TERMS AND CONDITIONS

1. Introduction

These Terms and Conditions ("Terms") govern your access to and use of the Orbital Agents website, tools, services, and related offerings (collectively, the "Services").

Orbital Agents (ABN: 98 493 133 665) is registered in Queensland, Australia and operates globally.

By accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy (available at orbitalagents.io/privacy). If you do not agree, you must not use the Services.

2. Nature of Services

Orbital Agents provides:

• Strategic advisory services related to AI agent readiness, governance, and decision-making for Agentic Systems.
• Diagnostic report, checklist assessments, and human-led Diagnostic Lab Sessions
• Design and implementation of AI Agents and agentic infrastructure
• Ongoing optimisation and maintenance services only for selected, and systems designed and deployed by Orbital Agents, under the Agentic Orbit® implementation methodology

Implementation, optimisation, and maintenance services are provided selectively, apply only to systems designed and deployed by Orbital Agents, and require a separate written agreement.

Orbital Agents does not provide implementation, maintenance, or support for third-party AI systems, tools not designed or deployed by Orbital Agents, or open-ended managed services unless contractually agreed.

3. No Professional Advice

All Services are advisory in nature. Orbital Agents does not provide:

• Legal advice
• Financial or investment advice
• Tax advice
• Regulatory or compliance certification

You are solely responsible for decisions made based on the Services. You should consult qualified professionals (lawyers, accountants, financial advisors) before making business decisions based on our outputs or recommendations.

4. Diagnostic Lab Sessions

Diagnostic Lab Sessions are human-led, time-boxed, and decision-focused consultations.

What They Are:

• Structured assessment sessions
• Analysis of your organisation's AI agent readiness
• Delivery of a written Diagnostic Lab Report

What They Are Not:

• Open-ended consulting engagements
• Guaranteed implementation services
• Ongoing advisory retainers (unless separately agreed via separate agreement)

No Guarantees: No outcomes, business results, ROI, revenue increases, cost savings, or specific performance improvements are guaranteed. All recommendations are advisory and probabilistic in nature, solely based on the data of evidence the client provides.

5. Payments, Pricing & Currency

5.1 Pricing

Pricing is fixed value by tier (Growth, Scale, Enterprise) and displayed in your local currency at checkout. The applicable amount is charged at the time of booking.

5.2 Payment Processing

All payments are processed securely via third-party providers (Stripe, Inc.). We do not store your credit card details. Payment processing is subject to Stripe's terms and privacy policy.

5.3 One-Time Payments

Unless otherwise stated, all purchases are one-time payments. No subscriptions are implied.

5.4 Authority to Purchase

By completing payment, you confirm that you are authorised to purchase on behalf of your organisation and that you have reviewed and accepted these Terms & Conditions and our Privacy Policy.

5.5 Taxes

Prices are exclusive of applicable taxes (GST, VAT, sales tax). Taxes will be added at checkout where required by law.

6. Refunds, Cancellations & Rescheduling

6.1 Refund Eligibility

Refunds may be requested only before the Diagnostic Lab session takes place.

Where a refund is approved, any applicable payment processing, platform, or cancellation fees (including Stripe fees, typically 1.75% + $0.30 AUD it may vary) will be deducted from the refunded amount.

6.2 No Refunds After Session

Once a Diagnostic Lab session has been delivered, the fee is strictly non-refundable.

6.3 Non-Refundable Situations

The following situations are not eligible for refund:

• Failure to attend a scheduled Diagnostic Lab session ("no-show")
• Failure to submit the Pre-Session Questionnaire at least 24 hours before the live session time
• Submission of incomplete, inaccurate, or speculative information via questionnaire, during a live session, or in any documents supplied by the client
• Requests made after the Diagnostic Lab session has occurred
• Dissatisfaction with report findings or recommendations (advisory outputs are not guaranteed)

6.4 Rescheduling

Rescheduling is permitted only with a minimum of forty-eight (48) hours' notice and is subject to availability.

Orbital Agents reserves the right to decline rescheduling requests made within this window or where capacity does not allow.

Failure to attend a scheduled session without prior notice may result in forfeiture of the full fee.

