TeamHive Terms of Use

1. Definitions

In these Terms, unless the context otherwise requires:

"Account" means a registered account created by a Client or User to access the Platform and Service.

"Aggregated and Anonymised Data" means data that has been combined with other data and processed so that it cannot reasonably be used to identify any individual, team or organisation.

"Algorithmic Outputs" means reports, scores, insights, recommendations and any other content generated by the Service through automated or algorithmic techniques, including any AI-assisted functionality.

"Australian Consumer Law" or "ACL" means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

"Team Development Analytics", "we", "us" or "our" means Team Development Analytics Pty Ltd (ACN 696 223 891), the operator of TeamHive.

"Client" means the organisation (including a business, government entity or non-profit organisation) that enters into a Subscription or otherwise engages TeamHive to provide the Service.

"Confidential Information" means any information disclosed by one party to the other that is designated as confidential or that a reasonable person would consider confidential, but excludes information that is publicly available, independently developed, or lawfully received from a third party without restriction.

"Fees" means the fees payable for the Service, as set out on our pricing page, in a Subscription confirmation, or as otherwise agreed in writing.

"Force Majeure Event" means any event beyond a party's reasonable control, including natural disaster, pandemic, government action, power failure, internet or telecommunications outage, cyberattack, or industrial action.

"GST" has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

"Intellectual Property Rights" means all copyright, patents, trademarks, design rights, trade secrets, know-how, database rights and all other intellectual property rights, whether registered or unregistered, and all applications for the foregoing, anywhere in the world.

"Personal Information" has the meaning given in the Privacy Act 1988 (Cth).

"Platform" means the TeamHive online software platform, including all authenticated features, tools, dashboards, assessments, reports and any AI-assisted functionality.

"Privacy Policy" means our privacy policy available at https://team-hive.co/privacy-policy, as updated from time to time.

"Service" means the Platform and any related services provided by us, including the creation, distribution and analysis of assessments for the purpose of improving team effectiveness.

"Subscription" means a paid or trial-based right to access the Platform and Service for a defined Subscription Period.

"Subscription Period" means the duration of a Subscription, as specified at the time of purchase or renewal.

"Terms" means these Terms of Use.

"User" means any individual who accesses the Platform, including a Client's employees, contractors and authorised representatives, and respondents who complete assessments.

"Your Content" means any information, data, text, assessment responses or other materials submitted, uploaded or otherwise provided by you through the Platform, excluding Aggregated and Anonymised Data and Algorithmic Outputs.

2. About TeamHive

2.1 TeamHive is an online tool designed to help organisations create, distribute and analyse assessments for the purpose of improving team effectiveness. The Service is operated by Team Development Analytics Pty Ltd, an Australian company.

2.2 These Terms govern your access to and use of the Platform, the Service and the Website located at https://team-hive.co, https://platform.team-hive.co/, their subdomains and linked services.

2.3 By creating an Account, purchasing a Subscription, accessing or using the Service, or clicking to accept these Terms where prompted, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree, you must not use the Service.

3. Registration and Accounts

3.1 To access the Service, you must register an Account and provide accurate, current and complete information, including a valid email address and (where applicable) billing information.

3.2 You must promptly update your Account information to maintain its accuracy.

3.3 You are responsible for maintaining the confidentiality and security of your Account credentials. You must notify us immediately of any known or suspected unauthorised access to your Account.

3.4 We may assume that any person accessing the Service with your credentials is you or your authorised representative.

3.5 One person may not maintain more than one Account unless authorised by us. Accounts registered by automated means (bots) are not permitted.

3.6 You represent and warrant that you have the legal capacity to enter into these Terms and, if acting on behalf of an organisation, that you are authorised to bind that organisation.

4. Description of Service and Intended Use

4.1 Automated system. You acknowledge that the Service is an automated computer system. The insights and Algorithmic Outputs provided are generated through automated and algorithmic processes. The Service is not, and should not be considered, a substitute for a qualified psychologist, organisational development consultant or other trained human expert. You should exercise independent professional judgement before acting on any Algorithmic Output.

4.2 Organisational use. The Service is intended for use by organisations for internal purposes. It is not intended for personal, family or household use. However, nothing in these Terms limits any rights you may have under the ACL.

4.3 Safety-critical situations. You must not use the Service in any situation where the physical or psychological safety of any individual is at risk, or for making decisions that could have a critical impact on an individual's wellbeing.

