CHAIRS Global Terms and Conditions

CHAIRS Global – Individual subscription

1. Engagement and Services

1.1 CHAIRS Global ("CG") operates and provides a membership that incorporates in-person and online content, discussions, intelligence, meetings, forums and education ("Content"), an artificial intelligence agent, askchAIrs and the CHAIRS Global website at chairsglobal.com ("Website"), and other meetings, convenings and interactions (collectively, the "Services").

1.2 These Terms, the Engagement Letter and the Membership Information (Individual Subscription) document constitute the entire agreement between the parties and supersede any prior understandings. Amendments must be in writing and signed by both parties, except as provided in Clause 1.3.

1.3 CG reserves the right to update these Terms by providing 30 days' written notice. Changes take effect from the date specified in the notice.

2. Your Membership

2.1 You hold the subscription to the CG membership.

2.2 You have agreed to become a Subscriber of CHAIRS Global from the date specified in the Engagement Letter.

2.3 You accept these Terms by signing the Engagement Letter, logging into the Website, or engaging with the Services.

2.4 The Services are to be used solely for your reasonable internal governance purposes and must not be copied, commercialised, republished or used to train any AI system.

2.5 CG reserves the right to suspend or terminate your membership for breach of these Terms, or the Code of Conduct, or misuse of the Services. CG will endeavour to provide reasonable notice before doing so, except where the breach is serious or the circumstances make it impracticable.

2.6 Fees are paid in accordance with your Engagement Letter and, when applicable, are billed annually in advance.

2.7 You may terminate your membership by providing written notice to CG. On termination:

2.7.1 If you terminate within 30 days of your membership commencement or renewal date, CG will provide a pro-rata refund for the unused portion of the annual fee.

2.7.2 After 30 days, no refund will be provided, except where required under the Australian Consumer Law or agreed otherwise at CG's discretion.

2.8 Your membership will renew automatically unless you advise CG at least 30 days before the renewal date. CG will provide at least 30 days' written notice before your membership renews.

2.9 You agree to use the Website and Services in accordance with the Code of Conduct, as amended from time to time, available at chairsglobal.com/chairs-global-code-conduct. This includes engaging under Chatham House Rule and not revealing the identity or affiliation of other Members, or attributing any statement to a named individual.

3. askchAIrs

3.1 askchAIrs is an AI-enabled digital agent available through the Website. It does not provide legal, financial, investment or other professional advice, and no reliance should be placed on askchAIrs output without independent verification. You acknowledge there are limitations with AI-enabled tools and CG accepts no responsibility for decisions made in reliance on it.

3.2 Content you submit to askchAIrs – e.g. prompts, questions, and any documents or materials you upload ("Member Inputs") – remains your property. By submitting Member Inputs, you grant CG a non-exclusive, royalty-free licence to process those inputs for the purpose of generating a response and improving the Services, subject to Clause 5. You agree not to submit sensitive personal data and to ensure you have the right to share other information you upload.

3.3 All output generated by askchAIrs ("AI Output") is owned by CG. CG grants you a non-exclusive, revocable licence to use the AI Output you generate, for your internal governance purposes during your membership. AI Output must not be reproduced, redistributed, published or used to develop or train any AI system or competing product / service.

3.4 askchAIrs is powered by third-party AI infrastructure. By using askchAIrs, you acknowledge that Member Inputs may be processed by CG's third-party AI providers, subject to their data processing agreements with CG. CG will use commercially reasonable efforts to ensure those providers maintain appropriate data protection standards.

3.5 You must not use askchAIrs to: (i) extract or query content for commercial purposes or to develop a competing product or service; (ii) submit automated or high-volume queries; (iii) attempt to reverse-engineer the underlying model or CG's proprietary knowledge base; or (iv) submit content that is unlawful, harmful or in breach of these Terms or the Code of Conduct.

4. Confidentiality

4.1 "Confidential Information" means all information that is confidential by nature or designated as confidential. This includes, without limitation, the CG Website, Content and Services, your personal information, contributions to the Content and Services, and any information shared by other members in the course of CG engagements.

4.2 Both parties agree not to disclose Confidential Information to any third party without the express prior written consent of the other party.

4.3 These obligations do not apply to information that: (i) is or becomes publicly available through no breach of these Terms; (ii) was lawfully possessed prior to disclosure; (iii) is independently developed without use of Confidential Information; or (iv) must be disclosed by law.

4.4 Without CG's prior written permission, you must not download, screenshot, record, extract, broadcast, republish, upload, forward, distribute or otherwise share any CG Website, Content or Services, or any materials, comments or disclosures from CG peer engagements (including for example, from the Dialogue discussion forums, CHAIRStrust or other events). For the avoidance of doubt, this prohibition includes:

4.4.1 sharing materials with colleagues, advisers or any other person beyond what is strictly necessary for your own internal governance purposes;

4.4.2 uploading or submitting any CG materials to any third-party artificial intelligence tool, platform or software; and

4.4.3 using CG Content to develop, train or improve an AI system or competing product or service.

4.5 These confidentiality obligations continue in full force after termination of your membership. Any CG materials accessed or retained prior to termination remain subject to these restrictions.

