Terms of Services

1.1These terms of service (Terms) govern the use by you of the TGSleadership.com website (Website) including any content, functionality and services offered on or through the Website, together with all services provided offline such as coaching and workshops. Your use of the Website or participation in offline services is an acceptance of these terms and constitutes a legally enforceable agreement between TGS Leadership Pty Ltd (ABN 78 649 058 499) (TGS, we us, our) and you or the legal entity more fully described in an applicable Order Form. The terms of an Order Form form part of and are governed by these Terms.

2.1We agree to provide the Services for your personal use or for your internal business purposes as specified in an Order Form and we grant you a non-exclusive, non-transferable, non-assignable right to use the Services solely for these personal or internal business purposes.

2.2You will

1. be responsible for your compliance with these Terms and the Order Form;
2. use commercially reasonable efforts to prevent unauthorised access to, or use of the Services, and notify us promptly of any unauthorised access or use;
3. use the Services only in accordance with these Terms and applicable Laws and Regulations.

2.3To access the Website or receive the Services, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide is correct, current and complete. You agree that all information you provide is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

2.4You must not:

1. make the Services available to, or use the Services for the benefit of, anyone other than you or your Authorised Users;
2. attempt to undermine the security or integrity of our systems or networks or, where the Services are hosted by a third party, that third party's systems and networks;
3. use, or misuse, the Services in any way which may impair the functionality of the Services or the Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or the Website;
4. transmit, or input into the Website any files that may damage any other person's computing devices or software; software material or Data that may be offensive, or in breach of any law; and
5. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website.

If you are an employer or otherwise are purchasing the services for others to use, clauses 2.5 and 2.6 shall apply.

2.5You acknowledge and agree that, subject to any applicable written agreement between you and your Authorised Users, or any other Applicable Laws:

1. You determine who is an Authorised User;
2. You are responsible and liable for all Authorised Users’ use of the Services;
3. You control each Authorised User’s access to the Services at all times and can revoke or change an Authorised User’s access at any time and for any reason, in which case that person or entity will cease to be an Authorised User;
4. Any breach of these Terms by an Authorised User will be treated by us a breach of these Terms by you.
5. You warrant and agree that you will obtain permission from Authorised User in relation to the Services and any reports generated regarding the Authorised User and indemnify us absolutely in respect of same.
6. To the extent permitted by law, we accept no liability for the accuracy of any information made available on or as a result of you or an Authorised User using the Website.
7. Any consent or statement made by an Authorised User through the Services is valid and binding unless and until revoked by the Authorised User, and we may rely on a consent or statement made through the Services without any need to further verify the veracity of that consent;
8. The Website may be hosted on servers located anywhere in the world and may also use email servers in different locations.
9. You are solely responsible for ensuring that your use of the Services is compliant with the laws applicable to you; including without limitation employment and privacy laws; and
10. You must ensure that your own privacy policy and other statements about how you handle the personal information of Individuals are accurate in respect of your use of the Services.

2.6You agree and warrant that:

1. To the extent permitted by law you indemnify and hold TGS harmless against all costs, claims damages and expenses arising from any claim in relation to the Services, including any:
   1. Penalty imposed upon you;
   2. Injury, illness or death caused to an Individual or Third Party;
   3. Damage to the property of any Individual or Third Party;
   4. Claim of infringement of intellectual property rights made by a Third Party;
   5. Claim of breach of confidentiality by any Third Party;
2. You will not store or record any Information that you can access through the Website unless you are fully compliant with the local privacy laws applicable to you;
3. You shall not disclose any information about an Individual to any other person or party other than as authorised by the Individual;
4. You shall ensure all Personal Information you have access to through is kept and used in accordance with applicable privacy laws in the jurisdiction.

If you are an individual purchasing the services for your personal use or, if you are using the Website and receiving the Services at the request or direction of your employer or other third party, clause 2.7 shall apply.

