Terms of Use

1. About these terms

These Terms of Use (also referred to as our "Terms of Service" and our "Terms & Conditions", and called the "Terms" in this document) are a legal agreement between you and ORCA Opti Software Ltd, an Australian company with its principal place of business in Queensland, Australia ("ORCA Opti", "we", "us" and "our"). They govern your access to and use of the ORCA Opti websites, the ORCA Opti governance, risk and compliance platform, and any related applications, tools, content and services (together, the "Service").

Please read these Terms together with our Privacy Policy and our Cookie Policy, which are incorporated into these Terms by reference.

2. Acceptance

By accessing or using the Service, creating an account, or clicking to accept these Terms, you confirm that you have read, understood and agree to be bound by them. If you do not agree, you must not access or use the Service.

If you use the Service on behalf of an organisation, you represent that you are authorised to bind that organisation to these Terms, and "you" means both you and that organisation. Where your organisation has signed a separate written agreement with us (for example, a master subscription or enterprise agreement), that agreement governs to the extent of any inconsistency with these Terms.

3. Who may use the Service

The Service is intended for business and professional use. You must be at least 16 years old, and old enough to form a binding contract in your jurisdiction, to use the Service. You must provide accurate registration information and keep it up to date.

4. Your account and security

You are responsible for the activity that occurs under your account and for keeping your sign-in credentials confidential. You must use multi-factor authentication where we make it available, notify us promptly of any suspected unauthorised access, and ensure that anyone you permit to use the Service under your account complies with these Terms. We are not liable for any loss arising from unauthorised use of your account where you have not met these obligations.

5. Licence to use the Service

Subject to these Terms and to your payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Service for your internal business purposes during your subscription term. All rights not expressly granted to you are reserved by us and our licensors.

6. Acceptable use

You must use the Service lawfully and responsibly. You must not, and must not permit anyone else to:

• use the Service in breach of any applicable law, regulation, sanctions regime or third-party right;
• access, probe, scan or test the vulnerability of the Service without our written authorisation, or breach or circumvent any security or authentication measure;
• introduce malware, or use the Service to transmit unlawful, infringing, harmful, harassing, defamatory or fraudulent material;
• reverse engineer, decompile or attempt to derive the source code of the Service, except to the limited extent this restriction is prohibited by law;
• copy, resell, sublicense, rent, or otherwise commercially exploit the Service except as expressly permitted, or use it to build a competing product;
• use automated means to scrape, harvest or overload the Service, or exceed usage limits applicable to your plan;
• upload personal or sensitive information without a lawful basis, or use any AI feature to generate unlawful, misleading or harmful output; or
• impersonate any person or entity, or misrepresent your affiliation with any person or entity.

7. Your content and data

You retain all rights in the content, data and materials you upload to or generate within the Service ("Your Content"). You grant us a limited licence to host, process and transmit Your Content only as needed to provide, secure and support the Service. You are responsible for Your Content, for having the rights and consents needed to provide it to us, and for ensuring it complies with these Terms and applicable law. How we handle personal information is described in our Privacy Policy.

8. Artificial intelligence features

The Service includes AI-assisted features. AI-generated output can be incomplete, inaccurate or unsuitable for a particular purpose, and it is not legal, financial or professional advice. You are responsible for reviewing output before relying on it and for any decisions you make using it. We do not use Your Content to train third-party foundation models, and our approach to keeping your data out of external providers' training pipelines is a core part of how the Service is engineered.

9. Fees, subscriptions and payment

Some parts of the Service are free and others are paid. Where fees apply, they are set out in your order, plan or a separate written agreement. Unless stated otherwise, fees are exclusive of taxes, are payable in advance, and are non-refundable except where required by law. We may change fees for future billing periods on reasonable notice. If you do not pay when due, we may suspend or restrict your access until payment is made.

10. Suspension, restriction and denial of access

We may suspend, restrict, or permanently deny your access to the Service (in whole or in part), remove or disable offending content, or terminate your account, where we reasonably believe that:

• you have breached these Terms, including the Acceptable Use section above;
• your use poses a security, legal, or reputational risk to us, our other customers, or any third party;
• required fees are overdue, or your account information is false or misleading; or
• we are required to do so to comply with the law, a regulator, or a valid order.