4.4 Aggregated and Anonymised Data. You agree that we may use Aggregated and Anonymised Data derived from your use of the Service for the purposes of improving the Service, generating benchmarks and contributing to research, provided such data cannot reasonably be used to identify any individual, team or organisation.

5. Subscriptions, Fees and Payment

5.1 Fees. Access to paid features of the Service requires a Subscription. Fees are as set out on our pricing page, in a Subscription confirmation, or as otherwise agreed in writing. All Fees are stated in Australian dollars and are exclusive of GST unless expressly stated otherwise.

5.2 GST. If GST is payable on a supply made under these Terms, the recipient of the supply must pay an additional amount equal to the GST on that supply. We will issue a tax invoice that complies with the GST legislation.

5.3 Payment method. Payment may be made by credit card, debit card, direct debit or other method specified at the time of purchase. Payments may be processed through a third-party payment provider (such as Stripe). Payments made through a third-party provider are also subject to that provider's terms and conditions.

5.4 Subscription renewal. Unless you cancel before the end of your current Subscription Period, your Subscription will automatically renew for a subsequent period of the same duration at the then-current Fees. We will provide you with at least 14 days' notice of any Fee increase before the start of a renewal period.

5.5 Failed payments. If a payment fails or is declined, we will notify you and provide a reasonable opportunity (not less than 7 days) to rectify the payment before we suspend or restrict access to the Service.

5.6 Invoicing. Where payment by invoice is agreed, you must pay each invoice within 14 days of the invoice date, in full and in cleared funds.

5.7 Late payments. Without limiting our other rights, we may charge interest on overdue amounts at the rate of 2% per annum above the Reserve Bank of Australia cash rate from the due date until payment is received.

5.8 No set-off. You must pay all Fees without set-off, counterclaim or deduction.

6. Cancellation, Refunds and Cooling-Off

6.1 Cancellation by you. You may cancel your Subscription at any time by giving notice through your Account settings or by emailing us at contact@team-hive.co. Cancellation takes effect at the end of the current Subscription Period. You will continue to have access to the Service until the end of that period.

6.2 Refunds — unused Subscription Periods. If you cancel a Subscription before the end of a prepaid Subscription Period, we will not provide a pro-rata refund for the remaining unused portion of that period unless: (a) we have materially breached these Terms and have failed to remedy the breach within 14 days of receiving written notice from you; (b) we have terminated the Service or your access to it for reasons other than your breach; or (c) a refund is required under the ACL or any other applicable law.

6.3 Refunds — consumer guarantees. If the Service fails to meet a consumer guarantee under the ACL and the failure is not a "major failure" as defined in the ACL, we will, at our option, re-supply the Service or refund the proportionate part of the Fees for the affected period. If the failure is a "major failure", you are entitled to a refund.

6.4 Cancellation by us. We may cancel your Subscription by giving you at least 30 days' written notice. In that case, we will refund the pro-rata portion of any prepaid Fees for the unused remainder of your Subscription Period.

7. Free Trials

7.1 We may offer a free trial of the Service at our discretion. At the end of a trial period, access to paid features will cease unless you purchase a Subscription.

7.2 We may terminate a free trial at any time, with reasonable notice where practicable.

7.3 Free trials are subject to these Terms to the extent applicable.

8. Our Obligations

8.1 Due care and skill. We will provide the Service with due care and skill and in a professional manner consistent with generally accepted industry standards.

8.2 Availability. We will use commercially reasonable efforts to make the Service available, but we do not guarantee uninterrupted or error-free availability. Where reasonably practicable, we will give advance notice of planned maintenance or scheduled downtime.

8.3 Data security. We will implement and maintain reasonable and appropriate technical and organisational security measures to protect Your Content and any Personal Information processed by us against unauthorised access, loss, destruction or alteration, having regard to the nature of the data, the state of the art and the cost of implementation.

8.4 Data breach notification. If we become aware of a data breach (as defined in the Privacy Act 1988 (Cth)) affecting Your Content or Personal Information, we will notify you without undue delay and in any event within 72 hours of becoming aware of the breach.

8.5 Compliance. We will comply with all applicable Australian laws in providing the Service, including the Privacy Act 1988 (Cth).

9. Your Obligations

9.1 You must: (a) use the Service only in accordance with these Terms, any applicable documentation, and all applicable laws; (b) ensure that all Users authorised by you comply with these Terms; (c) keep your Account credentials secure and not share them with unauthorised persons; (d) cooperate with us in all matters reasonably necessary for the provision of the Service, including providing accurate and complete information and materials; (e) obtain and maintain all necessary consents (including under privacy and data protection laws) required for us to process any Personal Information you provide to us; (f) notify us immediately of any known or suspected unauthorised access to the Service or any security breach; and (g) not use the Service in any manner that could damage, disable, overburden or impair the Service.

