Terms of Service

These Terms of Service ("Terms") are a legal agreement between you and Vanderwalt Trading Pty Ltd (ABN 87 633 334 291), trading as Leadership Intelligence System ("LIS", "we", "us", "our"), and govern your access to and use of the LIS platform at thinklis.ai and its web and mobile applications (the "Service").

By creating an account, accepting these Terms when prompted, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

LIS is a structured AI thinking partner for leaders. It uses AI to guide you through a structured thinking process across a set of cognitive modes, and it builds a longitudinal memory and profile to personalise that process over time.

LIS is a thinking and reflection tool. It is not a source of professional advice, and it is not a coaching, counselling or therapeutic service. In particular:

— LIS does not provide coaching, counselling or therapy, and does not provide legal, financial, accounting, tax, medical, psychological, psychiatric or human-resources advice. It is not a substitute for a qualified professional, and no therapeutic, clinical or professional relationship is created by your use of the Service.

— LIS is not an emergency or crisis service. If you are in crisis or may harm yourself or others, stop and contact your local emergency services or a crisis helpline immediately (in Australia, Lifeline on 13 11 14).

— AI output may be inaccurate, incomplete, or unsuitable. The Service generates responses to support your thinking; it does not make decisions for you. You are solely responsible for any decision or action you take. Always apply your own judgement and seek appropriate professional advice before acting on anything material.

You acknowledge and accept these limitations as a condition of using the Service.

— You must be at least 18 years old and able to form a binding contract to use the Service.

— If you accept these Terms on behalf of an organisation, you represent that you have authority to bind that organisation.

— Accounts are created and secured through our identity provider, or through your organisation's single sign-on where applicable. You are responsible for keeping your credentials secure and for activity under your account. Notify us promptly of any unauthorised use.

— You agree to provide accurate account information and to keep it current.

— Access to the Service may depend on an active subscription (see Section 11), organisation membership, valid invitation, or other entitlement, which is re-checked on each request.

You agree not to:

— use the Service for any unlawful purpose, or in breach of any applicable law or regulation, or any third party's rights;

— upload or input personal information about other people unless you have a lawful basis to do so (remember that what you share becomes part of your session content);

— attempt to access, interfere with, or undermine the isolation, security, or integrity of the Service, other users' data, or our systems, including probing, scanning, penetration testing without authorisation, or circumventing access controls;

— reverse engineer, decompile, or attempt to extract the source code, prompts, model configuration, or underlying methodology of the Service, except to the extent this restriction is prohibited by law;

— use the Service, or its outputs, to build or train a competing product or model, or to scrape or harvest data;

— introduce malware, abuse rate limits, or impose an unreasonable load on the Service;

— resell, sublicense, or provide the Service to third parties except as expressly permitted; or

— use the Service to generate unlawful, harmful, harassing, defamatory, or infringing content.

We may suspend or terminate access for breach of this section (Section 10).

— You own your content. As between you and us, you retain all rights in the messages, recordings (as transcribed), documents you share (as converted to text), and other content you submit to the Service ("Your Content", referred to in the Privacy Policy as your session content).

— Documents you share. You may attach documents to a session for LIS to read. By sharing a document you confirm you are entitled to share it — that doing so does not breach another person's rights, a confidentiality obligation, or your organisation's policies — and Section 4 applies to what you upload. The document's content is converted to text and handled as Your Content. By default it is used only within that session; if you choose to let that session inform your memory and stories, material derived from it may persist as part of your memory and stories, as described in the Privacy Policy (Sections 4.2 and 4.4). The original file is not retained. You are responsible for the documents you choose to share.

— Choosing to keep what a document informs. If you allow a session to draw on documents you shared, you remain responsible for having been entitled to share them. Your choice governs how LIS uses that content; it is not a consent given on behalf of anyone else whose information appears in the document, and it does not change your obligations under Section 4.

— Licence to operate the Service. You grant us a limited, worldwide, non-exclusive, royalty-free licence to host, store, process, transmit, and display Your Content solely to provide, secure, personalise, and improve the Service for you, including building your memory, stories and profile, and transmitting content to our AI sub-processors to generate responses (see the Privacy Policy, Section 8). This licence ends when the relevant content is deleted, subject to short operational and backup windows.

— We do not sell Your Content, and we do not use it for third-party advertising or to train third-party foundation models (see the Privacy Policy).

— Your stories. The Service keeps the longer arcs it draws from your sessions — a challenge, initiative or decision you keep returning to — as "stories", which are part of Your Content and are described in the Privacy Policy (Section 4.4). Stories are captured automatically when a session closes unless you turn that off, and you can write, edit or delete a story yourself at any time.