4.6 CG will maintain the confidentiality of information shared by members in the course of CG engagements and will at no time disclose such information in a form that identifies a member or their organisation without that member's consent.

5. Data and Privacy

5.1 Information provided through your use of the Services is subject to CG's Privacy Policy, available at chairsglobal.com/chairs-global-privacy-policy.

5.2 CG commits to complying with all applicable privacy and data protection laws, including the Australian Privacy Act 1988 (Cth), and to maintaining commercially reasonable technical and security measures for the secure and lawful processing of personal data.

5.3 You agree not to upload or disclose sensitive information (e.g. health information), financial or other sensitive information relating to third parties - to our Services.

5.4 CG may collect and use data about how members interact with the Services (including the Website, askchAIrs, and CG events and engagements) to improve and develop the Services. CG warrants not to disclose data in any form that could identify an individual member or their particular use of the Services.

5.5 On termination of your membership, CG will retain your personal information for as long as required by law. You may request the deletion of personal data you have uploaded, subject to any legal retention obligations.

6. Intellectual Property

6.1 To the maximum extent permitted by law, all rights in the Website, Content and Services, including text, graphics, logos, video, audio, code, forum content, development materials, design elements, interactive features, are owned or controlled by CG or its third-party licensors and are protected by copyright and / or other applicable intellectual property laws.

6.2 CG grants you a non-exclusive, non-transferable, revocable licence to access and use the Website and Services for your internal governance purposes during your membership. No other rights, title or interest in the Services are granted to you.

6.3 You retain ownership of Member Inputs (e.g. contribution to discussion forums). By contributing content to the Services, you grant CG a non-exclusive, royalty-free, perpetual licence to use, reproduce and adapt that content for the purpose of operating and improving the Services.

6.4 All AI Output is owned by CG. Your right to use AI Output is as set out in Clause 3.3.

6.5 You must not: (i) reproduce or extract any substantial part of the Website or Content; (ii) use CG's intellectual property for any commercial purpose; (iii) remove or alter any copyright or proprietary notices; or (iv) use any CG materials to develop, train or improve any AI system or competing product or service.

7. Disclaimer and Limitation of Liability

7.1 Services are provided for general information and peer engagement purposes only. They do not constitute legal, financial, governance or other professional advice. Members are solely responsible for the decisions they make and actions they take in connection with the Services.

7.2 Use of and reliance on the Services is at your own risk. The Services are provided "as is" without warranty of any kind. No affiliate, director, officer, employee, agent or contributor of CG makes any express or implied representation or warranty, including as to accuracy, completeness, fitness for purpose or availability.

7.3 Without limiting Clause 7.2, CG is not liable for any loss or damage arising from:

7.3.1 errors, omissions, interruptions, delays or failures in the Services;

7.3.2 unauthorised access, computer viruses or data loss;

7.3.3 accuracy, currency or suitability of information in the Services or provided by third parties; or

7.3.4 your use of or reliance on the Services, or any decision made as a result.

7.4 Where the Website contains links to third-party content or websites, CG does not control, endorse or accept responsibility for that content.

7.5 To the maximum extent permitted by law, CG's total liability arising out of or in connection with the Services or these Terms, however arising, will not exceed the total annual membership fee paid by you in the relevant membership year.

7.6 To the maximum extent permitted by law, CG will not be liable for any indirect, incidental, special, consequential or exemplary loss or damage – including loss of profit, loss of goodwill, loss of data or any other intangible loss – however caused.

7.7 Nothing in these Terms excludes, restricts or modifies any right, remedy, guarantee or warranty implied or imposed by the Australian Consumer Law that cannot lawfully be excluded. Where any provision of these Terms is inconsistent with the Australian Consumer Law, the Australian Consumer Law prevails to the extent of that inconsistency.

8. Indemnity

8.1 Each party ("Indemnifying Party") agrees to indemnify and hold harmless the other ("Indemnified Party") from and against any claims, liabilities, costs and reasonable legal fees arising from:

8.1.1 in the case of the Company: (i) content submitted to the Website or Services; (ii) use of the Website or Services; or (iii) breach of these Terms or the Code of Conduct including breach of confidentiality obligations; and

8.1.2 in the case of CG: (i) CG's material breach of its confidentiality obligations; or (ii) CG's negligent or unlawful handling of your personal information.

8.2 Each indemnity is conditional on the Indemnified Party: (i) promptly notifying the Indemnifying Party of any relevant claim; and (ii) taking reasonable steps to mitigate its loss.

9. General and Governing Law

9.1 Clauses relating to Confidentiality, Intellectual Property, Disclaimer and Limitation of Liability and Indemnity survive termination of these Terms.

9.2 If a dispute arises, either party must give written notice detailing the dispute. The parties must act in good faith to resolve the dispute by negotiation within 28 days and, failing that, by mediation. The parties are equally liable for mediation fees and costs.

9.3 Nothing in clause 9.2 prevents either party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction, including in respect of any actual or threatened breach of clause 4 (Confidentiality) or clause 6 (Intellectual Property).

9.4 These Terms are governed by and construed in accordance with the laws of New South Wales, Australia.