Terms of Service

1. Parties and Acceptance

1.1 These Terms of Service (Terms) govern access to and use of The Resilience Reset platform and associated services (the Service).

1.2 The Service is provided by Kelly Elsayed trading as The Resilience Reset, ABN 86400157291, based in Queensland, Australia (The Resilience Reset, we, us, our).

1.3 By creating an account, accessing or using the Service (including via invitation or secure token), you:

(a) accept these Terms; and

(b) if you are accessing or using the Service on behalf of an organisation or other entity (Customer), represent and warrant that you have authority to bind that entity and that you do so on its behalf.

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

2. Roles and Definitions

2.1 Customer means the organisation or business that enters into an agreement with us to use the Service.

2.2 Admin User means an individual authorised by the Customer to access and administer the Service (including configuring assessments and viewing reports).

2.3 Participant means an individual invited by the Customer to complete assessments through the Service (including employees, contractors and other nominated individuals).

2.4 Customer Data means all data (including Personal Information and Sensitive Information) submitted to the Service by or on behalf of the Customer, or generated in the Service for the Customer, including Participant data and assessment responses.

2.5 Documentation means any user guides, technical documentation or materials supplied or made available by us in connection with the Service.

3. Nature of the Service

3.1 The Service is an organisational wellbeing and workplace assessment tool designed to support Customers by:

(a) administering work-related assessments such as burnout, psychological safety, workplace drivers and similar measures;

(b) collecting, aggregating and analysing responses at individual and group levels;

(c) presenting dashboards, charts, reports, metrics and risk indicators; and

(d) providing explanatory content, summaries and decision-support materials.

3.2 The Service operates in workplace and organisational contexts and is intended for use by Customers as part of broader wellbeing, HR and organisational strategies.

3.3 The Service is not a substitute for clinical evaluation, medical treatment, psychological therapy, legal advice or HR advice.

4. No Clinical, Medical or Therapeutic Services

4.1 We are not clinicians and do not provide medical, psychiatric, psychological, counselling, therapeutic or other clinical services. We do not provide diagnosis, treatment, prognosis or monitoring of any medical or mental health condition.

4.2 No clinician-patient, doctor-patient, psychologist-client, counsellor-client or similar therapeutic relationship is created by use of the Service, whether by Customers or Participants.

4.3 All outputs of the Service (including scores, risk classifications, explanations, reports, recommendations and templates), whether generated manually or via automated systems, are general information and decision-support only. They do not constitute:

(a) medical or psychological advice;

(b) clinical risk assessment or triage;

(c) legal, industrial relations, HR or employment advice; or

(d) any other professional advice.

4.4 Customers are solely responsible for:

(a) determining whether and when to seek independent clinical, medical, psychological, legal, HR, industrial relations or other professional advice;

(b) interpreting and applying any information obtained through the Service in light of the Customer's own circumstances, policies and obligations; and

(c) ensuring that any actions taken in relation to individuals are appropriate and lawful.

4.5 The Service is not a crisis or emergency service. If any individual is at risk of harm, in crisis or requires urgent assistance, they must contact appropriate emergency services or crisis support providers in their jurisdiction. The Service is not monitored for emergency communications.

5. Automated Systems and Generated Content

5.1 The Service includes automated systems, algorithms and tools that assist with:

(a) calculating scores and metrics;

(b) aggregating and analysing Customer Data; and

(c) producing explanatory text, draft recommendations and template communications.

5.2 Outputs produced by or with the assistance of such systems may contain errors, may not reflect all relevant facts or context, and should not be relied upon as complete, accurate or tailored advice.

5.3 Customers acknowledge and agree that:

(a) all such outputs are provided for information and decision-support only;

(b) any reliance on such outputs is at the Customer's sole risk; and

(c) the Customer remains responsible for reviewing outputs, corroborating them as appropriate, and obtaining independent professional advice where necessary.

5.4 Customers must not rely solely on any output of the Service (including automated outputs) for:

(a) medical, mental health or clinical decisions;

(b) high-stakes employment decisions such as termination, redundancy, promotion or disciplinary action, without human review and consideration of additional information; or

(c) any decision where error may have serious consequences for individuals or the organisation.