— Your development record and evidence reports. The development record the Service derives from your sessions — competency engagement, session synopses you confirm, and insights you write — is your personal information, handled as described in the Privacy Policy (Section 4.4). Development Evidence Reports are released only by you. Once you authorise a report and share it, you are responsible for what you shared and with whom; you can revoke a share link at any time, but copies already downloaded by a recipient are outside our control.

— AI output. Subject to these Terms and applicable law, as between you and us, you may use the responses the Service generates for you ("Output") for your own purposes. Output is generated by AI and provided without warranty as to accuracy or fitness (Section 7). Given the nature of AI, Output may not be unique, and similar Output may be generated for others.

Our handling of personal information is described in the Privacy Policy. Key points:

— Session content may include sensitive or special category personal data. Where it does, we process it in accordance with our Privacy Policy, including obtaining your explicit consent where required.

— You can export, correct, and delete your data from within the app, and you can withdraw consent at any time (Privacy Policy, Section 11). Because processing your session content is how the Service works, withdrawing consent means we can no longer provide the Service to you. If you withdraw consent during a paid subscription term, the cancellation and refund terms in Section 11.2 apply; we do not provide change-of-mind refunds, and the 30-day free trial is how you evaluate the Service before any payment is taken.

— Voice audio is never stored — only transcripts.

— Your memories and stories — what the Service derives from your sessions to carry your thinking forward — are private to you. You can read, correct or delete them, and turn automatic story capture off, in Your information.

— Your development record (leadership-competency evidence derived from your sessions) is private to you, can be switched off under Memory in your account settings, and its reports are shared only on your explicit per-report authorisation.

— Where an organisation funds your seat, we remain the data controller for your session content; we act as a data processor only for the organisation's seat-administration data (roster, seat status, usage and cost), under its instructions and our Data Processing Addendum (Privacy Policy, Section 3).

By using the Service you acknowledge the Privacy Policy.

To the maximum extent permitted by law, and subject to Section 8:

— The Service and all Output are provided "as is" and "as available", without warranties of any kind, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement.

— We do not warrant that the Service will be uninterrupted, error-free, secure, or that Output will be accurate, complete, reliable, or suitable for any purpose.

— You are responsible for evaluating, and bear all risk associated with, your use of the Service and any reliance on Output. See Section 2 — the Service is not professional advice, not coaching, counselling or therapy, and not a crisis service.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy that applies to you under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other law that cannot lawfully be excluded.

If the Australian Consumer Law applies and we breach a consumer guarantee that cannot be excluded, our liability is limited (where the law permits) to, at our option: re-supplying the relevant services, or paying the cost of having them re-supplied.

If you are a consumer in another jurisdiction, you may have mandatory statutory rights that these Terms do not affect.

For consumers in the United Kingdom, the European Union, and the United Arab Emirates: nothing in these Terms excludes or limits any right or remedy you have under mandatory consumer-protection law that cannot lawfully be excluded, including the UK Consumer Rights Act 2015, applicable EU consumer law, and the UAE Federal Consumer Protection Law (Federal Law No. 15 of 2020) and its executive regulations. In particular, our disclaimers in Section 7 and the limitation of liability in Section 9 do not apply to the extent they would exclude or restrict such non-excludable consumer rights, and are subject to those rights. Where you deal with us as a consumer, your statutory rights take precedence over any conflicting term.

Subject to Section 8 and to the extent permitted by law:

— Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or data, arising out of or relating to the Service, even if advised of the possibility.

— Our total aggregate liability arising out of or relating to the Service and these Terms is limited to the greater of (a) the amount you paid us (or that your organisation paid on your behalf) for the Service in the 12 months before the event giving rise to the claim, or (b) AUD $100. This limit is subject to Section 8 and does not affect your non-excludable consumer rights.

— We are not liable for any decision you make, or action you take or fail to take, based on the Service or its Output.

These limitations reflect the allocation of risk between us and apply regardless of the form of action.

— By you. You may stop using the Service and delete your account at any time under Security & data in your account settings. Before deletion you can export your data (Privacy Policy, Section 11).

— By us. We may suspend or terminate your access if you breach these Terms, if required by law, or to protect the Service or other users. If your entitlement lapses — for example a subscription ends or is not renewed — access changes as described in Section 11.2 (for individual subscriptions) or Section 12 (where an organisation funds your seat).

— Organisation actions. If you access LIS through an organisation, your organisation may suspend or remove your access; suspension of an organisation cascades to its members. What then happens to your access and your personal workspace is set out in Section 12.

