TERMS AND CONDITIONS


  1. Introduction
    1. The “Adapt” web-based application (the Adapt Application) and the services made available to you through it (the Adapt Services), are provided by Third Horizon Consulting Pty Ltd (THC), an Australian proprietary limited company domiciled in the state of New South Wales, Australia.
    2. By downloading, accessing or using the Adapt Application or any of the Adapt Services, you signify that you have read and agree to be bound by our Terms and Conditions, incorporating:
      1. these Terms of Use; and
      2. the Privacy Policy, found at Privacy Policy.
    3. We may revise any part or all of our Terms and Conditions at any time without notifying you first, but we will post the revised Terms and Conditions on the Adapt Application. You should therefore check back and review our Terms and Conditions regularly to ensure that you still agree to be bound by them. Your continued access and use of the Adapt Application or any of the Adapt Services will otherwise be taken as your agreement to be bound by our Terms and Conditions as modified from time to time.
    4. You may contact us with any questions or concerns you may have with our Terms and Conditions or any changes made to them. Our contact details are set out in the General section 9 below of the Terms of Use.
    5. If you do not agree with our Terms and Conditions, you must not continue to access or use the Adapt Application or any of the Adapt Services, request the deletion of your Adapt Application Account, and must immediately delete or refrain from accessing the Adapt Application.
    6. Our Terms and Conditions were last updated on Wednesday, 13 August 2014.

  2. Definitions
    1. The following definitions apply throughout all our Terms and Conditions documents unless we say otherwise:
      Adapt Application Purposes means the provision of the Adapt Application and Adapt Application Services, including a service to evaluate the performance of services or the performance of employees within an organisation.
      Contribute(d) means to upload, post, transmit, communicate or otherwise make available online.
      Contributor(s) means a user that has a Adapt Application Account who has Contributed Material to the Adapt Application.
      Material(s) includes text, graphics, video or film and any associated text, images, photos, sound recordings, music, software or other multimedia or interactive components and other related material which are a part of Adapt Application and Adapt Services.
      Platform means any application built to function through Internet communication protocols, including the reporting of information within the Adapt Application to its users, bulletin boards, the World Wide Web, internet blogs, forums, and social media networks, or any such Platforms developed in the future.
      Marketing means functions, events, publicity, offers, competitions or other activities that are conducted outside the Adapt Application by others but which are promoted, advertised, or sponsored by us.

  3. What you can do through the Adapt Application
    1. Through the Adapt Application, you can:
      1. access, view, download, link, embed and/or share the Material or Material Contributed by others to the Adapt Application for your own private (that is, non-commercial) use as permitted by our Terms and Conditions;
      2. create an Adapt Application Account (as defined in section 5 of these Terms of Use) to Contribute Material and gain access to some or all of the Adapt Services which are provided by that account, including tools provided by THC to assist you in editing, producing, organising, managing and/or Contributing Material to the Adapt Application, or assisting others to create an Adapt Application Account;
      3. enquire about our products and/or services through the “Contact Us” facility on the Adapt Application.

