Humii Shopper Terms of Service

1. About the Platform

The Humii Platform (the “Platform”), is an online platform that allows the posting of short term anonymous shopping reports (the “Report”), set out at www.humii.co (the “Website”), between:

  • business and corporate users of the Platform who need the Report completed (the “Clients”); and

  • individuals who would like to undertake the Report and receive payment for the same (the “Shoppers”)

  • (collectively referred to as the “Services”)

The Platform is operated by Retail Sentinel Pty Ltd t/as Humii (“Humii”). Access to and use of the Platform, or any of its associated products, is provided by Humii. Please read these terms and conditions (the “Terms”) carefully. By using, browsing and/or signing up for use of the Platform, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Platform immediately.

Humii reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Humii updates the Terms, it will use reasonable endeavours to provide you with notice of the same. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records

2. Acceptance of the Terms

You accept the Terms by registering for the Services and/or accepting the Terms by clicking to accept or agree to the Terms where and if this option is made available to you by Humii in the user interface of the Platform upon registration.

3. The Services

In order to access the Services, you are required to register for an account with Humii (the “Account”) and set up a personal profile.As part of the registration process, or as part of your continued use of the Services, you will be required to provide personal information about yourself (such as identification, contact details, likes and interests etc). You will also be requested to provide Humii with:

  • an email address and/or preferred username; and

  • a password

You agree that any registration information you give to Humii will always be accurate, correct and up to date.Once you have completed the registration process you will be a registered Shopper (the “Shopper”) and agree to be bound by these Terms.

You may not use the Services and may not accept the Terms if:

  • you are not of legal age to form a binding contract with Humii; or

  • you are a person barred from receiving the Services under the laws of the country in which you are resident or from which you use the Services or any country in which Humii operates.

4. Your account obligations:

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

  • not to share your profile with any other person;

  • use the Services only for purposes that are permitted by:

    • The Terms; and
    • any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
  • any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Humii of any unauthorised use of your password or email address or any breach of security of which you have become aware;

  • you must not expressly or impliedly impersonate another Shopper or use the profile or password of another Shopper at any time;

  • you agree not to harass, impersonate, stalk, threaten another Shopper of the Platform;

  • access and use of the Platform is limited, non-transferable and allows for the sole use of the Platform by you for the purposes of providing the Services;

  • ‍you will not use the Services or Platform for any illegal and/or unauthorised use which includes collecting email addresses of Shoppers by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Platform;

    • you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from Shopper profiles without notice and may result in termination of the Services. Appropriate legal action will be taken by Humii for any illegal or unauthorised use of the Platform; and
    • you acknowledge and agree that any automated use of the Platform or its Services is prohibited
  • As a Shopper, you acknowledge that you will be engaged as an independent contractor and that you are solely responsible for taking this into consideration in respect to any tax or insurance obligations that you hold when engaging in the Services.

  • As a Shopper, you agree to comply with any direction given by retail store staff, either physical in-store or online. When shopping in-store and

  • in the event there are terms and conditions of entry displayed in or at the entrance of the store which state that photographs or filming is not allowed, you will introduce yourself to a staff Shopper and require permission to proceed with your Report;

  • not take photographs nor proceed with your Report if asked not to do so.

5. Using the Services as a Shopper

  • As a Shopper, the Platform provides you with the opportunity to:

    • review Reports posted by Humii;
    • accept to complete the Report; and
    • receive payment from Humii for completing the Report (the “Shopper Fee”).
  • You acknowledge that the Report can be cancelled or rejected by Humii. For more information please refer to the Frequently Asked Questions available through the Website.

  • You acknowledge that, in using the Services, you are not employed by Humii or the Client in any capacity and, accordingly, you do not have any rights as an employee of Humi or the Client. You agree that when reviewing the Report, interacting with the Client, or completing the Report, or anytime thereafter; you will:

  • comply with all laws and regulations which apply to the Report. This includes, but is not limited to:
  • comply with any licencing or permit requirements should you require a licence or permit to complete the Report;
  • obtain professional indemnity insurance if the Report requires professional indemnity insurance;
  • obtain public liability insurance if the Report is being held at a public location where no public liability insurance is held by the occupier;
  • comply with all applicable tax, workplace and industrial relations laws to which you may be subject;
  • provide the Client with a copy of your professional liability or public liability insurance policy within seven (7) days upon request by Humii or the Client;
  • provide the Client with evidence of your permit or licence number (if required by law) within seven (7) days upon request by the Client;
  • By Humii offering the Services to you, you agree that:

    • Humii will pay an agreed rate (the “Shopper Fee”) for each completed Report.
    • The Shopper Fee will be paid on a fortnightly basis and will be based on Reports completed in the previous fortnightly pay period.
  • Please note that if you are inactive on the Platform for more than three (3) months, then we reserve the right to revoke Shopper access without notice and immediate effect.