6.5 Consumer Rights

Nothing in this clause excludes or limits any rights you may have under applicable consumer protection laws in Australia, the United Kingdom, the European Union, or the United States, where such rights cannot be lawfully excluded.

7. Implementation Eligibility & Credit

7.1 No Entitlement

Completion of a Diagnostic Lab does not constitute an entitlement to implementation services.

7.2 Selective Acceptance

Orbital Agents offers implementation engagements selectively, based on internal assessment, strategic alignment, operational readiness, capacity, and resource availability at the time of engagement.

Orbital Agents reserves the right, at its sole discretion, to accept or decline any organisation for implementation services without obligation to provide justification.

7.3 Diagnostic Lab Credit

Where an organisation is accepted into implementation within ninety (90) days of completing a Diagnostic Lab, one hundred percent (100%) of the Diagnostic Lab fee will be credited toward the implementation fee.

This credit:

• Applies only to implementation engagements contracted within 90 days of Diagnostic Lab Report delivery
• Is non-transferable and cannot be exchanged for cash
• Expires after 90 days (no extensions)

7.4 Global Application

This clause applies across all jurisdictions, including but not limited to Australia, the United Kingdom, the European Union, and the United States. Nothing in this agreement shall be construed as creating an obligation for Orbital Agents to provide implementation services.

8. Intellectual Property

8.1 Ownership

All methodologies, frameworks, models, visuals, tools, systems, code, software, and materials created or provided by Orbital Agents (including but not limited to Agentic Orbit®, diagnostic reports, assessments, and recommendations) are the exclusive intellectual property of Orbital Agents.

8.2 License to Use

Upon full payment, you are granted a limited, non-exclusive, non-transferable license to use your Diagnostic Lab Report internally within your organisation for decision-making purposes only.

8.3 Restrictions

You may not:

• Copy, reproduce, distribute, or publicly display any part of the Services, reports, or materials
• Modify, reverse engineer, or create derivative works
• Commercially exploit, resell, or sublicense any part of the Services
• Remove or alter any copyright, trademark, or proprietary notices

8.4 Written Consent Required

Any use beyond the scope of Section 8.2 requires prior written consent from Orbital Agents.

8.5 Trademarks

"Orbital Agents," "Agentic Orbit®," and associated logos are trademarks of Orbital Agents. You may not use these trademarks without express written permission.

9. Confidentiality

9.1 Treatment of Information

Information shared during Diagnostic Lab Sessions (via Pre-Session Questionnaire, live session, or follow-up communications) is treated as confidential business information.

9.2 Limitations

Do not submit:

• Highly sensitive regulated information (e.g., Protected Health Information under HIPAA, credit card numbers, government secrets)
• Confidential information unless you have authority to disclose it
• Information subject to non-disclosure obligations to third parties

Unless explicitly agreed in a separate written confidentiality agreement (NDA).

9.3 Anonymized Use

We may use anonymized, aggregated data from engagements for industry insights, research, or service improvement. No individual organisation, system, metric, or business model will be identifiable in any aggregated publication.

9.4 Non-Disclosure Agreements

Enterprise clients may request a mutual Non-Disclosure Agreement (NDA) before sharing sensitive information. Contact [email protected] to arrange.

10. Disclaimer of Warranties

10.1 "As Is" Provision

To the maximum extent permitted by law, the Services are provided "as is" and "as available" without warranties of any kind, either express or implied.

10.2 No Warranties

Orbital Agents makes no warranties, express or implied, including but not limited to:

• Merchantability
• Fitness for a particular purpose
• Accuracy, completeness, or reliability of outputs
• Achievement of specific business outcomes or results
• Uninterrupted or error-free service
• Security or absence of viruses or harmful code

10.3 AI Limitations

AI-related outputs and recommendations are probabilistic and advisory in nature. They are based on information you provide and general patterns in data. They require human judgment and verification before implementation.

10.4 No Guarantee of Results

We do not guarantee:

• Revenue increases, cost savings, or ROI
• Successful AI agent deployment
• Regulatory compliance
• Competitive advantage or market performance

10.5 Consumer Law Exceptions

This disclaimer does not exclude or limit any warranties or guarantees that cannot be excluded under Australian Consumer Law, UK Consumer Rights Act, EU Consumer Rights Directive, or other mandatory consumer protection laws.

11. AI System Limitations

11.1 Nature of AI Systems

AI Agents and diagnostic outputs:

• Operate within defined constraints and design parameters
• May produce incomplete, incorrect, or unexpected outputs if such provided
• Are probabilistic and require human verification
• Do not replace human decision-making, judgment, or oversight

11.2 Human Responsibility

You are responsible for:

• Reviewing all AI outputs before relying on them
• Implementing appropriate human oversight and approval processes
• Ensuring AI agents operate within acceptable risk boundaries
• Complying with applicable laws and regulations when deploying AI

11.3 No Liability for Client Decisions

Orbital Agents is not responsible for:

• Decisions made without appropriate human oversight
• Implementation of recommendations without proper testing
• Deployment of AI agents in violation of laws or regulations
• Business outcomes resulting from client decisions

12. Limitation of Liability

12.1 General Limitation

To the maximum extent permitted by law, Orbital Agents, its affiliates, officers, directors, employees, agents, contractors, and service providers are not liable for:

• Indirect, incidental, consequential, special, exemplary, or punitive damages
• Loss of profits, revenue, data, goodwill, or business opportunities
• Business interruption or loss of anticipated savings
• Cost of substitute services
• Any damages arising from or related to your use of or inability to use the Services

This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and whether or not Orbital Agents was advised of the possibility of such damages.

12.2 Cap on Liability

Our total aggregate liability for all claims arising from or related to the Services is limited to the total fees paid by you to Orbital Agents for the specific service giving rise to the claim in the twelve (12) months preceding the claim.

If no fees were paid (e.g., free diagnostic tools), our liability is limited to AUD $100.

12.3 Consumer Rights (Australia)

Nothing in these Terms excludes, restricts, or modifies any rights or remedies you may have under the Australian Consumer Law (ACL) or other applicable consumer protection laws in Australia where such rights cannot be lawfully excluded.

If the ACL applies and we breach a Consumer Guarantee:

• For goods: We may choose to repair, replace, or refund
• For services: We may choose to re-supply the service or refund

Where we are permitted to limit our liability under the ACL, we limit our liability to, at our option:

• Re-supplying the Services
• Paying the cost of having the Services supplied again

12.4 Consumer Rights (UK/EU)

Nothing in these Terms affects your statutory rights as a consumer under:

• Consumer Rights Act 2015 (UK)
• EU Consumer Rights Directive (2011/83/EU)
• Other applicable UK or EU consumer protection laws

12.5 Consumer Rights (United States)

Some US states (including California, New York, New Jersey) provide additional consumer protections that cannot be waived by contract. Nothing in these Terms limits such rights where they apply.

12.6 Exceptions to Liability Limitations

The above limitations do not apply to:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Gross negligence or willful misconduct
• Any liability that cannot be excluded or limited by law

12.7 Data Breach Limitation

To the maximum extent permitted by law, Orbital Agents is not liable for data breaches caused by:

• Third-party service provider failures (Stripe, Abacus.AI, ConvertKit, Calendly)
• Your failure to secure your own systems, accounts, or credentials
• Unauthorized access by third parties despite our reasonable security measures
• Force majeure events (see Section 21)

Where a breach occurs due to Orbital Agents' gross negligence, liability is limited to direct damages not exceeding the fees paid in the twelve (12) months preceding the breach, except where such limitation is prohibited by law.

Orbital Agents will notify affected parties within 72 hours of breach discovery as required by applicable privacy laws (GDPR, Australian Privacy Act).

This clause does not limit your rights under Australian Consumer Law, GDPR, or other mandatory consumer protection laws where such limitations are prohibited.

