Terms of Service

Optible Ventures Pty Ltd trading as Optible AI
ABN 76 659 316 202

1. Agreement to Terms

These Terms of Service ("Terms") constitute a binding agreement between you ("Subscriber", "you", "your") and Optible Ventures Pty Ltd trading as Optible AI ABN 76 659 316 202 ("Optible", "we", "us", "our").

By accessing or using the Optible platform and services ("Services"), you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation.

If you do not agree to these Terms, you may not access or use the Services.

2. The Services

2.1 Platform Access

Optible provides a cloud-based platform for grant management and assessment, including AI-powered analysis tools. Upon subscribing, we grant you a limited, non-exclusive, non-transferable licence to access and use the Services during your subscription term.

2.2 Service Availability

We aim to maintain high availability of the Services. Current uptime commitments and service levels are published at trust.optible.ai. We may update these commitments from time to time.

2.3 Service Modifications

We may modify, update, or discontinue features of the Services. Where changes materially reduce functionality, we will provide reasonable notice. Continued use of the Services after changes constitutes acceptance of the modified Services.

3. AI Features

3.1 AI Assistant and Analysis Tools

The Services include AI-powered features ("AI Features") such as grant assessment assistance and document analysis. AI Features are tools that support human decision-making and do not replace professional judgement.

3.2 Limitations of AI

You acknowledge that:
(a) AI-generated outputs are suggestions only and require human review before action;
(b) AI Features may produce inaccurate, incomplete, or inconsistent outputs;
(c) Final decisions regarding grant assessments remain your responsibility;
(d) AI Features should not be used as the sole basis for funding decisions;
(e) You are responsible for verifying all AI outputs.

3.3 AI Acceptable Use

You agree not to:
(a) Attempt to circumvent AI safety measures or content filters;
(b) Use AI Features to generate harmful, illegal, misleading, or discriminatory content;
(c) Reverse engineer, extract, or attempt to derive AI model weights or training data;
(d) Use AI Features in any manner that violates applicable law.

3.4 AI Data Use

Your data is not used to train AI models. AI processing occurs on our cloud infrastructure in accordance with our Privacy Policy and Data Processing Agreement.

4. Subscriptions and Payment

4.1 Subscription Plans

Services are provided on a subscription basis. Details of available plans, pricing, and included features are available on our website or upon request.

4.2 Fees and Billing

You agree to pay all applicable fees for your subscription. Fees are billed in advance on a monthly or annual basis as specified in your subscription. All fees are quoted in Australian dollars unless otherwise stated.

4.3 Payment Processing

Payments are processed through our billing provider. You authorise us (or our billing provider) to charge your nominated payment method for applicable fees. You are responsible for maintaining accurate billing information.

4.4 Taxes

Fees are exclusive of GST and other applicable taxes. You are responsible for any taxes associated with your use of the Services.

4.5 Price Changes

We may change our fees by providing at least 30 days' notice. Price changes take effect at your next billing cycle following the notice period.

5. Subscriber Responsibilities

5.1 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must promptly notify us of any unauthorised access.

5.2 Authorised Users

You may permit your employees, contractors, and agents ("Authorised Users") to access the Services on your behalf. You are responsible for ensuring Authorised Users comply with these Terms.

5.3 Your Data

You retain ownership of all data, content, and materials you submit to the Services ("Subscriber Data"). You grant us a limited licence to host, process, and display Subscriber Data as necessary to provide the Services.

5.4 Accuracy of Information

You are responsible for the accuracy and legality of Subscriber Data. You represent that you have all necessary rights and permissions to submit Subscriber Data to the Services.

6. Acceptable Use

6.1 Prohibited Conduct

You may not:
(a) Use the Services for any unlawful purpose or in violation of any applicable law;
(b) Submit or process personal information without appropriate legal basis;
(c) Attempt to gain unauthorised access to the Services or related systems;
(d) Interfere with or disrupt the integrity or performance of the Services;
(e) Reverse engineer, decompile, or disassemble any part of the Services;
(f) Resell, sublicence, or provide the Services to third parties without authorisation;
(g) Use the Services to transmit malicious code or harmful content;
(h) Circumvent usage limits or authentication mechanisms.

6.2 Enforcement

We may suspend or terminate your access if you violate these Terms, with or without notice depending on the severity of the violation.

7. Intellectual Property

7.1 Our IP

The Services, including all software, algorithms, designs, documentation, and other materials, are owned by Optible or our licensors. These Terms do not grant you any rights to our intellectual property except the limited licence to use the Services.