  4. What you cannot do through the Adapt Application
    1. You must not do, or attempt to do, or assist anyone to do any of the following:
      1. access, view, download, link, embed, or share Material or otherwise (the Adapt Application Actions) unless through the functionality provided through the Adapt Application and/or any Adapt Services and such Adapt Application Actions are consistent with the Adapt Application Purposes.
      2. change, modify, add to, remove, deface, hack, reverse-engineer, tunnel into, circumvent, disable, or otherwise interfere with the operation of, the Adapt Application or the Adapt Services or any aspect of them.
      3. use any data mining tools, robots, webcrawlers or any other similar data gathering and extraction devices or applications on or in relation to the Adapt Application, the Adapt Services or any Material.
      4. remove any notices or markings applied or attached to, or contained on or in the Adapt Application, any Adapt Services or any Material.
      5. use any automated system to access the Adapt Application, any Adapt Services, or any Material, in a way that sends requests to hosting servers more frequently than any reasonable person could produce using a conventional web browser.
      6. modify, build on, block or interfere with any portion or function of any Adapt Services designed to allow access to, or functions for viewing, downloading and/or sharing of Material.
    2. You must not use, or authorise others to use, the Adapt Application, the Adapt Services or any Material:
      1. if using them or authorising their use will cause you or the persons authorised by you to breach any laws or regulations applying to you.
      2. to transmit (or authorise the transmission of) "junk mail," "chain letters," unsolicited emails, instant messaging, or "spamming".
      3. to harvest information about others that can be used to identify them personally.
      4. to impersonate any person or entity.
      5. to solicit money, passwords or personal information from any person.
      6. to harm, abuse, harass, stalk, threaten or otherwise offend others.
      7. to infringe the intellectual property rights or other rights of any person.
      8. for any unlawful purpose.
    3. Except with our (and our licensors’, as the case may be) prior written approval and consent, you must not, and must not authorise others to:
      1. copy, reproduce, make available online, transmit, publish, adapt, distribute, broadcast, display, sell, license, publicly display, download, print, store, “frame”, edit, alter, modify or otherwise exploit the Adapt Application, the Adapt Services, or any Material for any purposes other than those permitted under our Terms and Conditions.
      2. sell access to the Adapt Application, the Adapt Services, or any Material;
      3. sell or promote any advertising, sponsorships or promotions opportunities within the Adapt Application, the Adapt Services, or any Material;
      4. sell or promote any advertising, sponsorships or promotions opportunities on any other website or Platform containing Material, except where that other website or Platform contains material not obtained from the Adapt Application and such material is of sufficient value to be considered as the basis for the sale of any advertising, sponsorships or promotions on that other website or Platform;
      5. use the Adapt Application, the Adapt Services, or any Material to establish, maintain or provide your own publications, website or other online service, or assist someone else to do any of those things;
      6. link to the Adapt Application, the Adapt Services, or any Material from any other website or Platform, unless done through a Change Service designed for that purpose;
      7. modify or copy the layout or functionality of the Adapt Application or Adapt Services; and
      8. access, reproduce, store, distribute, adapt, alter or modify any software or code contained in or constituting the Adapt Application, the Adapt Services or any Material.

  5. Your Adapt Application Account
    1. To create an account with the Adapt Application (the Adapt Application Account), you will need to complete and submit the form made available for that purpose through the Adapt Application. If you are below 18 years of age, you may create an Adapt Application Account and access the Adapt Services only with the express consent and under the supervision of a parent or guardian.
    2. On completing and submitting the appropriate form, we will issue you with a username (based on the e-mail address which you use to create the Adapt Application Account) and a password (which you have chosen). You will need to log into your account through the Adapt Application using this username and password to complete the account creation process.
    3. Your Adapt Application Account will serve as our main point of contact with you, so you must ensure that your details are accurate and kept up-to-date.
    4. While every effort will be made by THC to keep your Adapt Application Account details secure from others, we cannot accept any responsibility for any loss or damage you suffer due to your lost, forgotten, shared or stolen access details. Because you could be liable to THC or others for any unauthorised use on your Adapt Application Account, you must also take care of your Adapt Application Account by:
      1. not sharing your access details (username and password) with anyone;
      2. regularly monitoring the activity on your Adapt Application Account; and
      3. reporting any unauthorised access or activity on your Adapt Application Account to THC as soon as you become aware of it.
    5. To cancel your Adapt Application Account you may lodge a request through the “Feedback/Help” facility in the Adapt Application made available for that purpose. Once your Adapt Application Account is terminated, you will not have access to any of the Adapt Services or content associated with your Adapt Application Account, which will be retained or deleted at THC’s sole discretion.
    6. Your Adapt Application Account may also be terminated for breaches of our Terms and Conditions.