  • As a Shopper, you acknowledge and agree that Humii will rate the level of expertise that you have shown in completing the Report. This rating will then appear on your profile in the Platform as an average of the ratings you have received.

  • If you believe that a rating is incorrect or unreasonable, please notify Humii through the platform so that we can assess whether the rating should be removed and/or updated in your profile.

  • Humii reserves the right to withhold payment to a Shopper if a Shopper’s rating drops below the appropriate service level OR if individual reports are deemed to be of an inadequate quality standard as determined by Humii.

6. Engagement as an Independent Contractor

  • You acknowledge and agree that in arranging to perform the Report for Humii, you are not employed by Humii in any capacity and are not entitled to any rights as an employee.

  • You understand that, in performing the Report for Humii, you will be engaged solely as an Independent Contractor by Humii and that this may, where applicable, carry with it certain obligations including but not limited to:

    • obtaining an Australian Business Number or Australian Company Number;
    • maintaining your own timesheets and records of work completed;
    • providing and using your own tools;
    • paying your own tax and superannuation payments; and
    • paying for any professional indemnity or public liability insurances.
  • You warrant that in using the Services, you have taken all reasonable steps to ensure that you are able to be engaged as an Independent Contractor by Humii.

7. Obligations as an Independent Contractor

Confidential Information

  • By accepting these Terms, and arranging to perform a Report for Humii through the Services, the Shopper acknowledges and agrees that they will not, during the course of the Report or thereafter, except with the consent of Humii, as required by law or in the performance of their duties, use or disclose confidential information relating to the business of Humii, including but not limited client lists, trade secrets, client and supplier details, pricing structures, Humii’s financial information or results, any information with respect to Humii’s plans, strategies and forecasts and all documents created by the Shopper during the course of the Report (the “Confidential Information”).

  • The Confidential Information remains the sole property of Humii. The Report shall not either during or after the Report, without the prior consent of Humii, directly or indirectly divulge to any person or use the Confidential Information for his or her own or another’s benefit.

Intellectual Property

  • In engaging with Humii to complete the Report, the Shopper may create or have access to Intellectual Property Rights in relation to the work performed as part of the Report. For the avoidance of doubt, Intellectual Property Rights means all past, present and future rights in relation to copyright, trademarks, designs, patents or other proprietary rights, or any rights to registration of such rights, whether created directly or indirectly during the performance of the Report (the “Intellectual Property Rights”).

  • The Shopper recognises that all Intellectual Property Rights are the property of Humii and the Shopper agrees to take all such steps as practicable to ensure that the Intellectual Property Rights will vest in, and remain vested, in Humii during and after the course of the Report.

  • The Shopper assigns to Humii all and any Intellectual Property Rights created, written, developed or otherwise brought into existence by the Shopper during the course of the Report or whilst using Humii’s platform facilities, or otherwise.

  • The Shopper warrants that Humii owns the Intellectual Property created by the Shopper in the course of the Report and hereby expressly authorises Humii to use all or any such work and the Shopper agrees that it does not have any right or interest in respect of any Intellectual Property currently being used or capable of being used in Humii’s business.

  • The Shopper hereby indemnifies and agrees to keep indemnified Humii against all liability, losses or expenses incurred by Humii in relation to or in any way directly or indirectly connected with any breach of the Report.

  • The Shopper agrees to sign all documents and take all necessary steps to assign the Intellectual Property Rights to Humii when requested to do so by Humii.

Moral Rights

  • To the extent that the Shopper has Moral Rights in the Intellectual Property, the Shopper gives Moral Rights Consent. For the purposes of the Report, “Moral Rights” means any moral rights including the rights described in Article 6 of the Berne Convention for protection of Literary and Artistic Works 1886 (as amended and revised from time to time) being “droit moral” or other analogous rights arising under any statute (including the Copyright Act 1968 (Cth) or any law of the Commonwealth of Australia), that exist or that may come to exist, anywhere in the world. A “Moral Rights Consent” means a waiver of Moral Rights to the extent permitted by law and an unconditional consent to any act or omission in relation to the Intellectual Property Rights by or on behalf of Humii, its Personnel or any licensee or subsequent owner of copyright in the Material.

8. Copyright and Intellectual Property of Humii

The Platform, the Services and all of the related products of Humii are subject to copyright. The material on the Platform is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the content and compilation of the Platform (including but not limited to text, graphics, logos, button icons, video images, audio clips, Platform, code, scripts, design elements and interactive features) (the “Content”) are owned or controlled for these purposes, and are reserved by Humii or its contributors.

