Customer Terms

• Advisor — means an accountant, bookkeeper, consultant, adviser or other professional using Orbiant with, for, or on behalf of a client.
• Authorised User — means an individual authorised by the Customer to access the Platform under the Customer’s account.
• Confidential Information — means non-public information disclosed by one party to the other, including business, technical, financial, security, product, customer, pricing and platform information.
• Customer — means the entity or individual that creates an Orbiant account, accepts an Order Form, uses the Platform, or is otherwise identified as the customer.
• Customer Data — means data, files, information, records, notes, evidence references and other content supplied, uploaded, entered, connected, generated from, or made available by or on behalf of the Customer through the Platform.
• Order Form — means the subscription, plan, pricing, customer details, usage limits, commercial terms or other order document agreed between Orbiant and the Customer.
• Platform — means the Orbiant SaaS platform, including rules, thresholds, evaluations, outputs, explanations, common actions, notifications, exports, decision records and related features.
• Privacy Policy — means Orbiant’s privacy policy as updated from time to time.
• Schedule — means Schedule: Orbiant V1 Service Description, Rules and Thresholds, as updated from time to time.
• Subscription Term — means the subscription period stated in the Order Form or subscription plan.
• Terms — means these Customer Terms.
• User — means any individual authorised by the Customer to access the Platform.

2.1 Order of priority

If there is an inconsistency between the documents, the following order applies unless expressly stated otherwise: (1) Order Form for commercial terms, plan and pricing; (2) these Terms; (3) the Schedule; (4) product help materials or general website content.

2.2 Schedule

The Schedule forms part of these Terms and describes the standard V1 service, rules, thresholds, outputs and limitations.

2.3 Updates

Orbiant may update these Terms, the Schedule, the Platform or product features from time to time. Material changes will apply in accordance with the notice or update process described by Orbiant or as otherwise permitted by law.

3.1 Access rights

Subject to payment of fees and compliance with these Terms, Orbiant grants the Customer a non-exclusive, non-transferable, revocable right to access and use the Platform during the Subscription Term.

3.2 User accounts

The Customer is responsible for all activity under its account and for managing User access, permissions and login credentials.

• ensure Users comply with these Terms
• maintain the security of login credentials
• remove access when a User no longer requires access
• ensure each User accesses the Platform only through their own account

3.3 Permitted use

The Customer may use the Platform for internal business purposes. Advisors may use the Platform for client advisory, review and decision-support purposes, subject to these Terms and the Customer’s authority.

3.4 Prohibited use

The Customer and its Users must not:

• use the Platform for unlawful, misleading or harmful purposes
• attempt to access data belonging to another tenant, customer or entity
• interfere with Platform security, integrity, availability or performance
• reverse engineer, copy, reproduce, scrape or extract the ruleset, thresholds, workflows, platform logic or product design
• benchmark, publish performance comparisons or disclose security test results without Orbiant’s prior written consent
• upload malware, harmful code, credentials, secrets or data the Customer is not authorised to provide
• use the Platform to provide outputs as professional advice without appropriate professional judgement and responsibility

4.1 Platform service

The Platform applies defined rules and thresholds to Customer-supplied, uploaded, integrated or confirmed data to surface issues, explanations, common actions, review prompts, notifications, exports and decision-support outputs.

4.2 Rules and thresholds

The rules and thresholds used by Orbiant V1 are described in the Schedule. Rules, thresholds, wording, outputs, features, layouts and integrations may be updated over time. Updates apply prospectively unless otherwise stated.

4.3 Availability

The Platform is provided on an as available basis. Orbiant does not guarantee uninterrupted access, uptime, delivery of notifications, or that the Platform will be error-free.

4.4 Plan limits

Feature access, integrations, exports, notifications, user permissions, entity limits, support levels and other inclusions may depend on the Customer’s subscription plan, role, tenant type and Order Form.

5.1 Data quality

The Customer is responsible for the accuracy, completeness, currency and appropriateness of Customer Data. Orbiant outputs depend on the data supplied, mapped, connected, uploaded, entered or confirmed by or on behalf of the Customer.

5.2 Source systems and integrations

The Customer is responsible for ensuring that Xero and any third-party integrations are correctly configured, authorised and maintained, and that source data is reviewed for misclassification, delay or incompleteness.

5.3 System of record

Orbiant is not a system of record. The Customer must maintain its own accounting, payroll, compliance, governance, tax, statutory, employment, legal and board records.

5.4 Professional advice

The Customer must obtain appropriate professional advice before taking or not taking action based on Orbiant outputs.

5.5 Excluded and sensitive data

The Customer must not upload, enter or connect data that Orbiant has not requested or does not support, including tax file numbers, identity documents, employee-level payroll records, payslips, superannuation details, employee bank details, health information or other unnecessary sensitive personal information, unless Orbiant expressly agrees in writing.

6.1 Advisor responsibility

Where an Advisor uses Orbiant with or for a client, the Advisor remains solely responsible for all advice, recommendations, interpretation, client services, client relationship management and professional obligations. Orbiant does not supervise, verify, approve or endorse Advisor advice.

6.2 Client authority

Advisors must ensure they have authority to access, upload, connect, review or process client data through the Platform.

6.3 No misrepresentation

Advisors must not represent Orbiant outputs as legal, tax, accounting, financial, compliance, workplace safety or other professional advice, or as a substitute for professional judgement.

7.1 No professional advice

Orbiant does not provide legal, tax, accounting, audit, financial product, investment, lending, insolvency, workplace safety, employment, cyber security, privacy or professional advisory advice.

7.2 No reliance

Orbiant outputs are informational review prompts and decision-support outputs only. The Customer must not rely on Orbiant outputs as advice specific to its full circumstances.

7.3 No compliance determination

Orbiant does not confirm legal compliance or non-compliance. Governance, statutory, safety and privacy prompts are review triggers only.

7.4 No complete risk detection

Orbiant does not identify every business, legal, tax, financial, operational, employment, cyber, privacy, safety or compliance risk. A rule not surfacing does not mean no risk exists.

8.1 Customer Data ownership

The Customer retains ownership of Customer Data.

8.2 Licence to use Customer Data

The Customer grants Orbiant a non-exclusive licence to use, host, process, transmit, store, copy, analyse and display Customer Data as necessary to provide, operate, secure, maintain, support and improve the Platform and related services.

8.3 Aggregated and de-identified data

Orbiant may use aggregated, anonymised or de-identified data and usage information to improve the Platform, develop product insights, monitor performance and support internal analytics, provided it does not identify the Customer or any individual.

8.4 Privacy Policy

Orbiant will handle personal information in accordance with its Privacy Policy and applicable privacy obligations. These Terms do not replace the Privacy Policy.

8.5 Security

Orbiant will use reasonable technical and organisational measures designed to protect the Platform and Customer Data. The Customer acknowledges that no SaaS platform, integration, network or storage system can be guaranteed to be completely secure.

9.1 Fees

Fees, billing frequency, inclusions, limits and payment terms are set out in the Order Form or subscription plan.

9.2 Payment

Fees are payable in advance unless otherwise agreed. The Customer must pay fees without set-off or deduction unless required by law.

9.3 GST and taxes

Unless stated otherwise, fees are exclusive of GST and other applicable taxes. The Customer is responsible for paying applicable taxes in addition to the fees.

9.4 Non-payment

Orbiant may suspend or restrict access for non-payment after reasonable notice where practical. Suspension does not relieve the Customer from paying amounts due.

9.5 Refunds

Fees are non-refundable except as expressly stated in the Order Form or as required by law.

10.1 Orbiant IP

Orbiant owns all intellectual property rights in and to the Platform, rules, thresholds, logic, explanations, common actions, exports, layouts, documentation, workflows, product design, source code, know-how, trade marks and related materials.

10.2 No transfer

Except for the limited access rights granted under these Terms, nothing transfers ownership of Orbiant intellectual property to the Customer or any User.

10.3 Feedback

If the Customer or any User provides feedback, suggestions, ideas or improvement requests, Orbiant may use them without restriction or obligation, provided Orbiant does not disclose Customer Confidential Information.

10.4 Customer Data

Customer Data remains owned by the Customer, subject to the licence granted to Orbiant under these Terms.

11.1 Confidentiality obligations

Each party must keep the other party’s Confidential Information confidential and use it only for the purposes of these Terms.

11.2 Permitted disclosure

A party may disclose Confidential Information to its employees, contractors, professional advisers, service providers or regulators where reasonably necessary, provided appropriate confidentiality obligations or legal duties apply.

11.3 Exclusions

Confidential Information does not include information that is public through no fault of the receiving party, already known without confidentiality obligation, independently developed, or lawfully received from a third party.

12.1 Third-party systems

The Platform may integrate with or depend on third-party systems such as Xero, hosting providers, email services, payment providers, authentication providers or other services.

12.2 No responsibility for third-party systems

Orbiant is not responsible for third-party outages, API changes, data latency, mapping issues, permissions, misclassifications, source data errors, integration failures or third-party platform limitations.

12.3 Integration access

The Customer is responsible for authorising and revoking integrations and ensuring that connected accounts, permissions and data scopes are appropriate.

13.1 Exports

Exports are informational only and may not reflect real-time data, later source-system changes, corrections, reconciliations, manual journals, payroll adjustments, reclassifications or transactions added after the relevant evaluation or export. Exports must not be used for statutory filings or compliance reporting unless separately verified by the Customer or its advisers.

13.2 Notifications

Notifications and email prompts are prompts only. They may not be delivered, received, read or acted on within any particular timeframe. The Customer remains responsible for monitoring its own obligations, due dates, financial position and business risks outside Orbiant.

13.3 Decision records

Decision records, notes, owners, evidence references and status updates support continuity and auditability inside Orbiant. They do not replace source records, professional advice files, board records, accounting files, tax records, employment records or legal records.

14.1 Availability

Orbiant may perform maintenance, updates, security changes, infrastructure changes or feature releases that affect Platform availability.

14.2 Support

Support inclusions, support hours, response targets and service levels, if any, are as stated in the Order Form, plan or support policy. Unless expressly agreed, Orbiant does not guarantee response or resolution times.

14.3 Changes

Orbiant may modify, improve, replace, suspend, discontinue or restrict features, integrations, layouts or workflows where reasonably necessary for security, compliance, product improvement, operational reasons or commercial plan changes.

15.1 Australian Consumer Law and non-excludable rights

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy that cannot be excluded, restricted or modified under the Australian Consumer Law or other applicable law.

15.2 Disclaimer of warranties

To the maximum extent permitted by law, the Platform is provided as is and as available, and Orbiant excludes all implied warranties, guarantees, conditions and representations not expressly stated in these Terms.

15.3 No outcome guarantee

Orbiant does not guarantee improvements in profitability, cashflow, valuation, compliance, saleability, funding outcomes, customer retention, advisor revenue, risk management or business performance. Outcomes depend on the Customer’s data quality, circumstances, decisions, implementation, professional advice and external conditions.

16.1 Liability cap

To the maximum extent permitted by law, Orbiant’s total aggregate liability arising out of or in connection with the Platform, these Terms, the Schedule or any Order Form is limited to the fees paid by the Customer to Orbiant in the 12 months preceding the event giving rise to the claim.

16.2 Excluded loss

To the maximum extent permitted by law, Orbiant is not liable for indirect, special, incidental, punitive or consequential loss, including loss of profit, revenue, goodwill, opportunity, anticipated savings, data, business interruption or reputation.

16.3 Proportionate responsibility

The Customer is responsible for its own acts, omissions, data quality, professional advice, business decisions, implementation and use of outputs. Orbiant is not liable to the extent loss is caused by those matters or by third-party systems.

17.1 Customer indemnity

The Customer indemnifies Orbiant against loss, liability, cost and expense arising from:

• misuse of the Platform by the Customer or its Users
• inaccurate, incomplete, unlawful or unauthorised Customer Data
• third-party claims arising from Customer, Advisor or User use of the Platform
• breach of these Terms or applicable law by the Customer or its Users
• Advisor advice, recommendations, interpretation or services provided to a client

18.1 Term

These Terms apply for the duration of the Subscription Term and while the Customer or any User accesses or uses the Platform.

18.2 Suspension

Orbiant may suspend or restrict access where the Customer fails to pay fees, creates security risk, breaches these Terms, exceeds plan limits, misuses the Platform, or where suspension is reasonably necessary to protect the Platform, Orbiant, other customers, data or third-party systems.

18.3 Termination for breach

Either party may terminate for material breach if the breach is not remedied within 14 days after written notice, unless the breach cannot be remedied or urgent termination is reasonably required for security, confidentiality, unlawful use or data protection reasons.

18.4 Effect of termination

On termination or expiry, access to the Platform will cease. The Customer remains responsible for exporting available records before termination where export functionality is available. Orbiant may delete, de-identify or archive Customer Data after a reasonable period, subject to legal, security, audit, backup and technical requirements.

18.5 Survival

Clauses relating to fees, intellectual property, confidentiality, data handling, disclaimers, liability, indemnities, termination consequences and general provisions survive expiry or termination.

19.1 Customer responsibility to export

The Customer is responsible for downloading available exports, summaries, decision records, evidence references and other records while its account is active.

19.2 No managed handover unless agreed

Unless separately agreed in writing, Orbiant is not responsible for custom exports, reconstructing historical outputs, recreating reports, extracting source data, replacing third-party system records or providing a managed data handover.

19.3 Backups

Customer Data may remain in backups for a limited period after deletion or termination until backup cycles expire, subject to Orbiant’s security, legal, audit and technical requirements.

20.1 Governing law

These Terms are governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland and the Commonwealth courts of Australia.

20.2 Assignment

The Customer must not assign, novate or transfer these Terms without Orbiant’s prior written consent. Orbiant may assign or transfer these Terms to a related body corporate, successor, acquirer or purchaser of substantially all of the relevant business or assets.

20.3 Subcontractors and service providers

Orbiant may use contractors, professional advisers, cloud providers, hosting providers, support providers and other service providers to deliver, support, secure or improve the Platform.

20.4 Notices

Notices may be given by email, in-Platform notice, Order Form contact details or another method reasonably notified by Orbiant.

20.5 Severability

If any provision of these Terms is invalid, unlawful or unenforceable, that provision is severed to the extent required and the remaining provisions continue in force.

20.6 Waiver

A waiver is effective only if given in writing and only for the specific matter waived.

20.7 Entire agreement

These Terms, the Schedule, the Privacy Policy and any Order Form constitute the entire agreement between the parties for the Platform, subject to any non-excludable rights under law.