Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "User") and Talent IQ Pty Ltd ("Talent IQ", "we", "us", or "our"), a company registered in New South Wales, Australia, with its principal place of business at Sydney, New South Wales, 2000, Australia.

By accessing or using the Talent IQ website, platform, or any related services (collectively, the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms, and references to "you" shall include that organisation.

If you do not agree to these Terms, you must not access or use the Service.

2. Description of Service

Talent IQ is a workforce intelligence platform that uses artificial intelligence to analyse skills, facilitate internal talent mobility, generate career pathway recommendations, provide workforce analytics, and support recruitment decisions. The Service is provided as a software-as-a-service (SaaS) solution accessible via web browser and, where applicable, companion mobile applications.

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice. We will use reasonable efforts to provide advance notice of material changes that may affect your use of the Service.

3. Eligibility

The Service is intended for use by businesses and professionals. By using the Service, you represent that you are at least 18 years of age and have the legal capacity to enter into a binding agreement. The Service is not intended for personal, non-commercial use by individual consumers.

4. Account Registration and Security

To access certain features of the Service, you must create an account by providing accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You agree to:

• Provide truthful and accurate information during registration.
• Keep your login credentials secure and not share them with unauthorised individuals.
• Notify us immediately at sales@talent-iq.com if you suspect any unauthorised access to your account.
• Accept responsibility for all actions taken through your account, whether or not authorised by you.

We reserve the right to suspend or terminate accounts that we reasonably believe have been compromised or are being used in violation of these Terms.

5. Subscription Plans and Payment

Access to the Service is provided under subscription plans as described on our website or in a separate order form or enterprise agreement. Unless otherwise agreed in writing:

• Subscription fees are billed in advance on a monthly or annual basis, depending on the plan selected.
• All fees are quoted in Australian Dollars (AUD) unless otherwise specified and are exclusive of applicable taxes.
• Payment is due on the date specified in your invoice or at the start of each billing cycle.
• We may adjust pricing with at least 30 days’ written notice prior to the start of a new billing cycle.

If payment is not received within 14 days of the due date, we may suspend access to the Service until the outstanding balance is settled. Non-payment for 60 days or more may result in termination of your account.

6. Free Trials and Waitlist

We may offer free trials or early access through our waitlist program at our discretion. During a free trial, you may access certain features of the Service at no charge for a specified period. At the end of the trial, your access will convert to a paid subscription unless you cancel before the trial period expires. We reserve the right to modify or terminate free trial offers at any time.

Joining our waitlist does not guarantee access to the Service or any specific features. Waitlist positions are non-transferable.

7. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Service in any manner that violates any applicable local, state, national, or international law or regulation.
• Attempt to gain unauthorised access to any part of the Service, other accounts, computer systems, or networks connected to the Service.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service or any underlying algorithms.
• Use the Service to transmit any malicious software, viruses, or harmful code.
• Interfere with or disrupt the integrity or performance of the Service or the data contained therein.
• Scrape, harvest, or collect information from the Service through automated means without our prior written consent.
• Resell, sublicense, or redistribute access to the Service to any third party without our prior written agreement.
• Use the Service to discriminate unlawfully against individuals in employment decisions or to circumvent workplace laws and regulations.
• Upload or process data that you do not have the legal right to collect, use, or process.

8. Customer Data and Data Processing

"Customer Data" means any data, information, or content that you or your authorised users submit, upload, or otherwise make available through the Service, including workforce and employee data.

You retain all ownership rights in your Customer Data. By using the Service, you grant Talent IQ a limited, non-exclusive licence to process, store, and display your Customer Data solely for the purpose of providing and improving the Service in accordance with these Terms and our Privacy Policy.

You are responsible for ensuring that you have all necessary rights, consents, and legal authority to provide Customer Data to Talent IQ and to authorise us to process it as contemplated by these Terms. You represent and warrant that your use of the Service and provision of Customer Data does not violate any applicable data protection, privacy, or employment laws.

Where Talent IQ processes personal data on your behalf, we act as a data processor and will process such data in accordance with any applicable data processing agreement between us.

9. Artificial Intelligence and Automated Decisions

The Service incorporates artificial intelligence and machine learning technologies to generate skills inferences, talent recommendations, workforce analytics, and other insights ("AI Outputs"). You acknowledge and agree that:

• AI Outputs are generated algorithmically based on available data and are intended as decision-support tools, not as definitive assessments of employee capability, potential, or worth.
• AI Outputs should be reviewed and validated by qualified human decision-makers before being used to make employment, promotion, assignment, or other material decisions affecting individuals.
• Talent IQ does not guarantee the accuracy, completeness, or reliability of any AI Output. You assume full responsibility for how AI Outputs are interpreted and applied within your organisation.
• We continuously work to identify and mitigate bias in our algorithms, but no AI system is free from limitations. You agree to monitor the use of AI Outputs within your organisation for fairness and compliance with applicable laws.