6. Customer Responsibilities

6.1 The Customer is responsible for:

(a) ensuring that its use of the Service complies with all applicable laws, including employment, workplace health and safety, anti-discrimination and privacy laws;

(b) providing clear and accurate information to Participants regarding the purpose of assessments, the nature of data collected and how the data will be used;

(c) obtaining any consents required under applicable law for the collection and use of Participant information through the Service;

(d) configuring assessments, demographic fields, reporting groups and thresholds in a manner that respects privacy and reduces the risk of identifying individuals inappropriately;

(e) ensuring that only authorised Admin Users have access to Customer accounts and that access rights are promptly revoked when no longer required;

(f) maintaining the confidentiality and security of login credentials and access tokens; and

(g) implementing appropriate internal policies and safeguards for interpreting and acting on information provided by the Service.

7. Acceptable Use

7.1 Customers, Admin Users and Participants must not:

(a) use the Service in any unlawful, harmful, threatening, abusive, defamatory or discriminatory manner;

(b) use the Service to target, harass, victimise or otherwise harm any individual;

(c) attempt to gain unauthorised access to any part of the Service, Customer Data or systems;

(d) test or circumvent security features or attempt to probe, scan or test the vulnerability of our systems without prior written consent;

(e) introduce malware, viruses or other malicious code into the Service;

(f) copy, modify, reverse engineer, decompile or disassemble any part of the Service, except to the extent permitted by law; or

(g) use the Service in a way that disrupts or interferes with its operation or with other users' use of the Service.

7.2 We may suspend or restrict access to the Service where we reasonably suspect a breach of this section 7 or any security risk, misuse or unlawful activity.

8. Accounts, Access and Security

8.1 The Customer must ensure that all information provided when creating an account is accurate and kept up to date.

8.2 Admin Users must keep their login credentials confidential and must not share them with others.

8.3 The Customer is responsible for all activity occurring under its accounts, whether authorised or unauthorised, except to the extent caused by our negligent, unlawful or wilfully wrongful acts or omissions.

8.4 Customers must promptly notify us if they become aware of any unauthorised access to an account or any suspected compromise of security relating to the Service.

9. Customer Data and Privacy

9.1 As between the parties, the Customer retains all rights, title and interest in and to Customer Data.

9.2 The Customer grants us a non-exclusive, worldwide, royalty-free licence for the duration of the agreement to:

(a) host, store, reproduce, process and use Customer Data for the purpose of providing, securing, maintaining and improving the Service;

(b) comply with law, regulation, legal process and law enforcement requests; and

(c) create de-identified and aggregated data for the purposes described in section 10.

9.3 We handle Personal Information in accordance with our Privacy Policy, which forms part of these Terms. In the event of any inconsistency between these Terms and the Privacy Policy regarding privacy matters, the Privacy Policy prevails.

9.4 The Customer is responsible for ensuring that it has all necessary rights, authorisations and consents to provide Customer Data to the Service and to permit us to handle Customer Data as described in these Terms and the Privacy Policy.

10. Aggregated and De-Identified Data

10.1 We may generate data that does not identify any individual Participant or Customer (for example, aggregated statistics or de-identified datasets derived from Customer Data and Service usage).

10.2 We may use such aggregated or de-identified data for purposes including:

(a) operating, maintaining and improving the Service;

(b) developing new products and features; and

(c) generating analytics, benchmarks and insights for internal use.

10.3 We will not use aggregated or de-identified data in a way that intentionally identifies an individual or discloses Customer-specific confidential information without the Customer's consent.

11. Intellectual Property

11.1 All rights, title and interest in and to the Service and Documentation (including software, code, interfaces, designs, databases, and all intellectual property rights subsisting in them) are and remain owned by us or our licensors.

11.2 Except as expressly permitted by these Terms, no licence or right is granted to any user or Customer in relation to the Service or Documentation.

11.3 During the term of the Customer's subscription or agreement, we grant the Customer and its authorised users a limited, non-exclusive, non-transferable, revocable licence to access and use the Service solely for the Customer's internal business purposes and in accordance with these Terms and any applicable Documentation.

12. Fees and Payment

12.1 Fees, billing periods and payment terms are as specified in the applicable subscription, order form or written agreement between us and the Customer.

12.2 Unless expressly stated otherwise, fees are exclusive of taxes. The Customer is responsible for all applicable taxes, duties or levies, other than taxes on our income.

12.3 Fees are payable in the currency and by the method specified in the relevant agreement or invoice and are non-refundable except where required by law or expressly stated otherwise.

12.4 If the Customer fails to pay any amount due:

(a) we may charge interest on the overdue amount at the maximum rate permitted by law; and

(b) after providing reasonable notice, we may suspend access to the Service until all overdue amounts are paid.

13. Availability, Support and Maintenance

13.1 We will use reasonable efforts to make the Service available, subject to downtime for maintenance, updates, security measures, emergencies, and events outside our reasonable control.

