPricer will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable consumer guarantee) or for loss of profit, anticipated savings or opportunity, wasted management time, loss of or corruption of data, or loss or damage to goodwill arising out of or in connection with the Services (including as a result of you not being able to use the Services or any late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise;
    3. StreetPricer will not be liable to you if we are prevented or delayed from providing the Services (in part or in full) or otherwise complying with our obligations under these Terms or applicable law by anything you (or anyone acting on your behalf) does or fails to do, or due to events which are beyond StreetPricer’s reasonable control, which include without limitation, suspension of the Services or Website resulting from maintenance and upgrades to StreetPricer’s systems or the systems of any person used to provide the Services, outages on any phone network or in the case of mobile networks where you are not in an area of mobile coverage;
    4. use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you “as is” and “as available” with no representation, guarantee, warranty or condition of any kind as to the Website’s and Services’ functionality, availability or suitability for any purpose other than those that are mandatory under the Australian Consumer Law (or other applicable laws), and which cannot be lawfully excluded; and
    5. we do not guarantee that the Website or any Services is secure or free from bugs, defects or viruses.

10. Links to and from other websites

1.  Where the Website contains links to other websites, plugins, applications or resources provided by third parties, these links are provided for your information only and are not any indication of approval by us or those linked websites or information that you may obtain from them. We have no control over the content of those other websites, plugins, applications or resources, and we are not responsible for them.

2.  You may link to our website, provided you do so in a way that is fair and legal and does not damage our reputation or take unfair advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part unless we have agreed to that. StreetPricer reserves the right to withdraw linking permission without advance notice to you.

11. Limitation of liability

1.    Except in relation to liability for fraud or personal injury or liability which cannot be excluded under applicable law, StreetPricer’s total liability arising out of or in connection with the provision of the Website and/or Services, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not for any claim exceed the value of the Subscription Fee paid by you for the last calendar month’s period in the month before the date of your claim against us.

12. Termination

1.    Subject to any provisions in these Terms that survive termination, the Terms will continue to apply for the Subscription Period until terminated by either you or by StreetPricer as set out below.

2.    If you wish to terminate these Terms, you may do so by closing your account with immediate effect by un-subscribing in your Account Profile Page for all of the Services which you use, where StreetPricer has made this option available to you. Subject to your rights under the Australian Consumer Law (please refer to ‘Your rights and privacy policy’ section above), any advance monies paid by you are non-refundable.

3.    StreetPricer may at any time, on written notice to you terminate these Terms with you if:

    1. you have breached any provision of these Terms;
    2. StreetPricer is required to do so by applicable law;
    3. your conduct adversely impacts StreetPricer’s name or reputation;
    4. your use of the Website or Services violates the rights of other persons; or
    5. the provision of the Services to you by StreetPricer is, in the opinion of StreetPricer, no longer commercially viable.

4.    Further to 3 above, StreetPricer reserves the right to discontinue or cancel your Subscription at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach these Terms or if your conduct adversely impacts StreetPricer’s name or reputation, or your use of the Website or the Services violates the rights of those of another party.

13. Indemnity

1.    You agree to indemnify and keep indemnified StreetPricer, its affiliates, officers, employees, agents, contributors, third party content providers and licensors from and against all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with any breach of these Terms by you (or anyone acting on your behalf).

14. Dispute Resolution

1.    Compulsory: If a dispute arises out of or in relation to these Terms, you may commence any legal proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

2.    Notice: If you claim a dispute (‘Dispute‘) has arisen under these Terms, you must give us written notice detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

3.    Resolution: On receipt of that notice (‘Dispute Notice‘) the parties to these Terms (‘Parties‘) must:

    1. within 14 days after the Dispute Notice has been received by the recipient endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree; and
    2. if for any reason whatsoever, 14 days after the date of the Dispute Notice has been received by the recipient, the Dispute has not been resolved, the Parties either agree upon selection of a mediator or either party may request that an appropriate mediator be appointed by the President of the Victorian Bar (and both parties agree to be bound by such appointment).

The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation. The mediation will be held in Melbourne, Australia at a time to be mutually agreed by the parties.

4.    Confidential: All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.

5.    Termination of Mediation: If 14 days have elapsed after the start of a mediation of the Dispute (or if the parties cannot agree a mutually convenient time for the mediation within 45 days after the Dispute Notice has been received by the recipient) and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and notify the other party in writing of such request to the mediator, and the mediator must do so and the mediation will be terminated.

15. Venue and Jurisdiction

1.  The Services offered by StreetPricer are intended for residents of Australia.  Subject to the Dispute Resolution provision above, the courts of Victoria, Australia have the exclusive jurisdiction for resolving any Dispute arising out of or relating to the Website or any Services.

16. Governing Law

1.  These Terms are governed by and to be construed according to the laws of Victoria, Australia. These Terms are binding to the benefit of the parties to these Terms and their successors and assigns.

17. Invalidity

1.  If any part of these Terms is found to be void or unenforceable by a court of competent jurisdiction, that part will be severed and the rest of these Terms will remain in force.

18. Miscellaneous

1.  nbsp;  Variation:  No variation of these Terms will be effective unless it is in writing and signed by us.

2.    Waiver:  No failure or delay by us to exercise any right or remedy provided under these Terms or by applicable law will constitute a waiver of that or any other right or remedy, or prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.

3.    Rights and Remedies:  Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by applicable law.

4.    Entire Agreement:   These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

5.    Assignment:  You may not, without StreetPricer’s prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms.  StreetPricer may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

6.    Relationship:  Nothing in these Terms is intended to or will operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party will have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

7.    Third party rights:  These Terms do not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns).

8.    Notices:   Any notice required to be given under these Terms will be:

    1. in the case of notice to StreetPricer: in writing and delivered by hand or sent by pre-paid first-class post or recorded delivery post to us at our address as set out in these Terms, or such other address as may have been notified by us on the Website for such purposes from time to time; and
    2. in the case of notice to you: posted on our Website or emailed to you at the email address you have last given to us.

 

A notice delivered by hand will be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post will be deemed to have been received at the time at which it would have been delivered in the normal course of post.