2.7You agree and accept that:

1. You are using the Website at your own risk. To the extent permitted by law, under no circumstance will we be liable for any injury, illness, death or damage to property resulting from the use of the Website.
2. To the extent permitted by law, we accept no liability for the accuracy of any information or report made available to you, your employer or any third party as a result of you using the Services.
3. You indemnify us against all costs, claims damages and expenses for any personal injury or property damage caused as a result of your use of the Services;
4. You expressly acknowledge and consent that TGS may share the result of the use of the Services and other personal information you provide with your Employer or the third-party provider that has required you to utilise the Services;
5. Any consent or statement made by you through the Website is valid and binding unless and until revoked in writing by you, we may rely on the consent or statement without any need to further verify the veracity of that consent;
6. All information input into the Website about you is provided with your consent.

3.1Payment Obligations

1. You are required to pay all fees as specified in the Order Forms associated with your purchase of Services. The Order Form will outline the specific costs, payment schedule and any additional charges related to the Services you are accessing.
2. Payments must be made using the method specified in the Order Form.
3. All payments must be made by the due date and in the manner specified in the Order Form. Late payments may incur additional fees or interest charge at a rate of 5% above the Reserve Bank of Australia Cash Rate as at the date payment is due.

3.2GST

Unless expressly stated otherwise in an Order Form, any sum payable, or amount used in the calculation of a sum payable, under these Terms has been determined without regard to GST and must be increased on account of any GST payable under this clause 3.

The parties may exchange Confidential Information for the purpose of implementing the provision of Services. The disclosing party shall retain all rights to its Confidential Information. The receiving party shall take such reasonable measures to prevent the unauthorized disclosure to third parties of Confidential Information as it would take to prevent disclosure of its own Confidential Information. Disclosure will be limited to such employees and agents as necessary to effectuate the provision of Services. Except as necessary for proper evaluation, documents obtained pursuant to these Terms may not be duplicated in any manner without the written permission of the disclosing party; all Confidential Information exchanged pursuant to these Terms must be returned to the disclosing party upon request. TGS will not disclose any Confidential Information to any third party. TGS agrees to provide access to reports and information generated by TGS that include Confidential Information only to designated Company employees. Upon your request, TGS shall deliver all items containing any Confidential Information to you.

5.1Title to, and all Intellectual Property Rights in the Services as well as the Website and any documentation relating to the Services remains our property.

5.2We grant you during the Term a royalty free, limited, licence to use, and otherwise exercise all Intellectual Property Rights in the Website or incorporated into the Services which is required to enable you to fully utilise the Services.

5.3You grant us a licence to use, copy, transmit, store, and back-up your information and Data for the purposes of enabling you to access and use the Services and for any other purpose related to provision of services to you.

5.4The parties agree that all Deliverables and Work Product shall become your property upon delivery and receipt of full and complete payment by us of all fees for such Deliverables and/or Work Product. Except as otherwise expressly provided in these Terms of Service or in any Order Form, no rights, title or interest to any TGS Intellectual Property is given to you; all such rights are hereby reserved by us.

5.5We may collect, use, and share data derived from the Services provided to you, provided that such data is anonymized. "Anonymized Data" refers to information that does not identify any individual and cannot reasonably be used to re-identify any individual. We may use Anonymized Data for any lawful purpose, including but not limited to improving our services, conducting research and analysis, developing new products, and generating statistical reports. We will ensure that any data shared with third parties or used for such purposes will be handled in accordance with applicable data protection laws and regulations.

6.1Each party (Indemnifier) irrevocably indemnifies and covenants to hold the other party (Indemnified Party) harmless from and against all Losses suffered by the Indemnified Party (including third party claims on the Indemnified Party) which arise in connection with any breach of these Terms by the Indemnifier and/or any negligent or other tortious conduct of the Indemnifier in the provision of the Services, except to the extent that those Losses were caused by or contributed to by the Indemnified Party.

6.2For the avoidance of doubt, the indemnity under these Terms does not include and will not be extended by any consequential or indirect costs.