  6. Permission to use the Adapt Services
    1. Once you have opened a Adapt Application Account, THC grants you permission to access and use the Adapt Services provided that you do not use the Adapt Services to Contribute Material to the Adapt Application that:
      1. is not your original work, or which in any way violates or infringes (or could reasonably be expected to violate or infringe) the rights (including intellectual property rights) of others;
      2. is, or could reasonably be expected to be, defamatory, obscene, offensive, threatening, abusive, pornographic, vulgar, profane, indecent or otherwise unlawful, including Material that racially or religiously vilifies, incites violence or hatred, or is likely to offend, insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation or any physical or mental disability;
      3. contains, promotes, or provides information about unlawful activities or conduct;
      4. exploits others in any manner;
      5. contains nudity, excessive violence, or sexual acts or references;
      6. includes an image of or personal information about other persons unless you have their consent;
      7. poses or creates a privacy or security risk to others;
      8. you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive;
      9. contains large amounts of untargeted, unwanted or repetitive content;
      10. contains restricted or password only access pages, or hidden content;
      11. contains viruses, or other computer codes, files or programs designed to interrupt, limit or destroy the functionality of other computer software or hardware; or
      12. advertises, promotes or solicits any goods or services or commercial activities (except where we have expressly given you permission to do so).

  7. Contributing Material
    1. All Material is provided to you “AS IS” and THC does not accept responsibility for the accuracy, usefulness, safety or availability free of any intellectual property rights restriction of the Material.
    2. Once you have obtained an Adapt Application Account, you may begin Contributing Material to the Adapt Application in the form of service performance, employee/employer performance and other appraisal or self-appraisal data and information. In doing so, you understand and acknowledge that we do not guarantee the confidentiality of any Material you choose to Contribute.
    3. You bear sole responsibility for all Material that you Contribute and for any consequences arising from your Contribution to the Adapt Application. THC is not responsible for, and accept no liability with respect to, any Material Contributed to the Adapt Application by any person other than THC.
    4. You acknowledge that in Contributing Material to the Adapt Application that there are personal and reputational risks involved. We do not accept any responsibility for any personal or emotional injury that arises out of your or anyone else’s Contribution of Material to the Adapt Application.
    5. By Contributing Material to the Adapt Application, you warrant that the Material does not breach any of our Terms and Conditions. In particular, you warrant that the Material you Contribute:
      1. will not infringe the rights (including any intellectual property rights);
      2. will not contain any Material that is Inappropriate.
    6. We reserve the right to, at our sole discretion:
      1. review, modify, reformat, reject or remove any Material which you Contribute that, in our opinion, violates our Terms and Conditions or otherwise has the potential to harm, endanger or violate the rights of any person;
      2. monitor your use of the Adapt Application and store or disclose any information that we collect in order to investigate compliance with our Terms and Conditions or for the purposes of any police investigation or governmental or regulatory request; and
      3. block access to, suspend or terminate your Adapt Application Account for any violation or repeat violation of our Terms and Conditions. You will have the right to protest our decision but no automatic reinstatement of your Adapt Application Account will occur unless you can prove that the violation or repeat violation was not your fault (for example, because someone else had unlawful access to your Adapt Application Account).
    7. You acknowledge that other users of the Adapt Application will have the chance to contribute feedback in relation to any Material you Contribute which may be considered offensive, inappropriate, or which falls short of the standards outlined in our Terms and Conditions (Inappropriate). All content flagged or reported as Inappropriate will be blocked and reviewed by us or our associated entities or companies. The Adapt Application is monitored and governed by the relevant law enforcement agencies and you should be aware that we work closely with these law enforcement agencies and we may be obliged to report Inappropriate Material.
    8. You acknowledge that we may retain, but not display or distribute, server copies of your Materials that have been removed or deleted.