10. Prohibited Conduct

10.1 You must not: (a) copy, modify, create derivative works of, reverse engineer, decompile, disassemble or otherwise attempt to extract the source code, underlying algorithms, scoring methodologies or trade secrets of the Service; (b) sublicense, sell, lease, lend, transfer or otherwise make the Service available to any third party, or operate the Service as a service bureau; (c) use the Service to develop a competing product or service, or to benchmark the Service against a competing product; (d) use automated means (including bots, scrapers or crawlers) to access the Service; (e) attempt to extract, infer or reconstruct confidential data, proprietary content or system logic from the Service or any Algorithmic Outputs; (f) use the Service or any Algorithmic Outputs to train, benchmark or improve external AI models without our prior written consent; (g) use the Service to violate any applicable law, or to stalk, harass or harm any individual; (h) upload or transmit any virus, malware, or other harmful code through the Service; (i) interfere with the proper functioning of the Service or the security of any computer network; or (j) impersonate any person or entity, or misrepresent your affiliation with any person or entity.

11. Your Content and Data

11.1 Ownership. You retain ownership of Your Content. Nothing in these Terms transfers ownership of Your Content to us.

11.2 Licence to us. You grant us a non-exclusive, worldwide, royalty-free licence to use, reproduce, modify and process Your Content solely for the purpose of providing the Service to you, improving the Service (using Aggregated and Anonymised Data only), and as otherwise permitted by these Terms.

11.3 Your warranties. You represent and warrant that Your Content does not infringe any third party's Intellectual Property Rights or any applicable law, and that you have all necessary rights and consents to provide Your Content to us.

11.4 Our responsibility. We will treat Your Content that constitutes Personal Information in accordance with our Privacy Policy and applicable privacy law. Our Privacy Policy, available at https://team-hive.co/privacy-policy, is incorporated by reference into these Terms.

12. Data Protection

12.1 Both parties will comply with all applicable requirements of the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

12.2 You acknowledge that you have obtained all necessary consents and provided all necessary notices to enable the lawful transfer of any Personal Information to us.

12.3 In relation to any Personal Information processed by us in connection with the Service, we will: (a) process Personal Information only in accordance with your reasonable instructions and these Terms, except where required by law; (b) ensure that all personnel who have access to Personal Information are subject to obligations of confidentiality; (c) implement reasonable technical and organisational measures to protect Personal Information; (d) not transfer Personal Information outside Australia without your prior written consent, unless required by law or expressly permitted under the Privacy Act; (e) notify you without undue delay upon becoming aware of a data breach involving Personal Information; (f) upon termination of the Service, at your written request, delete or return Personal Information in our possession, except to the extent we are required by law to retain it; and (g) assist you, at your reasonable cost, in responding to any data access request from an individual.

13. Intellectual Property

13.1 Our IP. All Intellectual Property Rights in the Service, including the Platform, its underlying technology, software, design, appearance, assessment questions, scoring methodologies, algorithms, report designs, Knowledge Base and all content created by or licensed to us, are the exclusive property of Team Development Analytics Pty Ltd and its licensors. These rights are protected by copyright, trademark and other intellectual property laws.

13.2 Licence to you. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service strictly in accordance with these Terms for the duration of your Subscription.

13.3 Algorithmic Outputs. Algorithmic Outputs generated by the Service are part of the Service. You may use Algorithmic Outputs for your internal business purposes in accordance with these Terms. We retain all Intellectual Property Rights in the methodologies and systems used to generate them.

13.4 Feedback. If you provide us with feedback, suggestions or ideas regarding the Service, you grant us an irrevocable, perpetual, royalty-free licence to use, modify and incorporate that feedback without obligation to you.

14. Confidentiality

14.1 Each party must keep the other party's Confidential Information confidential and must not disclose it to any third party except: (a) to its employees, contractors or advisers who need to know and who are bound by obligations of confidentiality; (b) with the disclosing party's prior written consent; or (c) as required by law, regulation or a binding order of a court or regulatory authority, provided the receiving party gives the disclosing party prompt notice (to the extent legally permitted) and reasonable assistance to resist or limit the disclosure.