13.2 We may perform maintenance or updates that may temporarily affect availability. Where practicable, we will schedule maintenance at times intended to minimise disruption.

13.3 Support arrangements, including available channels and response times, may be specified in separate documentation or on our website.

14. Third-Party Services

14.1 The Service may depend on or integrate with third-party services and infrastructure, which are not controlled by us.

14.2 We are not responsible for the acts or omissions of third-party service providers, but we take reasonable steps to select providers that support the secure and reliable operation of the Service.

14.3 Use of any third-party services accessed through or in connection with the Service may be subject to that third party's terms and conditions and privacy policy.

15. Security and Cybersecurity

15.1 We implement and maintain reasonable administrative, technical and physical safeguards designed to protect the security, confidentiality and integrity of the Service and Customer Data.

15.2 We do not guarantee that the Service will be free from security incidents, vulnerabilities, cyberattacks or unauthorised access. To the maximum extent permitted by law:

(a) we do not accept responsibility for any security incident or unauthorised access that occurs despite our reasonable safeguards, except to the extent caused by our negligent, unlawful or wilfully wrongful acts or omissions; and

(b) the Customer is responsible for maintaining its own security measures, including securing networks and devices used to access the Service, and managing Admin User access.

15.3 In the event of a data breach involving Personal Information held by us where notification is required under the Privacy Act 1988 (Cth), we will carry out an assessment and, where required, notify affected parties and the Office of the Australian Information Commissioner.

16. Warranties and Disclaimers

16.1 To the maximum extent permitted by law, and subject to sections 19 and 19A, we exclude all warranties, conditions and representations (whether express, implied or statutory) relating to the Service, including but not limited to implied warranties of merchantability and fitness for a particular purpose.

16.2 Without limiting section 16.1, and subject to sections 19 and 19A, we do not warrant that:

(a) the Service will be uninterrupted, error-free, secure or free from vulnerabilities;

(b) any results, scores, insights, explanations, recommendations or templates provided by or through the Service are accurate, complete, reliable or suitable for any particular use; or

(c) the Service will meet any specific employment, regulatory, compliance, organisational or outcome-based requirements of the Customer.

16.3 The Customer acknowledges that:

(a) the Service is one input into broader decision-making processes; and

(b) the Customer is solely responsible for how it interprets and uses information from the Service.

17. Limitation of Liability

17.1 Nothing in these Terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition implied or imposed by the Australian Consumer Law or any other law that cannot be lawfully excluded or limited. This includes consumer guarantees that apply to services provided to consumers.

17.2 Subject to section 17.1, to the maximum extent permitted by law, our aggregate liability to the Customer arising out of or in connection with the Service and these Terms (whether in contract, tort including negligence, statute or otherwise) is limited to:

(a) where the Customer has paid fees for the Service, the total fees actually paid by the Customer to us in the 12 months immediately preceding the event giving rise to the claim; or

(b) where the Service is provided without charge, AUD $1,000.

17.3 Subject to section 17.1, to the maximum extent permitted by law, we are not liable for any:

(a) indirect, consequential, incidental or special loss or damage;

(b) loss of profits, revenue, goodwill, business opportunity or anticipated savings; or

(c) loss, corruption or inaccuracy of data,

arising out of or in connection with the Service or these Terms, even if we have been advised of the possibility of such loss or damage, except to the extent such loss or damage arises from a breach of a guarantee, condition or warranty that cannot be excluded under section 17.1.

17.4 Where our liability for a breach of a condition, warranty or guarantee imposed by law cannot be excluded but can be limited, our liability is, to the extent permitted by law, limited to one or more of the following (at our option):

(a) in the case of services, the supplying of the services again or the payment of the cost of having the services supplied again.

18. Indemnity

18.1 The Customer indemnifies and must keep indemnified us and our officers, employees and contractors from and against all loss, damage, liability, cost and expense (including reasonable legal costs) arising out of or in connection with:

(a) the Customer's or its users' breach of these Terms;

(b) the Customer's or its users' misuse of the Service or use of the Service in a manner contrary to applicable law;

(c) any employment, HR, industrial relations or other decisions taken by the Customer in connection with or on the basis of information obtained from the Service; and

(d) the Customer's failure to obtain any required consents or provide required notices in relation to the collection and use of Personal Information via the Service,

except to the extent such loss is caused by our negligent, unlawful or wilfully wrongful acts or omissions.