7.2 Your IP

You retain all rights in your Subscriber Data. Nothing in these Terms transfers ownership of your intellectual property to us.

7.3 Feedback

If you provide suggestions, ideas, or feedback about the Services ("Feedback"), you grant us a perpetual, royalty-free licence to use that Feedback to improve the Services.

8. Data Protection

8.1 Privacy

Our collection and use of personal information is governed by our Privacy Policy at optible.ai/legal/privacy.

8.2 Data Processing Agreement

Where you are a Controller (as defined by applicable data protection law) and we process personal information on your behalf, processing is governed by our Data Processing Agreement at optible.ai/legal/dpa.

8.3 Security

We implement technical and organisational measures to protect Subscriber Data. Details of our security practices are available at trust.optible.ai.

8.4 Data Residency

Grant application data and AI processing are hosted in your selected region (Australia, EU, or US). Supporting services may process operational data in accordance with our Privacy Policy.

9. Confidentiality

9.1 Confidential Information

Each party agrees to keep confidential any non-public information disclosed by the other party ("Confidential Information"), except as required to perform obligations under these Terms or as required by law.

9.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully in the receiving party's possession before disclosure; (c) is independently developed without use of Confidential Information; or (d) is lawfully obtained from a third party without restriction.

10. Warranties and Disclaimers

10.1 Our Warranty

We warrant that the Services will perform substantially in accordance with applicable documentation during your subscription term.

10.2 Disclaimer

Except as expressly stated in Section 10.1, the Services are provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

10.3 AI Disclaimer

AI Features are provided without warranty as to accuracy, completeness, or reliability. AI outputs are suggestions only and we make no representations that AI Features will meet your specific requirements or produce error-free results.

10.4 Consumer Guarantees

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

11. Limitation of Liability

11.1 Exclusion of Consequential Loss

To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities, regardless of whether such damages were foreseeable.

11.2 Liability Cap

Our total aggregate liability arising from or relating to these Terms or the Services is limited to the fees paid by you in the 1 month preceding the claim.

11.3 AI Liability

We are not liable for any decisions made based on AI-generated outputs, including funding decisions, communications with applicants, or assessment determinations. You are solely responsible for exercising independent professional judgement.

11.4 Exceptions

The limitations in this Section 11 do not apply to: (a) breaches of confidentiality obligations; (b) your payment obligations; (c) your breach of acceptable use terms; or (d) liability that cannot be limited by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Optible and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of applicable law; or (d) your Subscriber Data.

13. Term and Termination

13.1 Term

These Terms commence when you first access the Services and continue until terminated.

13.2 Subscription Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date.

13.3 Termination for Convenience

You may cancel your subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of your current billing period.

13.4 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within 30 days of receiving notice.

13.5 Effect of Termination

Upon termination: (a) your access to the Services will cease; (b) you must pay any outstanding fees; (c) we will delete your Subscriber Data within 90 days unless you request export or longer retention is required by law.

13.6 Data Export

You may export your Subscriber Data at any time during your subscription. Upon termination, you have 30 days to request data export.

13.7 Survival

Sections 7 (Intellectual Property), 9 (Confidentiality), 10 (Warranties and Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), and 14 (General) survive termination.

14. General

14.1 Governing Law

These Terms are governed by the laws of South Australia. The parties submit to the exclusive jurisdiction of the courts of South Australia.

14.2 Entire Agreement

These Terms, together with the Privacy Policy and Data Processing Agreement, constitute the entire agreement between you and Optible regarding the Services and supersede all prior agreements.

14.3 Amendment

We may amend these Terms by posting updated terms on our website. Material changes will be notified by email or through the Services at least 30 days before taking effect. Continued use after the effective date constitutes acceptance.

14.4 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

14.5 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will continue in full force and effect.

14.6 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision.

14.7 Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond reasonable control, including natural disasters, acts of government, or internet service failures.

14.8 Notices

Notices under these Terms must be sent to: Optible AI, Lot Fourteen, North Terrace, Adelaide SA 5000, or legal@optible.ai. We may send notices to the email address associated with your account.

15. Contact

For questions about these Terms, contact us at:

Email: support@optible.ai
Website: optible.ai
Trust Centre: trust.optible.ai
Address: Stone & Chalk, Lot Fourteen, Adelaide, South Australia, Australia