Wherever it is reasonable and lawful to do so, we will give you notice and an opportunity to remedy the issue before suspending or denying access. Where the risk is serious, unlawful, or urgent, we may act immediately and notify you afterwards. We may also decline to provide, or cease providing, the Service to any person at our discretion. Except where the suspension or denial results from our breach, we are not liable to you for any suspension, restriction, or denial of access made in accordance with this section.

You may stop using the Service and close your account at any time. On termination, your right to access the Service ends. We will handle any of Your Content held at that time in accordance with our Privacy Policy and any applicable agreement. Sections of these Terms that by their nature should survive termination will do so.

11. Intellectual property

The Service, and all software, content, branding, and materials we provide (other than Your Content), are owned by us or our licensors and are protected by intellectual property laws. Except for the limited licence granted to you in these Terms, nothing gives you any right in our intellectual property. If you give us feedback or suggestions, we may use them without obligation to you.

12. Third-party services

The Service may interoperate with, or contain links to, third-party products and services. We do not control those services and are not responsible for them. Your use of a third-party service is governed by that provider's own terms and privacy practices.

13. Availability and changes to the Service

We work to keep the Service available and secure, but we do not guarantee that it will be uninterrupted or error-free. We may modify, add to, or discontinue features of the Service from time to time. Where a change would materially reduce the core functionality you rely on, we will use reasonable efforts to give you advance notice.

14. Warranties and disclaimers

Except as expressly stated in these Terms and to the maximum extent permitted by law, the Service is provided "as is" and "as available", and we exclude all implied warranties, conditions and guarantees. Nothing in these Terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, that cannot lawfully be excluded or limited — including the consumer guarantees under the Australian Consumer Law.

15. Australian Consumer Law

If you are a "consumer" under the Australian Consumer Law, our goods and services come with guarantees that cannot be excluded. Where we are legally entitled to do so, we limit our liability for a breach of a consumer guarantee (other than one that cannot be limited) to, at our option, resupplying the relevant services or paying the cost of having them resupplied. If you are in another jurisdiction, any mandatory consumer-protection rights you have under your local law continue to apply and are not affected by these Terms.

16. Limitation of liability

To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill, or data, arising out of or in connection with the Service or these Terms. To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Service or these Terms is limited to the amount you paid us for the Service in the twelve months before the event giving rise to the liability. Nothing in these Terms limits liability that cannot be limited by law.

17. Indemnity

To the extent permitted by law, you agree to indemnify us against claims, losses and reasonable costs we suffer arising from your breach of these Terms, your misuse of the Service, or Your Content, except to the extent the claim is caused by our own breach or negligence.

18. Compliance, sanctions and export

You must comply with all applicable laws when using the Service, including privacy, data-protection, anti-bribery, sanctions and export-control laws. You confirm that you are not located in, and will not use the Service on behalf of anyone in, a country or group subject to comprehensive sanctions, and that you are not on any relevant restricted-party list.

19. Privacy

Our handling of personal information is described in our Privacy Policy. By using the Service you acknowledge that we collect, use and disclose personal information as set out in that policy and, where applicable, in your agreement with us.

20. Changes to these Terms

We may update these Terms from time to time to reflect changes in the Service, our practices, or the law. The "last updated" date at the top of this page shows when the current version came into effect. If a change is material, we will take reasonable steps to notify you, for example through the Service or by direct notice. Your continued use of the Service after a change takes effect means you accept the updated Terms.

21. Governing law and jurisdiction

These Terms are governed by the laws of Queensland, Australia, and the Commonwealth of Australia where applicable. You and ORCA Opti Software Ltd submit to the exclusive jurisdiction of the courts of Queensland in connection with any matter arising from or relating to these Terms. This choice of law and jurisdiction does not deprive you of the protection of any mandatory consumer rights available to you under the law of the country where you live.

22. General

• Entire agreement. These Terms, together with the policies and any written agreement they reference, are the entire agreement between you and us about the Service.
• Assignment. You may not assign these Terms without our consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.
• Severability. If any part of these Terms is found to be unenforceable, the rest continues in effect.
• Waiver. A failure to enforce a right is not a waiver of it.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• Notices. We may give notices through the Service or to the contact details on your account. You can reach us through our contact page.

23. How to contact us

If you have any questions about these Terms, please get in touch through our contact page.