14.2 The obligations in this clause survive termination of these Terms for a period of 3 years.

15. Australian Consumer Law — Consumer Guarantees

15.1 Non-excludable rights. Nothing in these Terms is intended to exclude, restrict or modify any consumer guarantee, right or remedy conferred by the ACL or any other applicable law that cannot lawfully be excluded, restricted or modified. If the ACL or any other law implies a condition, warranty or guarantee into these Terms that cannot be excluded, our liability for breach of that condition, warranty or guarantee is limited, to the extent permitted by law, to one or more of the following (at our election): (a) in the case of goods: the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or acquiring equivalent goods; or the payment of the cost of having the goods repaired; and (b) in the case of services: the supply of the services again; or the payment of the cost of having the services supplied again.

15.2 Major failure. Clause 15.1 does not limit your rights where there has been a "major failure" of the Service within the meaning of the ACL. In the case of a major failure, you may be entitled to a refund or to cancel the Service.

15.3 Acknowledgment. Both parties acknowledge that these Terms have been prepared to be fair and reasonable and are not intended to contain any term that would be "unfair" within the meaning of Part 2-3 of the ACL.

16. Disclaimer

16.1 Subject to clause 15 (Australian Consumer Law — Consumer Guarantees) and to the fullest extent permitted by law: (a) the Service is provided on an "as is" and "as available" basis; (b) we do not warrant that the Service will be uninterrupted, error-free, completely secure, or free of viruses or other harmful components; (c) we do not warrant that Algorithmic Outputs will be accurate, complete or suitable for any particular purpose — they are generated algorithmically and you should exercise independent judgement before relying on them; and (d) we do not make any representation or warranty regarding the results that may be obtained from the use of the Service.

17. Limitation of Liability

17.1 Carve-out for non-excludable rights. Nothing in this clause limits liability that cannot lawfully be limited or excluded under the ACL or any other applicable law, including liability for: (a) breach of a non-excludable consumer guarantee; (b) death or personal injury caused by negligence; or (c) fraud or fraudulent misrepresentation.

17.2 Exclusion of consequential loss. Subject to clause 17.1, to the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential or punitive loss or damage, or any loss of profits, revenue, data, goodwill or anticipated savings, however arising and regardless of the cause of action or theory of liability.

17.3 Liability cap. Subject to clause 17.1, each party's total aggregate liability to the other party arising out of or in connection with these Terms, whether in contract, tort (including negligence), statute or otherwise, is limited to the total Fees paid or payable by you to us in the 12-month period immediately preceding the event giving rise to the liability.

17.4 Your acknowledgment. You acknowledge that the Service is an automated tool and that the Fees reflect the allocation of risk set out in these Terms.

18. Indemnity

18.1 Your indemnity. You agree to indemnify, defend and hold harmless Team Development Analytics and its officers, employees, agents and contractors from and against any losses, liabilities, costs, expenses or damages (including reasonable legal fees) arising from or in connection with: (a) Your Content, including any claim that Your Content infringes a third party's rights; (b) your breach of these Terms; (c) your use of the Service in breach of applicable law; or (d) your negligence or wilful misconduct.

18.2 Our indemnity. We agree to indemnify, defend and hold harmless you and your officers, employees and agents from and against any losses, liabilities, costs, expenses or damages (including reasonable legal fees) arising from or in connection with: (a) any claim that the Service, as provided by us, infringes a third party's Intellectual Property Rights in Australia; or (b) our wilful misconduct or gross negligence in providing the Service.

18.3 Indemnity process. The indemnified party must give the indemnifying party prompt written notice of any claim, reasonable assistance and sole authority to defend or settle the claim (provided no settlement admits liability on behalf of the indemnified party without consent).

19. Termination

19.1 Termination by you. You may terminate these Terms and your Subscription at any time by cancelling through your Account or by giving us written notice. Termination takes effect at the end of the current Subscription Period.

19.2 Termination by us for cause. We may suspend or terminate your access to the Service immediately by giving written notice if: (a) you commit a material breach of these Terms and, where the breach is capable of remedy, fail to remedy it within 14 days of receiving written notice requiring you to do so; (b) you fail to pay any Fees when due and do not rectify the failure within 14 days of receiving written notice; or (c) you become insolvent, enter administration, receivership, liquidation or make any arrangement with creditors.

19.3 Termination by us for convenience. We may terminate your Subscription for convenience by giving you at least 30 days' written notice. We will refund the pro-rata portion of any prepaid Fees for the unused remainder of the Subscription Period.