13. Indemnification

13.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Orbital Agents, its affiliates, officers, directors, employees, agents, and contractors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising from or related to:

• Your breach of these Terms
• Your violation of any law or regulation
• Your violation of any third-party rights (including intellectual property, privacy, or data protection rights)
• Your provision of inaccurate, incomplete, or fraudulent information
• Your misuse of the Services or outputs
• Claims by third parties whose personal data you provided without proper authorization or consent
• Your implementation of AI agents without appropriate human oversight or in violation of applicable laws

13.2 Limitations on Indemnification

This indemnification does not apply to:

• Claims arising from Orbital Agents' breach of these Terms
• Claims arising from Orbital Agents' negligence, gross negligence, or willful misconduct
• Claims arising from defects in the Services provided by Orbital Agents
• Any claims where indemnification would violate mandatory consumer protection laws (Australian Consumer Law, GDPR, UK Consumer Rights Act, EU Consumer Rights Directive)

13.3 Consumer Exception

If you are a consumer (an individual purchasing Services for personal, household, or domestic use, not a business entity), this indemnification clause applies only to the extent permitted by applicable consumer protection laws in your jurisdiction.

Many consumer protection laws prohibit indemnification clauses. If you are a consumer, you may not be required to indemnify us.

13.4 Notice & Cooperation

Orbital Agents will promptly notify you of any claim subject to indemnification. You will cooperate with Orbital Agents in defending such claims.

Orbital Agents reserves the right to assume exclusive defense and control of any matter subject to indemnification by you, at your expense.

14. Dispute Resolution

14.1 Governing Law & Jurisdiction

These Terms are governed by the laws of Queensland, Australia (without regard to conflict of law principles).

Any disputes arising from these Terms or the Services will be subject to the exclusive jurisdiction of the courts of Queensland, Australia, except where:

• EU/UK users may bring claims in their local jurisdiction under GDPR, consumer protection laws, or other mandatory laws
• California residents may bring claims under CCPA in California courts
• Other mandatory consumer protection laws require local jurisdiction

14.2 Informal Resolution

Before initiating formal legal proceedings, the parties agree to attempt to resolve disputes informally by contacting [email protected] with a detailed description of the dispute.

We will make a good-faith effort to resolve the matter within thirty (30) days.

14.3 Class Action Waiver (US Clients Only)

To the maximum extent permitted by US law, if you are located in the United States, you agree that disputes must be brought in an individual capacity only.

You waive the right to:

• Participate in class actions
• Participate in collective actions
• Participate in representative proceedings
• Consolidate claims with other parties

This waiver does not apply where prohibited by law, including in jurisdictions that do not permit class action waivers (e.g., California for certain consumer claims).

14.4 Jury Trial Waiver (US Clients Only)

To the maximum extent permitted by US law, if you are located in the United States, you waive the right to a jury trial for any disputes arising from these Terms.

This waiver does not apply where prohibited by law.

14.5 Consumer Rights Preserved

Nothing in this section limits your rights to:

• Bring claims in small claims court (where permitted)
• Enforce statutory consumer rights under Australian Consumer Law, GDPR, UK Consumer Rights Act, or other mandatory consumer protection laws
• Lodge complaints with consumer protection agencies or data protection authorities

14.6 Alternative Dispute Resolution (Optional)

The parties may agree to resolve disputes through mediation or arbitration conducted by a mutually agreed neutral party.

However, neither party is obligated to pursue alternative dispute resolution unless mutually agreed in writing.

15. Third-Party Services

15.1 Integration of Third-Party Services

Orbital Agents may integrate third-party services to provide the Services, including but not limited to:

• Stripe, Inc. (payment processing)
• Calendly (session scheduling)
• ConvertKit (Kit) (email communications)
• Abacus.AI (infrastructure and hosting)
• Google Analytics (website analytics)

15.2 Third-Party Terms

Your use of third-party services is subject to their respective terms of service and privacy policies. We are not responsible for the terms, policies, or practices of third-party services.

15.3 No Liability for Third Parties

Orbital Agents is not responsible or liable for:

• Availability, reliability, or performance of third-party services
• Security breaches or data loss caused by third-party services
• Changes to third-party services that affect the Services
• Third-party service fees, charges, or pricing changes

15.4 Third-Party Links

Our website and communications may contain links to third-party websites or services. We do not endorse, control, or assume responsibility for third-party content, privacy practices, or terms of use.

16. Governing Law

These Terms are governed by and construed in accordance with the laws of Queensland, Australia and the Commonwealth of Australia.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

Where mandatory consumer protection laws of your jurisdiction apply (e.g., Australian Consumer Law, GDPR, UK Consumer Rights Act, CCPA), those laws will apply to the extent they cannot be excluded by contract.

