Customer Terms

Orbiant is a decision intelligence platform that supports structured business reviews through deterministic rules and thresholds applied to supported business data. The Platform analyses supported information from connected systems and user inputs to surface Priority Issues and Connected Risks.

Orbiant is designed to help advisors and business leaders conduct more consistent and frequent reviews alongside appropriate professional oversight. It assesses only supported information against the rules and thresholds configured in the Platform and does not identify every possible risk, issue, obligation or change in circumstances. The absence of a Priority Issue or notification does not mean that no other risk or issue exists.

Orbiant does not replace professional judgement, professional advice or review of source records, and does not make business decisions on behalf of users.

By accepting these Terms, creating an account, accepting an invitation, or using the Platform, the Customer agrees to this agreement. A person accepting for an organisation confirms that they are authorised to bind it. Invited users who cannot bind the organisation accept these Terms as authorised users.

The agreement consists of these Terms, the applicable Order Form or online subscription selection, the Service Schedule, the Privacy Policy and any Advisor Addendum that applies. An Order Form prevails for its specific commercial details; the Advisor Addendum prevails for advisor-related matters; otherwise these Terms prevail.

Orbiant grants the Customer a limited, non-exclusive, non-transferable right to access and use the Platform during the subscription term for its internal business or authorised advisory purposes.

The Customer must ensure account information is accurate, users are authorised, credentials are protected, multi-factor authentication is used where made available, and suspected unauthorised access is reported promptly. The Customer is responsible for activity under its accounts except to the extent caused by Orbiant.

The Customer may use the Platform only for lawful business review, monitoring, reporting, collaboration and decision-recording purposes within the subscribed plan.

• Do not use the Platform to provide unlawful, misleading or unauthorised services.
• Do not upload or enter information that is not reasonably required for supported features, including tax file numbers, identity documents, health information, employee bank details or employee-level payroll records.
• Do not copy, scrape, reverse engineer or use Orbiant rules, thresholds, explanations, workflows or documentation to build a competing product.
• Do not interfere with security, tenant separation, availability or other users.
• Do not represent Platform outputs as an audit, assurance engagement, legal opinion, compliance certification, prediction or guarantee.

The Customer retains ownership of data it supplies or authorises Orbiant to access. The Customer grants Orbiant and its approved service providers the rights reasonably required to host, process, transmit, display and support that data for the Platform and related services.

The Customer is responsible for having the rights, permissions and authority required for all data, connected organisations, users and client information. The Customer is also responsible for source-data accuracy, completeness, classification and currency.

Orbiant is not the Customer’s primary accounting system, document repository, tax record system or statutory record-keeping system. The Customer must maintain its source records outside Orbiant.

Xero access is read-only. Orbiant does not write data back to Xero. One Xero organisation may be connected to each supported entity. Supported data is generally synchronised daily, but timing may vary due to maintenance, provider availability, rate limits or technical conditions.

The Customer authorises Orbiant to use the relevant integration credentials and supported data for Platform operation. Third-party services remain governed by their own terms and may change, suspend or discontinue their services.

Orbiant stores only an evidence URL, reference and related description entered by a user. The source document remains in Google Drive, Microsoft OneDrive, Dropbox or another external system. Orbiant does not control that external document, its accuracy, availability, security, retention or permissions. The Customer must manage external access and must not use a publicly accessible link where that would be inappropriate.

Orbiant supports monthly structured reviews. Daily syncing and notifications can assist those reviews but do not replace the Customer’s responsibility to review information and act when appropriate.

Notifications may include new Critical or High Priority Issues, review dates, overdue reviews, Connected Risks, data changes and evidence requests. Delivery is not guaranteed and users should not rely on a notification as the sole means of identifying or managing an issue.

Where a client portal is enabled, authorised Client Users may view permitted information such as runway, revenue, customer concentration and headcount, exchange workspace messages, view advisor feedback and submit evidence links. Client Users cannot record or change formal decisions, change thresholds or access information not shared with them.

Deterministic rules and thresholds are the source of Priority Issues, severity and Connected Risks. Threshold settings are available only to authorised roles and may be restricted by the applicable plan or workspace type. Direct SMB Admin workspaces use the applicable Orbiant thresholds and cannot change them.

Orbiant may use an AI-supported retrieval assistant to answer questions about the Platform, explain information already presented, provide examples or navigation links, and generate draft text summaries from structured Platform data. Standard exports remain CSV and Excel; formatted or bespoke reports are available only where agreed under the Service Schedule. The assistant does not determine Priority Issues, Connected Risks, severity, thresholds or decisions and does not provide recommendations or professional advice. AI output may be incomplete or inaccurate and must be reviewed before use or sharing.

The Customer and its authorised professional advisers remain responsible for reviewing source information, considering matters outside the Platform’s supported scope, interpreting Platform outputs, obtaining appropriate professional advice, deciding what action to take and complying with applicable legal, professional, regulatory and governance obligations. Orbiant supports the review process but does not replace the ongoing involvement of the Customer’s advisors or other appropriate professionals. Orbiant does not monitor whether a Customer follows an action, meets a deadline or achieves an outcome.

Standard exports are available in CSV and Excel formats where enabled. Export content depends on permissions, available data and plan features. Additional formatted reports or reporting services may be provided by agreement for an additional fee. Orbiant is not required to create a bespoke report, reconstruct historical data or perform a managed migration unless agreed in writing.

Support is provided by email. Orbiant aims to provide an initial response within one Queensland business day. This is a service target, not a guaranteed resolution time.

The Platform may be unavailable for maintenance, updates, incidents or matters outside Orbiant’s reasonable control. No uptime percentage or uninterrupted-access commitment applies unless expressly stated in an Order Form.

Fees are those shown in the Order Form or accepted subscription selection and are payable in advance. Unless stated otherwise, fees exclude GST. The Customer must provide a valid payment method and authorises recurring charges.

If payment fails, Orbiant may give the Customer seven days to remedy the failure before suspending access. Orbiant may suspend sooner where reasonably necessary to address security, fraud, unlawful activity or material risk. Suspension does not remove accrued payment obligations.

Monthly and annual subscriptions renew automatically for a further term of the same length unless cancelled before renewal. Orbiant will make cancellation reasonably accessible through the Platform or by written request.

A monthly cancellation takes effect at the end of the current paid month. An annual subscription is committed for the paid annual term; cancellation prevents the next annual renewal but does not shorten the current paid term. Fees are not refundable except where required by law or expressly agreed in writing.

Orbiant may change fees for a future renewal term by giving reasonable advance notice. The Customer may cancel before the new fee takes effect. Orbiant will not retrospectively increase fees for a paid term.

Either party may terminate for an unremedied material breach after reasonable written notice, or immediately where the breach cannot be remedied, insolvency occurs, or continued access would create a material security, legal or operational risk.

Orbiant may suspend only to the extent reasonably necessary and will restore access when the relevant issue is resolved where practicable. On expiry or termination, access ends at the end of the paid term unless earlier termination is permitted under this agreement.

The Customer should export available data before access ends. Orbiant may retain, delete or de-identify data after termination in accordance with its Privacy Policy, legal obligations, audit requirements, backup cycles and legitimate security or dispute-resolution needs. Orbiant does not promise deletion within a fixed period. Backup copies may remain until they expire under normal backup cycles.

Each party must protect the other party’s confidential information, use it only for this agreement and disclose it only to people who need it and are bound by appropriate obligations. This does not apply to information that is public through no breach, already lawfully known, independently developed, or required to be disclosed by law. Where lawful, the receiving party should give advance notice of compelled disclosure.

Orbiant owns the Platform, software, rules, thresholds, methodologies, workflows, explanations, Common Actions, documentation, reports and other product materials, including improvements. The Customer owns its source data and independently created professional work. The Customer may use ordinary Platform outputs internally and with authorised clients for the subscribed purpose, but may not extract or commercialise Orbiant’s underlying logic.

Feedback may be used by Orbiant without restriction, provided Orbiant does not identify the Customer or disclose Customer confidential information without permission.

Each party must comply with applicable privacy laws. Orbiant handles personal information as described in the Privacy Policy. Production data is encrypted in transit and at rest. Orbiant uses role-based access, tenant separation, security logging, controlled production access and backup processes. No system can be guaranteed completely secure.

Current backup settings include automated daily backups retained for approximately 35 days and monthly backups retained for approximately 365 days, encrypted and held under AWS backup controls in Australia. These settings may change where reasonably required for security, resilience or provider changes, provided protection is not materially reduced without notice.

Each party warrants that it has authority to enter this agreement. Orbiant will provide the Platform with due care and skill, subject to the nature of online software, supported data and the exclusions in this agreement.

Nothing in this agreement excludes, restricts or modifies a right, guarantee, remedy or liability that cannot lawfully be excluded or limited, including under the Australian Consumer Law. Where a non-excludable guarantee applies and the law permits limitation, Orbiant’s liability is limited, at its option, to resupplying the services or paying the reasonable cost of resupply.

To the extent permitted by law, Orbiant does not warrant that outputs are complete, error-free, suitable for a particular decision, or a substitute for reviewing source records and obtaining appropriate professional advice. Orbiant is not responsible for source-system errors, Customer inputs, external evidence documents, third-party outages, or decisions made using Platform information.

To the extent permitted by law, neither party is liable for indirect, consequential, special or exemplary loss, loss of profit, loss of opportunity, loss of goodwill or loss arising from an avoidable failure to maintain source records or backups.

Subject to non-excludable rights and the exclusions below, each party’s aggregate liability arising in a 12-month period is limited to the fees paid or payable by the Customer for the affected services in that period. The cap does not apply to fraud, wilful misconduct, breach of confidentiality, infringement or misuse of the other party’s intellectual property, or liability that cannot lawfully be limited.

A party claiming loss must take reasonable steps to minimise it. Nothing in this section limits a Customer’s obligation to pay valid fees.

The Customer indemnifies Orbiant against third-party claims and reasonable direct costs to the extent caused by the Customer’s unlawful use, unauthorised data or integrations, infringement of third-party rights, breach of confidentiality, or material breach of this agreement. The indemnity is reduced to the extent Orbiant caused or contributed to the loss. Orbiant must give reasonable notice and cooperation and must not settle a claim in a way that admits Customer fault without consent, not to be unreasonably withheld.

Orbiant may improve, replace or discontinue features where reasonably necessary. Orbiant will not materially reduce the core paid service during a current term without reasonable notice, except for security, legal or third-party dependency reasons. If a material reduction substantially affects the Customer and cannot reasonably be remedied, the Customer may terminate the affected service and receive a pro-rata refund for the unused prepaid period.

Orbiant may update these Terms for legal, security, operational or product reasons. Material changes will be notified in advance. Continued use after the effective date constitutes acceptance where permitted; Orbiant may require affirmative re-acceptance.

Notices may be sent by email, through the Platform or to the contact details in the Order Form. Neither party is liable for delay caused by events outside its reasonable control. The Customer may not assign this agreement without Orbiant’s consent, not to be unreasonably withheld; Orbiant may assign this agreement as part of a genuine corporate restructure, merger, financing arrangement or sale of all or substantially all of the relevant business, provided the assignee assumes Orbiant’s obligations.

This agreement is governed by the laws of Queensland, Australia. The parties submit to the courts of Queensland and applicable Commonwealth courts. Before commencing proceedings, each party should first give written notice of the dispute and allow at least 60 business days for good-faith discussions, except for urgent relief or debt recovery.

General support: support@orbiant.co

Privacy matters: privacy@orbiant.co