10. Intellectual Property

The Service, including all software, algorithms, models, designs, text, graphics, logos, trademarks, and other materials ("Talent IQ Materials"), is owned by or licensed to Talent IQ and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws of Australia and internationally.

Nothing in these Terms grants you any right, title, or interest in the Talent IQ Materials except the limited right to use the Service in accordance with these Terms. All rights not expressly granted are reserved by Talent IQ.

You may provide suggestions, feedback, or ideas about the Service ("Feedback"). You agree that we may use, modify, and incorporate Feedback into the Service without restriction or obligation to you.

11. Confidentiality

Each party agrees to maintain the confidentiality of any non-public information received from the other party in connection with the Service ("Confidential Information"). Confidential Information includes, without limitation, business plans, technical data, product roadmaps, pricing, Customer Data, and security protocols.

Neither party shall disclose the other party’s Confidential Information to any third party without prior written consent, except as required by law, regulation, or legal process. This obligation of confidentiality survives the termination of these Terms for a period of three years.

12. Service Availability and Support

We aim to maintain high availability of the Service but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to scheduled maintenance, upgrades, or circumstances beyond our reasonable control. We will use commercially reasonable efforts to notify you in advance of planned maintenance windows.

Technical support is available via email at sales@talent-iq.com during standard business hours (Australian Eastern Standard Time). Response times and support levels may vary depending on your subscription plan.

13. Third-Party Integrations

The Service may integrate with or provide access to third-party applications, services, or data sources ("Third-Party Services"). Your use of any Third-Party Service is governed by that provider’s own terms and privacy policies. Talent IQ is not responsible for the availability, accuracy, or practices of any Third-Party Service, and integration does not imply endorsement.

14. Disclaimer of Warranties

To the maximum extent permitted by law, the Service is provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, or statutory. Talent IQ specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade.

We do not warrant that the Service will meet your specific requirements, that the Service will be uninterrupted, timely, secure, or error-free, or that the results obtained from the use of the Service, including AI Outputs, will be accurate or reliable.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted, or modified by agreement.

15. Limitation of Liability

To the maximum extent permitted by applicable law:

• Talent IQ shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, arising from or related to your use of or inability to use the Service.
• Our total aggregate liability for all claims arising under or in connection with these Terms shall not exceed the total fees paid by you to Talent IQ in the twelve (12) months immediately preceding the event giving rise to the claim.
• These limitations apply whether the liability is based on contract, tort (including negligence), strict liability, or any other legal theory, even if Talent IQ has been advised of the possibility of such damages.

16. Indemnification

You agree to indemnify, defend, and hold harmless Talent IQ, its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to:

• Your use of the Service in violation of these Terms.
• Your Customer Data or the manner in which you collect, process, or use it.
• Your violation of any applicable law, regulation, or third-party rights.
• Any employment or workforce decision made using AI Outputs or other information obtained through the Service.

17. Term and Termination

These Terms remain in effect for as long as you use the Service or maintain an active account. Either party may terminate these Terms:

• For convenience, by providing 30 days’ written notice to the other party.
• Immediately, if the other party materially breaches these Terms and fails to cure such breach within 14 days of receiving written notice.

Upon termination, your right to access the Service will cease immediately. We will make your Customer Data available for export for a period of 30 days following termination, after which we may delete all Customer Data from our systems in accordance with our Privacy Policy.

Sections of these Terms that by their nature should survive termination shall remain in effect, including Sections 8 (Customer Data), 10 (Intellectual Property), 11 (Confidentiality), 14 (Disclaimer of Warranties), 15 (Limitation of Liability), 16 (Indemnification), and 19 (Governing Law).

18. Modifications to Terms

We reserve the right to update or modify these Terms at any time. When we make material changes, we will notify you by posting the revised Terms on our website, updating the "Last updated" date, and, where appropriate, sending notice to the email address associated with your account. Your continued use of the Service after the effective date of any modifications constitutes acceptance of the updated Terms.

19. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of law principles. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of New South Wales, Australia.

Before commencing any legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. If the dispute cannot be resolved within 30 days, either party may commence proceedings in the courts of New South Wales.

20. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable order forms or enterprise agreements, constitute the entire agreement between you and Talent IQ with respect to the Service and supersede all prior or contemporaneous agreements, understandings, and communications.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: The failure of Talent IQ to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Talent IQ may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force Majeure: Talent IQ shall not be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond our reasonable control, including natural disasters, government actions, internet or telecommunications failures, cyberattacks, or pandemics.
• Notices: Notices to Talent IQ should be sent to sales@talent-iq.com. Notices to you will be sent to the email address associated with your account.

21. Contact Us

If you have any questions about these Terms of Service, please contact us: