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 as the sole or primary basis for board evaluations, remuneration decisions, succession planning, or legal/compliance determinations

1.3 Intended use
DirectorLens is designed for personal reflection and self-awareness development. Results should inform (not replace) professional judgment and independent advice.

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 Subjective self-assessment

Results are based entirely on your self-reported responses to stylised scenarios. Accuracy depends on the honesty and self-awareness of your responses.

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 your statutory rights under the Australian Consumer Law (ACL), including guarantees of acceptable quality (s 60) and fitness for disclosed purpose (s 61).

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 or fraudulent misrepresentation
  • 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 within 14 days of purchase. 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 ABN 67 690 779 072.

5.2 License

You are granted a personal, non-transferable, non-exclusive license to use DirectorLens for your individual professional development.

5.3 Prohibited Uses

You must not:

  1. Reproduce, distribute, or publicly display any part of DirectorLens
  2. Reverse-engineer or extract the methodology
  3. Use DirectorLens to create competing products
  4. Share your access credentials with third parties

5.4 Results ownership

You own your individual results report. NorthSeat may retain:

  • Response data (scenario selections, aggregate patterns) for product improvement purposes.
  • Retention period: Indefinitely for anonymised data; identifiable data is deleted in accordance with our Privacy Policy

You may request deletion of your identifiable data at any time by contacting liam@northseat.com.au.

7. Data and Privacy

7. Dispute Resolution

9. General

8.1 Entire agreement

These terms constitute the entire agreement regarding 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 © 2025 NorthSeat ABN 67 690 779 072. All rights reserved.

Effective Date: 1st October 2025