19. Australian Consumer Law

19.1 If the Customer is a consumer within the meaning of the Australian Consumer Law, the Customer has certain rights and remedies that cannot be excluded, restricted or modified by agreement, including consumer guarantees. Nothing in these Terms excludes, restricts or modifies those rights and remedies.

19.2 Under the Australian Consumer Law, services come with guarantees that cannot be excluded, including that:

(a) services will be rendered with due care and skill;

(b) services, and any products supplied in connection with the services, will be fit for any purpose made known to us; and

(c) services will be supplied within a reasonable time.

19.3 If there is a major failure with the Service (as defined in the Australian Consumer Law), you may be entitled to:

(a) cancel your service contract and obtain a refund or compensation; or

(b) compensation for any reasonably foreseeable loss or damage resulting from the failure.

19.4 Nothing in sections 16 (Warranties and Disclaimers) or 17 (Limitation of Liability) of these Terms operates to exclude, restrict or modify any consumer guarantee or any other right or remedy available under the Australian Consumer Law.

19.5 Subject to sections 19.1 to 19.4 and to the extent permitted by law, our liability is limited as set out in section 17.

19A. Unfair Contract Terms

19A.1 We acknowledge that under the Australian Consumer Law, terms in standard form contracts that are unfair may be void. We have drafted these Terms to ensure fairness and compliance with Australian Consumer Law.

19A.2 If you believe any term in these Terms is unfair or unclear, please contact us so we can discuss your concerns and, where appropriate, clarify or modify the term.

20. Term, Suspension and Termination

20.1 These Terms commence on the date the Customer first accesses or uses the Service and continue until terminated under this section 20.

20.2 Either party may terminate the Customer's subscription or agreement at the end of any agreed minimum term or billing period, subject to any notice requirements specified in the relevant subscription or agreement.

20.3 Either party may terminate the agreement immediately by written notice if the other party commits a material breach of these Terms that is not remedied within 30 days after written notice of the breach.

20.4 We may suspend or restrict access to the Service immediately where:

(a) we reasonably suspect a security incident, misuse or breach of these Terms;

(b) we are required to do so by law or by a regulatory or law enforcement authority; or

(c) fees remain unpaid for more than 14 days after the due date (for paid services), after reasonable notice.

21. Consequences of Termination

21.1 Upon termination of the Customer's access to the Service:

(a) the Customer's licence to use the Service will cease;

(b) we may disable all associated accounts; and

(c) subject to section 21.2, we will retain, de-identify or delete Customer Data in accordance with our data retention practices and applicable law.

21.2 Upon written request received within 30 days after termination, we will provide the Customer with a reasonable opportunity to export Customer Data from the Service, subject to:

(a) payment of any applicable fees; and

(b) applicable law and technical feasibility.

21.3 Provisions of these Terms that by their nature are intended to survive termination (including, without limitation, sections 3, 4, 5, 6, 9-11, 15-19A, 21, 22 and 24) continue in force after termination.

22. Dispute Resolution

22.1 If a dispute arises out of or in connection with these Terms or the Service, the parties must first attempt to resolve the dispute in good faith:

(a) by negotiation between senior representatives; and

(b) if not resolved within 30 days, by mediation conducted in Queensland, Australia, administered by a mutually agreed mediator or, failing agreement, by the Resolution Institute.

22.2 Neither party may commence court proceedings (except for urgent injunctive or declaratory relief) in relation to a dispute under these Terms until it has complied with section 22.1.

23. Governing Law and Jurisdiction

23.1 These Terms are governed by the laws of Queensland, Australia.

23.2 Subject to section 22, each party submits to the non-exclusive jurisdiction of the courts of Queensland and the courts that may hear appeals from them.

24. Changes to these Terms

24.1 We may amend these Terms from time to time.

24.2 We will notify Customers of material changes (for example, by email or via the Service) and update the 'Last updated' date above.

24.3 If the Customer continues to use the Service after any changes take effect, the Customer is taken to have accepted the amended Terms. If the Customer does not agree to the changes, it must cease using the Service.

25. General

25.1 These Terms, together with any applicable subscription or order documents and our Privacy Policy, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements or understandings relating to the same subject matter.

25.2 If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision is to be read down or severed to the minimum extent necessary, and the remaining provisions remain in full force and effect.

25.3 The Customer may not assign or transfer its rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights or obligations under these Terms in connection with a merger, acquisition, corporate reorganisation or sale of assets.

25.4 No failure or delay by a party in exercising any right under these Terms operates as a waiver, and a single or partial exercise of any right does not prevent any other or further exercise of that right or any other right.