  8. Rights in Materials
    1. You must be able to prove beneficial ownership of your Material or illustrate that you own or have the necessary licenses, rights, consents, and permissions to publish that Material which you Contribute.
    2. By Contributing Material to the Adapt Application, you unconditionally and irrevocably consent to any derogation of your moral rights (as defined by the Copyright Act 1968) which you may have in respect of the Material and grant to:
      1. us a non-exclusive, worldwide, royalty-free, perpetual and transferable licence (including the right to sub-licence) to use, reproduce, distribute, copy, display, publish, make available online or electronically transmit, edit and otherwise exploit the Material in any form for the Adapt Application Purposes.
      2. other users of the Adapt Application a non-exclusive, worldwide, royalty-free, perpetual and non-transferable licence to access your Material through the Adapt Application as permitted by our Terms and Conditions.
      3. other Adapt Application Account holders a non-exclusive, worldwide, royalty-free, perpetual and non-transferable licence to use, reproduce, distribute, display, publish, make available online or electronically transmit, and perform such Material as permitted by our Terms and Conditions.
      The above licenses granted by you in respect of Material you Contribute terminate within a commercially reasonable time after your Adapt Application Account is terminated.

  9. Intellectual Property Rights
    1. All aspects of the Adapt Application, the Adapt Services and all Material, including all text, information, photographs, artwork, graphics, logos, icons, images, illustrations, designs, plans, videos, animations, films and trade marks featured on or applied to the Adapt Application, the Adapt Services and any Material is or may be:
      1. protected by international intellectual property laws relating to copyright, trade marks, designs, patents and other related intellectual property rights; and
      2. our property, or the property of our licensors and used by us under licence from them.
    2. Your use of the Adapt Application, the Adapt Services and any Material does not grant you any rights in respect of those things or any implied license for any purpose other than that specified under our Terms and Conditions. In particular, no express or implied right is granted for you to sell, license, transmit, exploit, use for the purposes of trade, reproduce or communicate to the public any aspect of the Adapt Application, the Adapt Services or any Material to any other person without obtaining our (or our licensors’) prior written permission to do so. We and our licensors reserve all rights not expressly granted to you in our Terms and Conditions in respect of the Adapt Application, the Adapt Services and any Material.
    3. You acknowledge and agree that we own all right, title and interest, including without limitation all intellectual property rights, and all derivative works or enhancements thereof, relating to the Adapt Application and the Adapt Services, including but not limited to all information, content, reports, materials, products, services, URLs, software, technology, editorial or user guidelines, and documentation, developed in whole or in part by, with or for us.
    4. Subject to the rights you licensed to us under these Terms and Conditions, you retain all rights in the Material that you Contribute to the Adapt Application.
    5. Nothing in these Terms of Use constitutes a transfer of any intellectual property rights to you.

  10. Marketing
    1. From time to time the Adapt Application, the Adapt Services, or certain aspects of them may contain:
      1. links to websites or services that are operated by others (Linked Websites) who are not under our control or influence. These Linked Websites usually have separate terms and conditions which we encourage you to be wary and take note of. By clicking on any Linked Websites, you acknowledge and agree that:
        1. we do not endorse the contents of, or have an association with the owners or operators of, these Linked Websites;
        2. you leave the Adapt Application entirely at your own risk; and
        3. we are not responsible for the contents, conduct of or practices adopted by any Linked Websites.
      2. advertising material originating from others, but in no way are we taken to be representing, recommending or endorsing the advertiser or its products or services being advertised unless we expressly say so.
    2. From time to time, we may participate in Marketing. The Marketing will or should have separate terms and conditions which we encourage you to be wary and take note of. In choosing to participate in any Promotions, you acknowledge and agree that:
      1. your participation is entirely at your own risk; and
      2. we are in no way responsible for your decision to participate.