All trademarks, service marks and trade names are owned, registered and/or licensed by Humii, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Shopper to:

  • access the Platform on a device via a web browser

  • use the Platform pursuant to the Terms;

  • copy and Client the Platform and the material contained in the Platform in your device’s cache memory; and

  • print pages from the Platform for your own personal and non-commercial use.

  • Humii does not grant you any other rights whatsoever in relation to the Platform or the material on the Platform. All other rights are expressly reserved by Humii.

Humii retains all rights, title and interest in and to the Platform and all related content.  Nothing you do on or in relation to the Platform will transfer any:

  • business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or

  • a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or

  • a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.

You may not, without the prior written permission of Humii and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Content or third party content for any purpose. This prohibition does not extend to materials on the Platform which are freely available for re-use or are in the public domain.

If you broadcast, publish, upload, transmit, post or distribute any content on the Platform or to Humii (“Your Content”), then you grant to them a non-exclusive, transferrable, perpetual, royalty-free, irrevocable, worldwide licence to broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change Your Content.

9. General Disclaimer

Nothing in the 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 law may not be limited or excluded.

Subject to this clause 9, and to the extent permitted by law:

  • all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and

  • Humii 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), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

  • Use of the Platform and the Services is at your own risk. Everything in relation to the Platform and the Services are provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors, third party content providers or licensors of Humii make any express or implied representation or warranty about its Content or any products or Services (including the products or services of Humii) referred to on the Platform. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

    • failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
    • the accuracy, suitability or currency of any information on the Platform, the Service, or any of its Content related products (including third party material and advertisements on the Platform);
    • costs incurred as a result of you using the Platform, the Services or any of the products of Humii;
    • the Content or operation in respect to links which are provided for your convenience;
    • any failure to complete a transaction, or any loss arising from e-commerce transacted on the Platform; or
    • any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.

10. Limitation of liability

Humii’s total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.

You expressly understand and agree that Humii, its affiliates, employees, agents, contributors, third party content providers and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

Humii is not responsible or liable in any manner for any content posted on the Platform or in connection with the Services, whether posted by Humii or by Shoppers or by any other third parties.

Humii does not control and is not responsible for the behaviours and actions of its Shoppers, Clients, their comments, posts or information that they upload. Accordingly, Humii is not responsible for any offensive, inappropriate, obscene or unlawful content or actions that you may encounter on the Platform or in connection with your use of the Services.

11. Termination of Contract

The Terms will continue to apply until terminated by either you or by Humii as set out below.
If you want to terminate the Terms, you may do so by:

  • notifying Humii at any time; and

  • closing your accounts for all of the services which you use, where Humii has made this option available to you.

  • Your notice should be sent, in writing, to Humii via the humii contact page https://www.humii.co/contact or via email to shopper.support@humii.co

Humii may at any time, terminate the Terms with you if:

  • you have breached any provision of the Terms or intend to breach any provision;

  • Humii is required to do so by law;

  • the partner, if any, with whom Humii offered the Services to you has terminated its relationship with Humii or ceased to offer the Services to you;

  • Humii is transitioning to no longer providing the Services to Shoppers in the country in which you are resident or from which you use the service; or

  • the provision of the Services to you by Humii is, in the opinion of Humii, no longer commercially viable.

Subject to local applicable laws, Humii reserves the right to discontinue or cancel your account at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Platform or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Humii’s name or reputation or violates the rights of those of another party.

When the Terms come to an end, all of the legal rights, obligations and liabilities that you and Humii have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.

12. Indemnity

You agree to indemnify Humii, its affiliates, 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 your Content;

  • any direct or indirect consequences of you accessing, using or transacting on the Platform or attempts to do so; and/or

  • any breach of the Terms.

13. Dispute Resolution

Compulsory:

  • If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sort).

Notice:

  • A party to the Terms claiming a dispute (“Dispute”) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

Resolution:

  • On receipt of that notice (“Notice”) by that other party, the parties to the Terms (“Parties”) must:

    • Within seven (7) days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
    • If for any reason whatsoever, twenty-one (21) days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Law Society of Victoria or his or her nominee;
    • 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 Sydney, Australia.

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.

Termination of Mediation:

  • If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

14. Venue and Jurisdiction

The Services offered by Humii are intended to be viewed by residents of Australia and any other country that Humii is contracting its services. In the event of any dispute arising out of or in relation to the Platform, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.

15. Value Added Taxes

Unless otherwise stated, all amounts, including out of pocket expenses, expressed and described on or in connection with these Terms, are listed in the local currency of the country in which the Report is posted.

16. Governing Law

These Terms are governed by the laws of New South Wales, Australia.  Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

17. Independent Legal Advice

Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

18. Severance

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