6.3Each indemnity contained in these Terms is an additional, separate, independent and continuing obligation that survives the termination of these Terms despite any settlement of account or other occurrence and remains in full force and effect until all money owing, contingently or otherwise, under the relevant indemnity has been paid in full.

6.4WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTY IS GIVEN THAT THE OPERATION OF ANY SOFTWARE SHALL BE UNINTERRUPTED OR ERROR FREE. ANY MODIFICATIONS BY YOU TO ANY TOOLS AND DELIVERABLES SHALL VOID YOUR LIMITED WARRANTY RIGHTS EXPRESSED HEREIN.

6.5Where the conditions, representations and warranties referred to in clause 6.4 can only be disclaimed or excluded by law, then our aggregate liability that of our Representatives in respect of any Claim for Losses that you and/or any of your Representatives may bring against us in respect of the Services is limited, at the Company’s election, to one or a combination of the following remedies:

1. re-supply of the Services;
2. the refund of any amounts paid (either in full or part) by you to the Company under these Terms in respect of the Services.

• The above remedies however shall not exceed the amount paid to us by you for the Services.

6.6To the maximum extent permitted by law, we and our Representatives expressly exclude liability for any damage and/or delay in the performance of any obligation of the Company under these Terms where such damage or delay is caused by circumstances beyond our reasonable control. You acknowledge and agree that we hold the benefit of this clause 6.6 for ourselves and as agent and trustee for and on behalf of each of our Representatives.

7.1If You

1. materially breach these Terms and do not remedy such breach within thirty (30) days of written notice provided by us;
2. fail to pay the Fees as required by these Terms or if any prepayment is declined, charged back or other otherwise not processed, we may elect to suspend your access to the Service. We may terminate these Terms if you have not made the required payments within seven (7) days of notice from us;
3. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any payment of Fees that are more than 30 days overdue); or
4. you or your business become insolvent or your business goes into liquidation or has a receiver or manager appointed of any of its assets or if you become insolvent, or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction,

We may take any or all of the following actions, in our sole discretion:

5. Terminate these Terms and your use of the Services and the Platform;
6. Suspend for any definite or indefinite period of time, your use of the Services and the Platform;
7. Suspend or terminate access to all or any Data.

7.2The obligations of the parties under clause 4 (Confidentiality), clause 5 (Intellectual Property), clause 5.5 (Liability and remedies), and this clause 7 will survive the termination of these Terms.

8.1A Notice given to a party under these Terms must be sent to the address, or email address of the relevant party as the relevant party may notify to the other party from time to time.

8.2A notice is deemed to have been received:

1. if delivered personally, at the time of delivery;
2. if delivered by commercial courier, at the time of signature of the courier’s receipt;
3. if sent by pre-paid post, 3 days from the date of posting;
4. if sent by e-mail, at the sent time (as recorded on the sender’s e-mail server), unless the sender receives a notice from the party’s email server or internet service provider that the message has not been delivered to the party,

1. Except that, if such deemed receipt is not within business hours (meaning 9:00 am to 5:30 pm on a Business Day), the notice will be deemed to have been received at the next commencement of business hours in the place of deemed receipt.

9.1These Terms together with the Order Form contains the entire understanding between the parties in relation to its subject matter and supersedes any previous arrangement, understanding or agreement. There are no express or implied conditions, warranties, promises, representations, obligations or other terms, written or oral, in relation to these Terms other than those expressly stated in it or necessarily implied by statute.

9.2If a provision or the application of a provision of these Terms is invalid, prohibited, void, illegal or unenforceable in a jurisdiction:

1. it is to be read down or severed or be ineffective in that jurisdiction to the extent of the prohibition, invalidity voidness, illegality or unenforceability; and
2. this will not affect the validity or enforceability of that provision in another jurisdiction, or the remaining provisions.

9.3Any waiver of a right under these Terms must be in writing and signed by the party granting the waiver.

