1.      Definitions

In these general terms and conditions, the following definitions apply:

1.1.   Retail Active: Retail Active Limited a Company registered in England and Wales has the rights with Smartspotter to use the SmartSpotter App in the United Kingdom including Northern Ireland and the Republic of Ireland;

1.2.   Material: the data, photos, files and additional details to be submitted by a Spotter for the fulfillment of an Assignment;

1.3.   Assignment: a SmartSpotter approved request from the Client;

1.4.   Client: the natural or legal person who requests SmartSpotter to execute an Assignment;

1.5.   SmartSpotter B.V.: the private limited company SmartSpotter B.V .;

1.6.   SmartSpotter: The parties known as Retail Active and SmartSpotter B.V.;

1.7.   SmartSpotter App: the software that SmartSpotter uses in connection with the online platform where Clients can upload Assignments that are executed by Spotters;

1.8.   Spotter: a natural person who registers with SmartSpotter to be able to execute Assignments.

 

2.      Relationship Spotter – SmartSpotter

2.1.   By registering as Spotter, an agreement is established between SmartSpotter and Spotter.

2.2.   A Spotter must be 16 years of age or older and is obliged to register his/her real name with SmartSpotter.

2.3.   A Spotter acts as an independent individual, and explicitly not as employee or representative of SmartSpotter or the Client.

2.4.   A Spotter shall be free to either complete or not any assignment and to perform the duties and services required by the assignment, in his or her discretion, acting reasonably and in accordance with the highest standards, deems appropriate.

2.5.   A Spotter shall be free when to complete the assignment if it is still available at such time without seeking the consent of SmartSpotter.

2.6.   A Spotter is free to carry on alternative work from alternative work providers during the term of this agreement.

2.7.   The parties agree that a Spotter is being paid for the service of completing an Assignment. SmartSpotter is under no obligation to pay any sum of money to the Spotter unless an Assignment is completed to a satisfactory level as determined by SmartSpotter.

2.8   The parties agree that under no circumstances are SmartSpotter liable for any costs in completing the assignment other than those set out in 2.7 paid to the Spotter especially any costs incurred by the Spotter in providing a substitute to complete the Assignment.

2.9   A Spotter is solely responsible for any fines, taxes, and any other payments due to public authorities directly or indirectly related to an assignment. For avoidance of doubt, this includes reporting of income to taxation authorities.

2.10   SmartSpotter reserves the right to refuse people as Spotter or to deny a Spotter access to an Assignment without giving any reason, for example if SmartSpotter suspects fraud or thinks that the person concerned is trying to influence the results.

2.11   SmartSpotter is legally obliged to ask for the name, age, email address, Bank Account number and Sort Code of the Spotter when registering and paying for assignments. The Spotter is responsible for ensuring the correctness of this data. Both SmartSpotter and the Spotter must be able to provide a statement of payments to the tax authorities when the tax authorities so requests. The Assignments fall under 'result from other work done’.

 

3.      Usage rules SmartSpotter App

3.1.   A Spotter makes every effort to fulfill the Assignment in such a way that the Material meets the expectations of the Client. The execution of the Assignment takes place at the Spotter's own risk.

3.2.   Spotters may only photograph people if this is expressly requested for the Assignment and if the person concerned has given his/her consent.

3.3.   It is forbidden to send in Material that is violent, nonsensical, copyrighted material or of a sexual character.

3.4.   Spotters agree to indemnify SmartSpotter of any claims by third parties for damage, loss, or intellectual property rights infringements arising from your photographs.

3.5.   The SmartSpotter website and the SmartSpotter App may not be used for purposes other than those for which they are intended.

3.6.   SmartSpotter is not liable for any incidents on the shop floor.

3.7.   SmartSpotter is not responsible for whether or not it is possible to complete an assignment at the location indicated.

3.8.    SmartSpotter is not liable under any circumstances for any direct or indirect damage a Spotter may suffer or incur because of carrying out an assignment.

3.9.    After acceptance of an Assignment, the Spotter ranking will determine how long they have, to execute the Assignment. If the Assignment has not been executed correctly or after the published time frame, the Assignment will be released.

3.10.                  The Material will be approved or rejected by SmartSpotter within 48 hours. SmartSpotter is authorised to reject photos without giving any reason. There will be no correspondence about rejected photos.

3.11.                  After approval of the Material, the amount to which Spotter is entitled is added to his/her account.

3.12.                  SmartSpotter gains access to location data from Assignments and Spotters when the Spotter has granted this permission in the app. The Spotter will only be able to see assignments that can be executed in their vicinity once permission is given in the app to access this location data.

3.13.                 In case of Assignments executed at specific locations, the location and the delivery time of the specific Assignment and Spotter becomes visible to SmartSpotter employees. After the submission, submission time and the address of the Assignment are validated, these details will be visible to the Client. The Spotter information is also anonymized for SmartSpotter employees when the Spotter account is deactivated.

