Terms of trade
These General Terms and the Schedule (together, the Agreement) form a contract between you and PeopleQ.
1. Scope and Application
This Agreement governs your engagement with PeopleQ, together with the following documents:
(a) For Coaching and Assessments – see coaching contract
(b) For PQfactor – see PQfactor T&Cs
(c) For EQ and other Workshops – see schedule
(d) For other services – see schedule
Unless otherwise agreed, payments for invoices are due 7 days after the invoice date.
This Agreement begins on the date you sign the Schedule or first use the Services (whichever is earlier), and continues until:
(a) In the case of PQfactor Software - your Licence ends or otherwise terminates; or
(b) If the Services are provided for a set period of time as stated in the Schedule – the expiry of that period;
(c) In any other case, if this Agreement is terminated early in accordance with the terms of this Agreement.
4. Termination without cause (does not apply to PQfactor)
(a) Either party may terminate this Agreement to be effective at the end of the then current Term by providing the other party with written notice of termination within 30 days prior to the end of a Term. This clause does not apply to PQFactor.
(b) PeopleQ may terminate this Agreement for any reason by providing at least 30 days’ written notice to you.
5. Termination for breach
Each party may suspend performance or terminate this Agreement if the other party:
(a) is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice; or
(b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
6. Consequences of Termination
If this Agreement is terminated:
(a) by you due to breach by PeopleQ, we will provide you with a pro rata refund for any Fees prepaid by you applicable to the period following the termination of this Agreement; or
(b) by PeopleQ due to breach by you, we will bill you, and you will pay, for any accrued but unbilled Fees, and you will remain liable to pay any invoices outstanding on the termination date.
7. Exclusion of liability
To the extent permitted by applicable law, neither party is liable for any lost profits, economic loss, or indirect or consequential loss arising in connection with this Agreement.
8. Mutual Confidentiality Obligations
Except as required by law, the Recipient of any Confidential Information under this Agreement must:
(a) protect the Discloser’s Confidential Information using commercially reasonable efforts and no less than the same efforts it uses to protect its own Confidential Information;
(b) not disclose the Discloser’s Confidential Information, except to affiliates, employees, directors, contractors, agents, and professional advisors of the Recipient who need to know it and who have agreed in writing to keep it confidential; and
(c) only use the Discloser’s Confidential Information to exercise its rights and fulfil its obligations under this Agreement.
9. PeopleQ Intellectual Property Rights
Nothing in this Agreement grants you:
(a) ownership in any PeopleQ content (other than Customer Data); and
(b) any right to use any PeopleQ trademarks (including the PQfactor trademark) or our other Intellectual Property Rights.
Any amendment to this Agreement must be in writing, signed by you and PeopleQ.
11. Dispute resolution
Before commencing any form of court proceedings in connection with this Agreement, each party agrees to:
(a) give the other party notice of the dispute and its nature;
(b) give the other party the opportunity to remedy any breach (except an obligation to pay Fees) within 30 days; and
(c) hold good faith negotiations with the other party,
(except to the extent of any urgent interlocutory relief).
12. Coverning Law
The governing law of this Agreement is the laws of South Australia and the Federal Court of Australia; and each party submits to the exclusive jurisdiction of the courts of South Australia.
Neither party may assign this Agreement without the other party’s prior written consent (such consent not to be unreasonably withheld or delayed).
14. Entire Agreement
This Agreement - together with the additional documents referred to in clause 1, as applicable - constitutes the entire agreement between you and PeopleQ concerning its subject matter.
15. Force majeure
Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, governmental action, or general internet disturbance) that was beyond the party’s reasonable control (except for payment of any money owed).
16. Independent contractors
The relationship between the parties is that of independent contractors, not legal partners, employees, or agents of each other.
17. No waiver
A party’s failure or delay to enforce a provision under this Agreement is not a waiver of its right to do so later.
All notices must be in writing and will be deemed given when:
(a) verified by written receipt, if sent by postal mail with verification of receipt service or courier;
(b) received, if sent by mail without verification of receipt; or
(c) when verified by automated receipt or electronic logs if sent by email.
If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed from this Agreement and the remaining terms will remain in full effect.
20. Definitions and Interpretation
In this Agreement, a reference to:
PeopleQ Pty Ltd, we, us or our means PeopleQ (ABN 46 617 872 492).
Commencement Date means the date in Item 2 of the Schedule.
Confidential Information means any information disclosed by a party (the Discloser) to the other party (the Recipient) in connection with the use of the Services that is marked confidential or would reasonably be considered as confidential under the circumstances.
Customer Data is the Customer’s Confidential Information.
Confidential Information does not include any information that:
(a) is or becomes public through no fault of the Recipient;
(b) the Recipient already lawfully knew;
(c) was rightfully given to the Recipient by a third party free of any confidentiality duties or obligations; or
(d) was independently developed by the Recipient without reference to the Discloser’s Confidential Information as demonstrated by documentary evidence.
Customer, you or your means the entity or person indicated in the relevant section of the Schedule. (As the Customer, if you are an organization, the individual who agrees to this Agreement on your behalf must have the authority to bind you to this Agreement, and both you and that individual represent that to be the case).
Customer Data means any content or data that you or your Users submit or transfer to PeopleQ using the Software (including personal data or survey responses).
Intellectual Property Rights means any and all present and future intellectual and industrial property rights, including any registered or unregistered forms of copyright, designs, patents, trademarks, service marks, domain names, goodwill and any commercial information. Intellectual Property Rights also include any application or right to apply for registrations of any of these rights, any rights protected or recognised under any laws throughout the world, related to these rights, and anything copied or derived from such property or rights.
Fees means the annual fees payable by the Customer to PeopleQ as set out in the Schedule. Unless stated otherwise in the Schedule, all Fees exclude GST.
Liability means liabilities, losses, damages, actions, causes of action, arbitrations, claims, orders, judgments, outgoings, costs (including legal costs on a solicitor and own client basis) and expenses, whether present or future, actual or contingent.
Licence means a periodic, non-exclusive and royalty-free licence to the Customer to use the Software.
Pricing Schedule means the document of that name attached to this Agreement. Renewed Term means any extension of the original Term, whether by automatic rollover or not.
Research and Development means work carried out by PeopleQ to improve the Software including work in respect of benchmarking, text analytics, analysis, comment translation and the development and provision of additional services and functionality.
Reports means any standard reports or analysis generated through the Services or other output of the Services.
Schedule means the schedule to these General Terms.
Services means the services described in the Schedule.
Software means the PQ factor measurement tool, provision of software provided by Teamgage, and PeopleQ tips and tool access and annual reports, set out in the Schedule.
Term means the period of this Agreement, as set out in the Schedule.
Users means any person or entity to whom you provide access to our Software, including any administrators or managers of your Licence or survey respondents.
The use of the terms includes, including, such as and similar terms, will be deemed not to limit what else might be included.
Singular includes plural and vice versa.
The liability of a party comprising more than one person is joint and several.