1. DirectorLens - Terms of Use

SCOPE OF PRODUCT

DirectorLens is a behavioural self-reflection tool. It presents structured scenarios to explore governance behavioural tendencies.

1.1 What DirectorLens provides

  • 24 scenario-based questions
  • Indicative behavioural style mapping
  • Personal reflection and style descriptions

1.2 What DirectorLens does not provide

DirectorLens is not:

  1. A performance evaluation, competency assessment, or fitness-for-purpose determination
  2. A validated psychometric or scientific instrument
  3. Legal, financial, governance, or professional advice
  4. Suitable for use or retention as evidence in board or director evaluations, hiring or appointment, renewal, remuneration, succession or disciplinary processes, or for legal or compliance determinations, regulatory assurance, insurance or audit assurance, or legal-defence purposes

1.3 Intended use
DirectorLens is designed for individual developmental reflection and, where expressly permitted, voluntary, non-evaluative board discussion. You may choose to share your results in a development conversation, including with your Chair. You are never required to share them, and sharing them does not permit any prohibited use identified in clause 1.2.

2. No Advisory Relationship

2.1 Purchasing DirectorLens does not create an advisory, fiduciary, or professional services relationship between you and NorthSeat.

2.2 NorthSeat does not assume responsibility for governance, legal, or compliance decisions made by directors.

2.3 For governance, legal, or compliance matters, directors must seek independent professional advice appropriate to their circumstances.

3. Limitations and Acknowledgements

3.1 Scenario-based self-report

Results are derived from your selections across stylised governance scenarios. They describe within-person response patterns under the DirectorLens framework and may be influenced by context, interpretation and response style. They do not establish how you will behave in every board setting.

3.2 No validation claims

While DirectorLens uses a structured methodology, NorthSeat does not represent that:

  1. Results are scientifically validated or peer-reviewed
  2. Results predict future behaviour or governance outcomes
  3. Results are suitable for third-party evaluations

3.3 Contextual limitations

Governance behaviour is highly contextual. DirectorLens scenarios cannot capture the full complexity of real-world board dynamics, legal obligations, or organisational circumstances.

4. Liability Limitations

4.1 Consumer guarantees preserved

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law that cannot lawfully be excluded, restricted or modified.

4.2 Liability cap

(a) Consumer guarantees

For any breach of consumer guarantees under the Australian Consumer Law relating to DirectorLens (other than a major failure), NorthSeat's liability is limited to, at NorthSeat's option:

  • Resupply of DirectorLens; or
  • Refund of the purchase price

(b) Exclusions from cap

Nothing in this clause limits NorthSeat's liability for:

  • Death or personal injury caused by negligence
  • Fraud, fraudulent misrepresentation or wilful misconduct
  • Any liability that cannot be excluded or limited under applicable law

(c) Other claims

To the maximum extent permitted by law, NorthSeat's total liability for any other claim (including negligence, breach of contract, or breach of statutory duty) is limited to the purchase price paid for DirectorLens.

4.3 Exclusion of consequential Loss

To the maximum extent permitted by law, NorthSeat excludes all liability for:

  1. Indirect, incidental, or consequential loss or damage
  2. Loss of profits, revenue, business opportunities, or reputation
  3. Decisions made in reliance on DirectorLens results, where such reliance is contrary to the limitations disclosed in these terms

4.4 Reasonable reliance

By using DirectorLens, you acknowledge that:

  1. You have read and understood these terms
  2. Results are indicative only and require independent verification
  3. You will not rely solely on DirectorLens for material governance decisions

4.5 Refunds

(a) Statutory rights

You are entitled to a refund or replacement if DirectorLens has a major failure under Australian Consumer Law (e.g., product is significantly different from description, unfit for purpose, or unsafe).

(b) Change of mind

DirectorLens is a digital product delivered immediately upon purchase. Once you have accessed the scenarios or received your results report, we cannot offer a refund for change of mind.

(c) Technical issues

If you experience technical issues preventing you from accessing or completing DirectorLens, contact us at liam@northseat.com.au. We will troubleshoot the issue and, if unresolved, provide a full refund.

(d) Dissatisfaction with results

DirectorLens provides behavioural reflection prompts based on self-report responses. Dissatisfaction with results or their applicability to your situation does not constitute a major failure under ACL and is not grounds for refund.

5. Intellectual Property

5.1 Ownership

All intellectual property in DirectorLens (questions, scenarios, scoring methodologies, analyses, reports) is owned exclusively by NorthSeat Pty Ltd ABN 67 690 779 072.

5.2 License

(a) Individual DirectorLens report: You are granted a personal, non-transferable, non-exclusive licence to use your individual report for permitted professional development and reflection.
(b) Full Spectrum Report + Facilitation Pack: Where purchased, you may use the pack for permitted internal board reflection and facilitation and may distribute those style reference sheets expressly identified in the pack as licensed for director distribution. As a condition of that licence, you must not ask for or require any director's individual DirectorLens report, scores or style label. Paid use for third-party clients requires a separate NorthSeat commercial licence.

5.3 Prohibited Uses

You must not:

  1. Reproduce, distribute or publicly display any part of DirectorLens except where expressly permitted in the Full Spectrum Report + Facilitation Pack or under a separate written NorthSeat licence
  2. Reverse-engineer or extract the methodology
  3. Use DirectorLens to create competing products
  4. Share your access credentials with third parties

5.3.1 Use of Artificial Intelligence

You may use DirectorLens with artificial intelligence (AI) tools for your permitted internal business purposes, provided the applicable service terms and settings prohibit the AI provider from using DirectorLens to train or improve its AI models and prevent DirectorLens from being made publicly available or accessible to other customers.

You must not upload DirectorLens to an AI service that does not meet these conditions, or use AI to reproduce, adapt or develop DirectorLens, or any substantial part of it, into products, templates, datasets or services for sale, distribution or use by third parties, except as expressly permitted under this licence.

All AI-assisted use remains subject to the intellectual property and licensing restrictions in these Terms.

5.4 Individual results and data

You may retain and use your individual results report for the permitted purposes in these Terms. NorthSeat retains all intellectual property rights in the DirectorLens framework, methodology, report structure, style definitions and underlying content. Your personal information and response data are handled in accordance with the Privacy Policy

You may request deletion of identifiable data in accordance with our Privacy Policy and subject to any legal retention requirements.

7. Data and Privacy

7. Dispute Resolution

8. General

8.1 Entire agreement

These terms, together with the Digital Product Terms, constitute the entire agreement regarding DirectorLens. If they are inconsistent, these terms prevail for DirectorLens.

8.2 Severability

If any provision is unenforceable, remaining provisions continue in full force.

8.3 Updates

NorthSeat may update these terms from time to time. Updated terms will apply to:

  • Purchases made after the effective date of the update
  • Ongoing use of any platform features or services provided after the update

Terms in effect at the time of your purchase will continue to govern your use of DirectorLens, unless:

  • You agree to updated terms; or
  • Changes are required by law

Updated terms will be posted on our website with the effective date clearly stated.

Acceptance

By purchasing or using DirectorLens, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.

Copyright © 2026 NorthSeat ABN 67 690 779 072. All rights reserved.

Effective Date: 1st September 2026