2. Nature of Services (Governance Advice; No Fiduciary Duty)
2.1 The Services provide independent governance insights, analysis, benchmarking and advisory support to assist the Client in its decision-making.
2.2 The Services and Deliverables may include recommendations and guidance. However, except where expressly agreed in writing, they do not constitute legal, financial, taxation, accounting or other regulated professional advice.
2.3 The Client remains solely responsible for all decisions and actions taken, including reliance on Deliverables, and must exercise its own judgement and obtain independent advice where appropriate.
2.4 Insync Boards acts as an independent advisor and does not assume any fiduciary duty, to the maximum extent permitted by law.
2.5 Nothing limits the Client’s responsibility for how it uses the Services.
3. Service Delivery
3.1 Insync Boards will perform the Services with due care, skill and diligence and use suitably qualified personnel.
3.2 Timeframes are estimates unless expressly agreed.
3.3 The Client acknowledges that the Services rely on information and participation provided by the Client and participants. Insync Boards is not responsible for inaccuracies, omissions or bias in such inputs.
3.4 Where Services are delivered via electronic systems, Insync Boards does not warrant uninterrupted availability and is not liable for outages beyond its reasonable control.
4. Client Obligations
The Client must: (a) provide accurate information; (b) ensure participation; (c) maintain security; (d) comply with applicable laws; (e) not attempt to identify respondents; and (f) use Deliverables appropriately.
5. Confidentiality and Anonymity
5.1 Each party must keep Confidential Information confidential and use it solely for the purposes of this Agreement.
5.2 Insync Boards will aggregate responses to protect participant anonymity.
5.3 The Client must not attempt to identify any individual respondent or attribute comments to individuals.
5.4 The Client may disclose Deliverables internally to its board and senior management on a need-to-know basis, but must not disclose externally without Insync Boards’ prior written consent.
6. Benchmarking and Data Rights
6.1 Insync Boards may use de-identified, aggregated data derived from the Services for benchmarking, research, analytics, product development and thought leadership.
6.2 All benchmarking frameworks, datasets, algorithms and methodologies are and remain the intellectual property of Insync Boards.
7. Intellectual Property
7.1 All Intellectual Property Rights in the Services and Deliverables vest in Insync Boards.
7.2 Subject to payment of Fees, Insync Boards grants the Client a non-exclusive, non-transferable, revocable licence to use the Deliverables for its internal business purposes for the term.
8. Fees and Payment
8.1 Fees are as set out in the SOW.
8.2 Invoices are payable within 14 days. Fees are exclusive of Australian GST and other taxes, which may be added to the invoice.
8.3 The Client is responsible for any withholding taxes and must gross-up payments where required.
8.4 Insync Boards may suspend Services for overdue accounts.
9. Term and Termination
9.1 The term is the lesser of 12 months or the term set out in the SOW.
9.2 Either party may terminate for material breach not remedied within 14 days of notice.
9.3 On termination, the Client must pay for all Services performed and committed costs.
9.4 Clauses 2, 5, 6, 7, 12, 13 and 16 survive termination.
10. Workshops and Facilitation
10.1 The Client is responsible for participant conduct and decisions arising from workshops.
10.2 Insync Boards does not guarantee outcomes and is not responsible for decisions made during or after workshops.
11. Liability
11.1 To the maximum extent permitted by law, all implied warranties are excluded.
11.2 Liability is limited to fees paid or resupply of Services.
11.3 Insync Boards is not liable for indirect or consequential loss, including loss of profit, reputation or business opportunity.
11.4 The Client releases Insync Boards from claims arising from reliance on Deliverables.
12 Indemnity
The Client indemnifies Insync Boards against claims, losses or damages arising from: (a) misuse of Deliverables; (b) breach of this Agreement; or (c) any unlawful or improper use of data provided by the Client.
13. Artificial Intelligence (AI) Assisted Analysis
Insync Boards may use secure AI tools to assist analysis. All outputs are reviewed by personnel. Use of AI complies with confidentiality and applicable data protection laws. Insync Boards remains fully responsible for Deliverables.
14. Privacy and Data Protection
14.1 Each party will comply with applicable data protection laws (including GDPR and UK GDPR where applicable).
14.2 The Client warrants it has lawful basis to share Personal Data.
14.3 Data may be transferred internationally subject to appropriate safeguards.
15. Compliance with Laws
Each party will comply with applicable laws, including anti-bribery, sanctions and export control laws.
16. Marketing
Unless otherwise agreed, Insync Boards may identify the Client as a client for marketing purposes.
17. Governing Law and Dispute Resolution
17.1 This Agreement is governed by the laws of the State of Victoria, Australia, unless otherwise agreed in writing between the parties.
17.2 The parties submit to the exclusive jurisdiction of the courts of the State of Victoria, Australia and the courts of appeal from them.
18. General
18.1 Force Majeure: A party is not liable for delay or failure due to events beyond its reasonable control.
18.2 Assignment: The Client may not assign this Agreement without consent.
18.3 Entire Agreement: This Agreement constitutes the entire agreement.
18.4 Severability: If any provision is invalid, the remainder remains in force.