3.14.                 SmartSpotter prevents geolocations fraud by Spotters by tracking geolocations during interactions with the SmartSpotter App. This data is only collected when interactions require geolocation (e.g. during the startup of the SmartSpotter App, when a list of nearby Assignments is requested). In case of large differences between these locations (e.g. a travel distance of hundreds of miles between two interactions), this behavior is marked as possible fraud. Preventing this form of fraud is essential for SmartSpotter's services to its Clients. Geolocations are stored for a week, after which they are automatically deleted.

3.15.                  Our servers and software log requests that are made by the system. These contain the IP address and email address of currently logged-in Users and Spotters. In some cases, geolocations are also requested. Geolocations related to interactions and location spoofing are automatically removed after a week. The remaining information above is automatically collected and deleted after one month.

 

4.      Payment

4.1.   SmartSpotter pays Spotters weekly on Thursday.

4.2.   Amounts in excess of £20.00 can be transferred automatically if the Spotter wants it. This can be indicated in the profile. Payment of smaller amounts can be requested via www.uksmartspotter.com against a payment of £0.50 transaction costs.

 

5.      Liability

5.1.   SmartSpotter is not liable for direct or indirect damages related to or resulting from the execution of an Assignment by a Spotter, except for intent or deliberate recklessness on the part of management staff of SmartSpotter.

5.2.   If the involvement of SmartSpotter in an Assignment leads to liability towards a Spotter, the liability of SmartSpotter is limited to the amount that the Client has paid SmartSpotter for the relevant Assignment minus costs incurred by SmartSpotter in connection to that Assignment.

5.3.   SmartSpotter is not liable for damage caused by incorrect or incomplete data provided by Spotter.

5.4.   SmartSpotter is not liable for damages to Spotter's smartphone caused by or in connection to the execution of the Assignment.

5.5.   Spotter indemnifies SmartSpotter against claims from third parties with regard to damage caused in connection to or arising from the execution of an Assignment.

 

6.      Force majeure

6.1.   Neither party is obliged to fulfill any obligation if he/she is prevented from doing so as a result of force majeure. Force majeure includes: (i) power failure, (ii) internet failure, server failure, computer network or telecommunication facilities.

6.2.   Force majeure also exists if no Assignment can be fulfilled at the location indicated in the Assignment.

 

 

7.       Intellectual property rights and confidentiality

7.1.   Spotter guarantees that no rights of third parties rest on the Material and transfers the intellectual property rights of the Material to SmartSpotter.

7.2.   Insofar as the intellectual property rights on the Material are not transferable, a Spotter grants SmartSpotter an exclusive right of use, with the right to provide sublicenses to third parties.

7.3.   Spotter indemnifies SmartSpotter against claims from third parties regarding violation of their intellectual property rights.

7.4.   The copyright to all content on the SmartSpotter App including applets, graphics, images, layouts and text belongs to Smartspotter or Smartspotter have a licence to use those materials.

7.5.   Spotters are not permitted to copy, reproduce, republish, distribute or display any of the information on the SmartSpotter App without Smartspotter prior written permission.

7.6.   All trademarks, brands and logos generally identified either with the symbol’s TM or ® which are used on this website are either owned by Smartspotter or Smartspotter have a licence to use them. Your access to the SmartSpotter App does not license you to use those marks in any way without the respective rights-holder’s written permission.

7.7.   All Intellectual Property rights extend to any works derived from the contents of the Smartspotter App.

7.8.   Spotters must not disclose any confidential information about the Client or SmartSpotter to a third-party (that is, a party other than the Client and SmartSpotter) except as required by law. Confidential information includes, but is not limited to, any of the following:

7.8.1.Information pertaining to business practices, financial information, personal information of employees and officers, trade secrets, and any other information which would ordinarily be considered as confidential; or

7.8.2.Anything under copyright, patent, or trademark; or

7.8.3.Information explicitly communicated to you as being confidential.

 

8.      Termination

8.1.   SmartSpotter is entitled to terminate the agreement at any time.

8.2.   If Spotter has not used his/her account for three months, the account will be closed. Spotter will receive notice of this by email and has the right to withdraw the credit for 2 months thereafter. After that period, the credit will expire at SmartSpotter.

8.3.   Termination by Spotter may take place at any time, if Spotter has no more open assignments.

8.4.   Spotter accounts are automatically and permanently deactivated and deleted after three months of inactivity. At that time, the Spotter has already received several warning messages about this. When a Spotter asks SmartSpotter to deactivate his / her account, the account is immediately deactivated and removed.

 

 

9.      Confidentiality and Data Protection

9.1.   SmartSpotter acts in accordance with the General Data Protection Regulation (GDPR). Personal data are only processed within the framework of an agreement and for the performance of an Assignment.

9.2.   Spotters are entitled to information, access, correction or removal of the data that we store from you as an individual. If you want to use this right, you can send an email to privacy@smartspotter.com, along with a copy of your ID and your request. After confirming your identity, we will provide you with the information or grant your request within 1 month.