19.4 Suspension. We may suspend your access to the Service immediately, with notice, if: (a) we reasonably believe your use of the Service poses a security risk or may cause harm to us, other users or third parties; (b) your Account is in arrears; or (c) suspension is required to comply with applicable law. We will restore access as soon as reasonably practicable after the reason for suspension is resolved.

20. Consequences of Termination

20.1 Upon termination or expiry of these Terms: (a) your right to access and use the Service immediately ceases (subject to any remaining Subscription Period under clause 19.1); (b) each party must return or destroy the other party's Confidential Information, except to the extent required to be retained by law; (c) we will, upon your written request made within 30 days of termination, make Your Content available for export in a standard, machine-readable format. After that 30-day period, we may delete Your Content from our systems; (d) all Fees accrued up to the date of termination remain payable; and (e) any refund obligations under clauses 6.2, 6.3 or 19.3 will be honoured.

20.2 Clauses that by their nature should survive termination will survive, including clauses relating to Intellectual Property, Confidentiality, Limitation of Liability, Indemnity, Australian Consumer Law, Dispute Resolution and Governing Law.

21. Force Majeure

21.1 Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than an obligation to pay money) to the extent that the delay or failure is caused by a Force Majeure Event, provided that the affected party: (a) gives the other party prompt written notice of the Force Majeure Event and its expected duration; and (b) uses reasonable efforts to mitigate the impact of the Force Majeure Event.

21.2 If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate these Terms by giving written notice, and we will refund the pro-rata portion of any prepaid Fees for the period during which the Service was unavailable.

22. Dispute Resolution

22.1 Negotiation. If a dispute arises out of or in connection with these Terms, a party must not commence court proceedings (other than urgent interlocutory proceedings) until it has complied with this clause.

22.2 A party claiming a dispute has arisen must give written notice to the other party, specifying the nature of the dispute.

22.3 The parties must use their best efforts to resolve the dispute by good-faith negotiation within 14 days of the notice.

22.4 Mediation. If the dispute is not resolved within that 14-day period, the parties agree to submit the dispute to mediation administered by the Australian Disputes Centre (ADC) in Sydney, New South Wales, before a single mediator appointed in accordance with the ADC Mediation Rules. The costs of the mediation will be shared equally.

22.5 If the dispute is not resolved within 30 days of the appointment of the mediator (or such longer period as the parties agree), either party may commence court proceedings.

23. Changes to These Terms

23.1 We may update these Terms from time to time. Where the change is material, we will give you at least 30 days' written notice (by email or through the Platform) before the change takes effect.

23.2 If you do not agree with a material change, you may terminate your Subscription by giving notice before the change takes effect, and we will refund the pro-rata portion of any prepaid Fees for the unused remainder of the Subscription Period.

23.3 Non-material changes (such as corrections to typographical errors) take effect upon publication.

23.4 Your continued use of the Service after a change takes effect constitutes your acceptance of the updated Terms.

24. Notices

24.1 Notices under these Terms must be in writing and sent by email: (a) to us: contact@team-hive.co; and (b) to you: the email address registered to your Account.

24.2 A notice is deemed received when the sender receives confirmation of delivery or, if sent during business hours, at the time of transmission.

25. General Provisions

25.1 Entire agreement. These Terms, together with our Privacy Policy and any Subscription confirmation, constitute the entire agreement between the parties regarding the subject matter and supersede all prior discussions, representations and agreements.

25.2 Assignment. You may not assign, transfer or sub-contract your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms to a successor entity in connection with a merger, acquisition or sale of all or substantially all of our assets, provided the assignee agrees to be bound by these Terms. We will notify you of any such assignment.

25.3 Severability. If any provision of these Terms is held to be illegal, invalid or unenforceable, that provision is severed and the remaining provisions continue in full force and effect.

25.4 Waiver. A waiver of any right under these Terms is only effective if it is in writing. A failure or delay in exercising a right does not constitute a waiver of that right.

25.5 No partnership or agency. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the parties.

25.6 Third-party rights. These Terms do not confer any rights on any person other than the parties.

25.7 Interpretation. Headings are for convenience only. The singular includes the plural and vice versa. "Including" and similar expressions are not words of limitation. A reference to legislation includes any amendment, re-enactment or replacement of it.

26. Governing Law and Jurisdiction

26.1 These Terms are governed by the laws of New South Wales, Australia.

26.2 Subject to clause 22 (Dispute Resolution), each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them.

27. Contact Us

If you have any questions about these Terms, please contact us at: Team Development Analytics Pty Ltd, Email: contact@team-hive.co