— Effect of termination. On termination, your right to use the Service ends. We will delete or de-identify your data in accordance with the Privacy Policy (and, for an organisation's seat-administration data, its Enterprise Agreement), subject to short operational and backup windows and to records we are required or permitted to retain (such as deletion-audit tombstones and consent records).

LIS is offered both to individuals (self-service subscriptions purchased through the Service) and to organisations (under a direct Enterprise Agreement). This Section 11 covers individual subscriptions; Section 12 covers organisation seats.

11.1 Individual subscriptions

— Plans and prices. Individual subscriptions are offered on a monthly or annual basis at the prices shown on our pricing page at thinklis.ai at the time you subscribe. Current prices are $89 AUD per month or $840 AUD per year. Prices are in Australian dollars and include GST. We may change our prices from time to time; a price change will not affect the current paid term of an existing subscription and will take effect on your next renewal, for which we will give you reasonable advance notice.

— Free trial. We offer a 30-day free trial of full access. A valid payment method is required to start the trial. You will not be charged during the trial period. If you do not cancel before the end of the 30th day, your subscription begins automatically and your payment method is charged the fee for the plan you selected. We will remind you in the app in the last few days of your trial. You can cancel during the trial at any time (see Section 11.2).

— One trial per person. The free trial is available once. We may decline a trial where your email address or payment card has already been used for one, including when you subscribe again after an earlier subscription ended. If we decline a trial, we will tell you before any payment is taken, and nothing is charged unless you then choose to start a paid subscription.

— Auto-renewal. After any trial, individual subscriptions renew automatically at the end of each term at the then-current price for that plan, unless you cancel before the renewal date. Monthly subscriptions renew each month, and annual subscriptions renew each year. By subscribing, you authorise us (and our payment processor) to charge your payment method for each renewal term until you cancel.

— Changing plan. You can switch between monthly and annual billing under Billing in your account settings, except while a discount given for a set number of billing periods still has periods to run (see below). The change takes effect immediately: the unused part of your current term is credited against the new plan, and any credit left over is applied to your future invoices rather than refunded.

— Complimentary and discounted access. We may give you free or discounted access at our discretion. It may be open-ended, or for a set number of billing periods — a billing period is one month on the monthly plan and one year on the annual plan — and Billing in your account settings shows how many periods it covers and how many remain. A free trial does not use up a billing period: the first period is the first invoice you are charged for. A discount for a set number of periods applies to that many of your invoices; your subscription then continues at the full price from your next invoice. While such a discount has periods to run you cannot switch between monthly and annual billing, and if you cancel, the periods you have not used apply again if you subscribe to the same plan. Complimentary access for a set number of periods lasts to the end of the last one. When complimentary access ends, it ends like any other subscription (Section 11.2). Access given with an end date before these Terms took effect keeps that date.

— Payments and taxes. Payments are processed by our third-party payment processor, Stripe. We do not store your full card details. You are responsible for keeping your payment information current; if a payment fails, we may retry it and may suspend or downgrade your access if it remains unpaid. Displayed prices include GST; you are responsible for any other taxes that apply to you.

11.2 Cancellations and refunds

This section sets out, in one place, how to stop paying and what you get back. Your rights under the Australian Consumer Law and other non-excludable consumer laws (Section 8) apply in addition to everything below, regardless of plan.

— During the free trial. Cancel at any time before the end of the 30-day trial from your account settings, and you will not be charged. Your access continues to the end of the trial. Because no subscription begins, your account and its content are then deleted at the end of the trial period unless you subscribe before it ends — we will tell you this in the app and by email at the time you cancel.

— Cancelling a paid subscription. You may cancel at any time from your account settings. Cancellation stops your next renewal; you keep access until the end of the term you have already paid for. Except where the law requires it, we do not refund the current term or provide pro-rata refunds for partial periods.

— What happens after cancellation or non-payment. When a subscription ends — because you cancelled, because a payment could not be collected, or because complimentary access we gave you has ended — your access becomes limited: you can still sign in, read your existing sessions and export your data, but you cannot start new sessions or use voice. This limited period lasts 14 days, and we will remind you during it by email and in the app. If you have not resubscribed by the end of it, your account and all its content are permanently deleted, as described in the Privacy Policy (Section 10). You may also delete your account yourself at any time during that period.

— If no payment was ever made. The 14-day limited period applies once you have paid for at least one term, or held complimentary access. If a subscription ends before any payment was made — for example a trial you cancelled, or a trial whose first payment could not be collected after retries — there is no limited period, and your account and its content are deleted when the subscription ends. In every case we email you a final notice at least 24 hours before your account is deleted.