9.3.   Your services for or on behalf of Company may expose you confidential, proprietary or personal data of Company or its customers and you are obligated to comply as “Supplier” with the following obligations with respect to such information:

9.4.   Personal data’ means any information relating to an identified or identifiable person (‘data subject’), for example name, address, national insurance number, health data; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data such as a postcode, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

9.5.   Company hereby appoints Supplier as a Processor in respect of all Company Personal Data Processed by it in order to provide the Service(s).

9.6.   Supplier shall only Process Company Personal Data to the extent and in a manner necessary to provide the Service(s) and in accordance with Company’s documented instructions (which may be specific or general in nature as set out in this Agreement or as otherwise notified by Company to the Supplier under this Agreement), and shall not Process Company Personal Data for any other purpose. Supplier shall not retain Company Personal Data, whether in electronic (on its computer systems) or physical form, longer than is necessary to perform the Service(s) and in accordance with Company’s documented instructions, and in no case longer than fourteen (14) days after the completion of the applicable Service, unless required to retain longer by applicable law or other legal obligation. Supplier may collect and use data that does not fall within the definitions of Company Personal Data for statistical purposes and to conduct aggregated data analyses.

9.7.   Any Processing of Company Personal Data by or on behalf of Supplier for any purposes not specified by Company shall be deemed a material breach of the Agreement by Supplier.

9.8.   The Company Personal Data shall only be processed by the supplier, the supplier shall not subcontract any work or processing of the Company Personal Data

9.9.   Supplier shall promptly notify Company in writing and cooperate in good faith to resolve any conflict if:

9.9.1.it believes that any instruction from Company violates applicable Privacy Law;

9.9.2.it is unable to comply with Company’s instructions for any reason; or

9.9.3.it is unable to comply with Company’s instructions or the terms of the Agreement in relation to the Processing of Company Personal Data due to legislation applicable to it or arising as a result of a change to that legislation or the introduction of new legislation.

9.10.                Supplier acknowledges that is has no right, title or interest in Company Personal Data or in any Company intellectual property, confidential or proprietary information and may not sell, rent or lease Company Personal Data to anyone.

 

9.11.                 Upon the termination or expiration of this Agreement, or at any other time upon Company’s request, Supplier shall immediately and permanently delete all electronic copies of Company Personal Data from its computer systems (including without limitation, servers, hardware and mobile devices) and from digital media in its possession or control; and in respect of hard copies of Company Personal Data, Supplier shall return to Company or securely destroy, at Company’s election, all originals and copies of Company Personal Data in its possession, custody or control. Supplier shall provide a certification confirmation that all Company Personal Data has been returned or securely destroyed within ten (10) business days of Company’s request.

9.12.                 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons to whom the Personal Data relates the Supplier shall implement appropriate physical, technical and organizational measures to ensure a level of security for Company Personal Data appropriate to the risk, including but not limited to:

9.12.1.   Complying with all the data protection and security requirements identified in this Agreement.

9.12.2.   Restraining from copying or reproducing any Company Personal Data except as technically necessary to provide the Service(s) (e.g., for data backup for business continuity or disaster recovery purposes) or to comply with Privacy Law.

9.12.3.   To the extent possible, physically and/or logically segregate Company Personal Data from any other data of Supplier or a third party.

9.12.4.   Promptly informing Company if any Company Personal Data is lost, destroyed, damaged, corrupted or unusable, and restore the data without unreasonable delay at Supplier’s expense.

9.12.5.   Supplier shall restrict access to the premises and facilities where Company Personal Data is processed and to data systems and equipment used to process Company Personal Data to ensure that appropriate procedures are in place: Ensuring that any mobile device used in conjunction with any work completed on behalf of the company has the encryption setting switched on

9.12.5.1.        To prevent unauthorized persons from gaining access to Company Personal Data.

9.12.5.2.        To ensure that any individuals with access to Company Personal Data:

9.12.5.3.        Have been authorized and have a need to access the data;

9.12.5.4.        Are bound by appropriate confidentiality obligations;

9.12.5.5.        Are required to comply with Supplier’s information security and data safeguarding requirements consistent with this Agreement.

9.12.6.   During the time when Company Personal Data is in its possession, Supplier shall forward to Company any request for access, complaint, notice or other communication from a Data Subject or a Supervisory Authority, i.e the Information Commissioners Office, in connection with Company Personal Data (“Communication”) within two (2) business days. Supplier shall reasonably cooperate with Company in connection with a Communication with any individual or regulator regarding Company Personal Data and seek Company’s prior approval before responding to a Communication unless otherwise agreed with Company.  Company shall promptly notify Company of any breach of security or any loss of data affecting Company Personal data, which shall in no event be later than twenty-four (24) hours after discovery of such breach or loss.

 

10.  After-work

10.1.                 Obligations which, by their nature are intended to continue after termination of the agreement, shall continue to exist after termination of the agreement. The termination of the agreement expressly does not discharge the parties from the provisions regarding liability, intellectual property rights, applicable law and choice of forum.

 

11.  Applicable law and competent court

11.1.                 The law of England and Wales applies exclusively to all agreements between the parties and the execution thereof.

11.2.                 Any disputes must be submitted to the competent court in England and Wales.