  11. Disclaimers, Warranties, Indemnities and Limitation of Liability
    1. The Contributed Material that appear on the Adapt Application is the content and opinions of the Contributors. We do not express any opinion or view, make any recommendation or endorsement of any Material Contributed by a Contributor or any other user of the Adapt Application and the opinions expressed therein are those of the respective individual. We do not accept any liability in connection with the content and opinions expressed on the Adapt Application by a Contributor or any other user of the Adapt Application and any damages incurred by a user who relies on, is influenced by or otherwise suffers as a result of a reliance on such opinion or content.
    2. We accept no responsibility for Material uploaded by you that may infringe on the rights (including any intellectual property rights) of others. On being made aware of the existence of such Material, we will remedy the situation by removing of the Material as soon as possible.
    3. From time to time the Adapt Application, the Adapt Services, or certain aspects of them may:
      1. change without notice; and
      2. not be accessible from time to time due to periods of maintenance, updates and upgrades, acts of God or other force majeure events. We accept no responsibility for your inability to access the Adapt Application or any Adapt Services as a result of these causes.
    4. We do not warrant, expressly or otherwise, the accuracy, completeness, currency or legality of the Adapt Application, the Adapt Services or any Material. In particular, to the extent permitted by law and without limitation, we do NOT warrant that the Adapt Application, the Adapt Services or the Material is or will be:
      1. free of error or omission; or
      2. free from any malicious software (including viruses, Trojan programs or the like).
    5. We accept no responsibility for any loss or damage incurred as a consequence of:
      1. your use of the Adapt Application, the Adapt Services, any Material, or the contents of any Linked Websites;
      2. your reliance on any information contained on or in the Adapt Application, the Adapt Services, any Material or any Linked Websites;
      3. any delays to, interruptions of or cessation of access to the Adapt Application; or
      4. any defamatory, offensive or illegal conduct of any person using the Adapt Application.
    6. By using the Adapt Application, you accept the full cost of repair or modification of your computer or mobile device software or hardware which may be required for you to use the Adapt Application.
    7. To the extent permitted by law, all warranties regarding the Adapt Application, the Adapt Services and any Material contained on the Adapt Application is excluded, including any implied warranties of merchantability and fitness.
    8. These Terms of Use do not exclude any warranties or conditions that are mandated by law. In the event that we are found liable for any breach of any such statutory condition or warranty, our liability will be limited, at our option, to any one or more of the following:
      1. in the case of goods, to any of the following:
        1. replacement of the goods or the supply of equivalent goods;
        2. repair of the goods;
        3. payment of the cost of replacing the goods or acquiring equivalent goods; or
        4. payment of the cost of having the goods repaired; and
      2. in the case of services, to either supplying the services again or payment of the cost of having the services supplied again.
    9. In accessing and using the Adapt Application, the Adapt Services or any Material, to the extent permitted by law, you agree to continuously indemnify THC, including our officers, employees, staff, agents and contractors and the directors, officers, employees, staff, agents and contractors of any of our related companies or associated entities (Those Indemnified), from all liability for any loss (including economic and consequential loss), damages or expenses incurred by or suffered by any of Those Indemnified arising from and/or as a result of any claim brought against Those Indemnified in connection with your use of the Adapt Application, the Adapt Services, Material or any Contributed Material.

  12. General
    1. If any provision of our Terms and Conditions is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions, which will remain effective and enforceable.
    2. All clauses in this agreement relating to payment, liability and indemnities will survive termination or expiry of these accepted Terms and Conditions, to the extent allowed by the law.
    3. These Terms of Use and all documents constituting our Terms and Conditions and Privacy Policy are governed by and construed in accordance with the laws of the State of New South Wales, Australia. In the event of a dispute involving our Terms and Conditions, you agree to irrevocably submit to the non-exclusive jurisdiction of the Courts situated in that State and any courts of appeal from them.
    4. If you wish to:
      1. report a violation of our Terms and Conditions;
      2. report suspected or actual unauthorised use of your Adapt Application Account, or protest our suspension or termination of your Adapt Application Account; or
      3. enquire about our Terms and Conditions, or any other matter you must do so in writing using any of the means below:

        Email: adapt@thirdhorizon.com.au
        Mail to: Level 41, 100 Miller Street, North Sydney NSW 2060
        Facsimile: +61 2 9460 2807