9.4No failure, delay, relaxation, forbearance or indulgence by a party in exercising any power or right conferred upon it under these Terms will operate as a waiver of that power or right in any subsequent matter or prejudice or restrict the rights of the party. No single or partial exercise of any power or right precludes any other or future exercise of it, or the exercise of any other power or right under these Terms.

9.5A party must not assign or otherwise transfer, create any charge, trust or other interest in, or otherwise deal in any other way with, any of its rights under these Terms without the prior written consent of the other party.

9.6These Terms and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by the laws of New South Wales. The courts of New South Wales, have exclusive jurisdiction in relation to any dispute that arises out these Terms.

10.1The following definitions apply in these Terms:

• Assessments means all TGS’s assessments of any kind, their component scales and any variations of such assessments and scales.
• Approvals means all approvals, authorisations, permits, consents, determinations and licences which are issued, or required to be issued, by any Governmental Agency to permit the use of the Services and the utilisation of any reports.
• Authorised Users means those persons who are authorized by you to have access to the Website.
• Business Day means a weekday (other than public holiday) in Sydney, New South Wales.
• Claim means any actual, contingent, present or future claim, complaint, demand, proceeding, suit, litigation, action, cause of action or other legal recourse for any Loss, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether in contract, tort (including but not limited to negligence), under statute or otherwise.
• Confidential Information means all information, including trade secrets, know-how, proprietary information, formulae, processes, techniques and information relating to the disclosing party’s past, present and future marketing, financial, research and development activities, and personal information about employees, policyholders, customers, licensors, contractors and others, that may be disclosed, whether orally or in writing, to the receiving party, or that may be otherwise received or accessed by the receiving party in connection with these Terms and which is information either identified as being Confidential Information, or which is information that a reasonable person would understand to be Confidential Information.
• Deliverables means those items containing Work Product developed and delivered by us as part of the Services.
• Copyright Act means the Copyright Act 1968 (Cth).
• Corporations Act means the Corporations Act 2001 (Cth).
• Force Majeure means any act, event or cause (other than lack of funds) which is beyond the reasonable control of the affected party.
• Governmental Agency means any government or governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity whether foreign, federal, state, territorial or local.
• GST has the same meaning given to that expression in the GST Law.
• GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth), as in force from time to time.
• GST Law has the same meaning given to that expression in the GST Act.
• Intellectual Property Rights means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, algorithms, database rights, rights in confidential information (including know-how, trade secrets and marketing secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• Losses means any loss, damage, debt, cost, charge, expense, fine, outgoing, penalty, diminution in value, deficiency or other liability, whether arising in contract, negligence, tort, equity, statute or otherwise; and that a party pays, suffers or incurs or is liable for.
• Material means all documents and other materials relating to the Services (including without limitation all copyrightable works of TGS ) as well as all copies of such work in whatever medium fixed or embodied including without limitation test booklets, answer forms, technical manuals online dashboards and Reports provided to you also including any data, instructions, documents, descriptions, reports, advice, or any other material.
• Moral Rights has the same meaning as that term has in Part IX of the Copyright Act.
• Notice means any notice or other communication by one party to the other party under the terms of these Terms including but not limited to any request, demand, consent, waiver or approval.
• Order Form means a document that specifies the details of goods or services being purchased, ordered, or provided under the terms of this agreement. It typically includes the specific items, pricing, quantities, delivery timelines, and other relevant terms related to the transaction
• Personal Information has the meaning given in the Privacy Act.
• Privacy Act means the Privacy Act 1998 (Cth).
• Products means Assessments, , Reports and Materials
• Representatives means, in respect of a person, the employees, officers, consultants, agents and professional advisers of that person.
• Reports means the documents such as graphs and narrative text generated from scoring the Assessments and shall include but not be limited to reports used for individual and/or group selection and development or organizational development.
• Services means the Assessments and Reports provided to you or Authorised Users under these Terms.
• Work Product means all information, documents and copyrightable material and other tangible and intangible materials authored and delivered by TGS in connection with the Services and included within the Deliverables but excluding any Intellectual Property Rights.