— If a billing question is unresolved. If our records and our payment processor's disagree about your subscription, or collection of payment is paused, we do not delete your account while it is being resolved, although your access may be limited in the meantime.

— Refunds. We do not offer change-of-mind or discretionary refunds. The 30-day free trial is how you evaluate the Service before any payment is taken. This does not limit your rights under the Australian Consumer Law or any other law that cannot be excluded (see Section 8). Where we are required to provide a remedy, or where we otherwise agree to make a refund, it is returned to your original payment method through Stripe.

11.3 Organisation seats

— LIS is also offered to organisations under direct agreements. Enterprise seats are provisioned against an Enterprise Agreement rather than through in-app purchase.

— Where organisation fees apply, they are set out in your Enterprise Agreement or Order Form. Unless stated otherwise, organisation fees are exclusive of taxes, which the organisation is responsible for.

— The trial and auto-renewal terms in Sections 11.1 and 11.2 apply to individual self-service subscriptions only, not to organisation seats, which are governed by the Enterprise Agreement.

— If an organisation stops funding your seat, what happens to your access and your personal workspace is set out in Section 12.

If an organisation funds your LIS seat:

— The organisation's Enterprise Agreement, Order Form, and Data Processing Addendum govern the organisation's purchase and administration of seats and prevail over these Terms to the extent of any conflict — except that your session content always remains governed by these Terms and the Privacy Policy, with LIS as its data controller.

— All sessions happen in each member's personal workspace. The organisation never holds or accesses session content; it is the data controller only for its seat-administration data — the member roster, roles and seat status, and per-seat usage and cost information — and is responsible for managing its members and their permitted use.

— Administrators can manage membership, roles, usage and access, but cannot read members' session content, memories, stories, profiles, or development records and reports (Privacy Policy, Section 3). A member's Development Evidence Report reaches the organisation only if the member releases it themselves.

— If your organisation stops funding your seat. If the organisation's funding for LIS ends, its account with us is suspended or closed, or it removes your seat — and you are not funded another way, such as by your own subscription — your personal workspace is not handed to the organisation and is not deleted straight away. You keep full access for 14 days, because a lapse is often an agreement being renewed late. Your access then becomes limited for 60 days: you can sign in, read your sessions and export your data, but you cannot start new sessions or use voice, and you can take out your own subscription at any point to keep everything exactly as it is. If you have not subscribed by the end of that period, your account and all its content are permanently deleted, as described in the Privacy Policy (Section 10). We will tell you by email and in the app when your access becomes limited, a week before deletion, and the day before. You may also delete your account yourself at any time.

The Service — including its software, the design and content of its cognitive modes and thinking framework, its user interface, and all related intellectual property — is owned by us or our licensors and is protected by law. Except for the rights expressly granted to you in these Terms, we reserve all rights. "LIS", "Leadership Intelligence System", and associated logos and branding are our marks and may not be used without our permission.

— We may modify, improve, or discontinue features of the Service. We aim to give reasonable notice of material adverse changes.

— The Service is provided on a reasonable-efforts basis. Unless an Enterprise Agreement provides a service level, we do not commit to any specific uptime, and the Service may be unavailable during maintenance or due to factors outside our control.

We may update these Terms from time to time. The current version always governs and is published at thinklis.ai/terms with its version and effective date. If we make a material change, we will notify you and, where required, ask you to review and accept the new version before continuing to use the Service. If you do not accept a new version, you may need to stop using the Service. Previous versions are retained and available on request.

These Terms are governed by the laws of New South Wales, Australia, and you and we submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia — without affecting any mandatory consumer-protection rights you have under the laws of your own country of residence.

Before commencing proceedings, the parties will use reasonable efforts to resolve any dispute informally by contacting each other. Nothing in this section prevents either party from seeking urgent injunctive relief.

— Entire agreement. These Terms, the Privacy Policy, and (where applicable) your Enterprise Agreement form the entire agreement between us regarding the Service.

— Severability. If any provision is found unenforceable, the rest remain in effect.

— No waiver. Our failure to enforce a provision is not a waiver of it.

— Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

— Force majeure. Neither party is liable for delay or failure due to events beyond its reasonable control.

Vanderwalt Trading Pty Ltd, trading as Leadership Intelligence System

13a View Street, East Maitland, NSW 2323, Australia

General enquiries: hello@thinklis.ai · Privacy: privacy@thinklis.ai