Terms and Conditions (Australia)

Effective date: 2025-01-01

These Terms and Conditions ("Terms") govern your access to and use of the websites, products, and services (the "Services") provided by PriceSpy ("PriceSpy", "we", "us"). By using the Services, you agree to these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation.

1. Accounts and Eligibility

  • You must be at least 18 years old to use the Services.
  • Registration information must be accurate and kept up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activities under your account.
  • We may refuse service, close accounts, or change eligibility requirements at any time, subject to applicable law.

2. Subscription Plans, Fees, and Taxes

  • Access to paid features requires a subscription plan as set out on our pricing page or in an order form.
  • Fees are billed in advance on a monthly or annual basis unless otherwise agreed. All fees are non-refundable except as required by law, including the Australian Consumer Law (ACL).
  • Prices are exclusive of taxes unless stated otherwise. You are responsible for GST and other applicable taxes.

3. Trials and Promotions

  • We may offer free trials or promotional offers. We reserve the right to modify or discontinue trials at any time. If you do not cancel before a trial ends, your subscription may convert to a paid plan.

4. Permitted Use and Customer Obligations

  • You will use the Services in compliance with these Terms and all applicable laws.
  • You will not: (a) engage in unauthorised scraping of sites beyond the scope permitted by law; (b) reverse engineer or attempt to access source code except to the extent allowed by law; (c) interfere with security or integrity of the Services; (d) use the Services to violate MAP or other third-party policies; or (e) use the Services to create a competing product.
  • You are responsible for the accuracy of data you upload and for obtaining all necessary rights and permissions for any integrations you connect.

5. Customer Data and Privacy

  • "Customer Data" means data, content, and materials that you or your users submit to the Services, including product catalogs, pricing rules, competitor URLs, and configuration settings.
  • You retain ownership of Customer Data. You grant PriceSpy a non-exclusive licence to host, process, transmit, and display Customer Data as reasonably necessary to provide the Services, and to generate de-identified analytics and performance metrics.
  • We handle personal information in accordance with our Privacy Policy (Australia), which is incorporated by reference.

6. Integrations and Third-Party Services

  • The Services may provide integrations with third-party platforms (e.g., Shopify, WooCommerce, Amazon, eBay, Google Merchant Center). Your use of third-party services is governed by their terms and policies. We are not responsible for third-party services and do not guarantee their availability.

7. Service Availability and Support

  • We aim for high availability and will use commercially reasonable efforts to minimise interruptions. Scheduled maintenance will be communicated where practicable.
  • Support levels are as described on our website or in an order form. Priority support may be included in higher-tier plans.

8. Security

  • We implement administrative, technical, and physical safeguards to protect the Services and your data. You are responsible for securing your own systems and access to the Services.

9. Acceptable Use and Fair Use

  • You must comply with reasonable usage limits associated with your plan (e.g., product volumes, monitoring frequency, API rate limits). Excessive use that threatens stability may be throttled.

10. Intellectual Property

  • PriceSpy and its licensors own the Services and all related intellectual property rights. No rights are granted except as expressly stated.
  • Feedback is voluntary; we may use it without restriction and without obligation to you.

11. Confidentiality

  • Each party may receive confidential information from the other. The receiving party will protect it with at least reasonable care and use it only to perform under these Terms. Exclusions apply for information that is public, independently developed, or rightfully obtained from third parties.

12. Warranties and Disclaimers

  • To the maximum extent permitted by law, the Services are provided "as is" and "as available" without warranties of any kind. However, nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy you may have under the ACL that cannot be excluded, restricted or modified by agreement.
  • Where the ACL applies and there is a failure that is not a major failure, our liability is limited, at our option, to resupplying the Services or paying the cost of having the Services supplied again.

13. Limitation of Liability

  • To the maximum extent permitted by law, PriceSpy is not liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or data.
  • Our aggregate liability for all claims arising out of or related to the Services in any 12-month period will not exceed the fees paid by you to PriceSpy for the Services in the 12 months preceding the event giving rise to the liability, except to the extent the ACL provides otherwise.

14. Indemnity

  • You agree to indemnify and hold harmless PriceSpy, its affiliates, and personnel from claims, losses, and expenses (including legal fees) arising from your misuse of the Services, breach of these Terms, or violation of law.

15. Suspension and Termination

  • We may suspend or terminate the Services or your account for actual or suspected breaches of these Terms, security risks, non-payment, or unlawful use.
  • You may terminate at any time by providing notice via your account or to [email protected]. Upon termination, you remain responsible for fees accrued and we will make Customer Data available for export for a limited period.

16. Data Return and Deletion

  • Upon termination or upon request, we will provide you with a reasonable opportunity to export Customer Data. Thereafter, we will delete or de-identify Customer Data in accordance with our retention policy, except where retention is required by law.

17. Changes to the Services and Terms

  • We may modify the Services to improve performance or security or to add features. Material changes to these Terms will be notified through the Services or via email. Continued use after the effective date constitutes acceptance.

18. Governing Law and Venue

  • These Terms are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia.

19. Notices

20. Publicity

  • Unless you opt out by notifying us, you grant us permission to use your name and logo to identify you as a customer on our websites and marketing materials.

21. Force Majeure

  • Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, acts of government, labour disputes, internet failures, or third-party service outages.

22. General

  • Entire Agreement: These Terms and any order forms constitute the entire agreement and supersede prior agreements on the subject matter.
  • Severability: If any provision is unenforceable, the remainder remains in effect.
  • Assignment: You may not assign your rights without our prior written consent; we may assign to an affiliate or in connection with a merger or sale.
  • No Waiver: Failure to enforce a provision is not a waiver.

23. Contact