17. Contact

For questions, support, or to exercise your rights under these Terms or the Privacy Policy:

Email: [email protected]

Postal Address:
Orbital Agents
6-12 View Avenue
Gold Coast 4217
Queensland, Australia
ABN: 98 493 133 665

We aim to respond to inquiries within 30 business days.

For privacy-specific inquiries, see the Privacy Policy for detailed contact procedures and response times.

18. Privacy & Data Protection

18.1 Privacy Policy

Your use of the Services is also governed by our Privacy Policy, available at orbitalagents.io/privacy, which is incorporated by reference into these Terms.

The Privacy Policy explains:

• What personal and business information we collect
• How we use, store, and protect your information
• Your rights under applicable privacy laws
• How to exercise those rights

18.2 Data Collection & Use

By using the Services, you consent to the collection, use, storage, disclosure, and processing of your personal and business information as described in the Privacy Policy.

18.3 Business Data & Third-Party Consent

If you provide personal data of third parties (employees, stakeholders, customers, contractors) during Diagnostic Lab engagements:

You represent and warrant that:

• You have obtained all necessary consents and authorizations to disclose such data to Orbital Agents
• You have informed those individuals about how their data will be processed (including sharing with Orbital Agents)
• You have a lawful basis for processing such data under applicable privacy laws

You are responsible for complying with data protection laws in your jurisdiction when providing third-party data to us.

18.4 Data Protection Compliance

Orbital Agents complies with:

• Australian Privacy Principles (APPs) under the Privacy Act 1988 (Cth)
• General Data Protection Regulation (GDPR) for EU/UK clients
• California Consumer Privacy Act (CCPA) for California residents
• Other applicable data protection laws

18.5 Data Processing Agreement (DPA)

Enterprise clients, GDPR-regulated entities, or clients subject to specific data protection requirements may request a Data Processing Agreement (DPA).

Contact [email protected] to request a DPA.

18.6 Data Security

We implement industry-standard security measures to protect your information, as detailed in the Privacy Policy (Section 6), including:

• 256-bit SSL/TLS encryption for data in transit
• AES-256 encryption for data at rest
• Role-based access controls
• Multi-factor authentication for staff accounts
• SOC 2 Type II compliant infrastructure (Abacus.AI)
• PCI DSS Level 1 payment processing (Stripe)

However, no system is completely secure. You use the Services at your own risk regarding data security, subject to the liability limitations in Section 12.

18.7 Data Breach Notification

In the event of a data breach likely to result in serious harm or risk to your rights, we will notify you within 72 hours of breach discovery, as required by GDPR and Australian Privacy Act.

19. GDPR (EU/UK Clients)

This section applies to users located in the European Union (EU) or United Kingdom (UK). See the Privacy Policy for detailed GDPR rights and procedures.

20. California Privacy Rights (CCPA)

This section applies to California residents under the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA). See the Privacy Policy for detailed CCPA rights and procedures.

21. Force Majeure

Orbital Agents is not liable for failure or delay in performing obligations under these Terms due to events beyond our reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, government actions, infrastructure failures, third-party service provider outages, cyberattacks, and labour disputes.

We will notify you promptly (within 48 hours) if a force majeure event affects service delivery.

22. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, the remaining provisions will continue in full force and effect.

23. Changes to Terms

Orbital Agents reserves the right to modify, amend, or update these Terms at any time.

Material Changes: We will notify you via email at least thirty (30) days before material changes take effect.

Your continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

24. Assignment

Orbital Agents may assign, transfer, or delegate these Terms and any rights or obligations under them to any third party in connection with merger, acquisition, corporate reorganization, sale of assets, or change of control.

You may not assign, transfer, or delegate these Terms or any rights or obligations under them without prior written consent from Orbital Agents.

25. Entire Agreement

These Terms, together with the Privacy Policy (orbitalagents.io/privacy) and any separate written agreements signed by both parties (e.g., NDAs, DPAs, implementation contracts), constitute the entire agreement between you and Orbital Agents regarding the Services.

26. Waiver

The failure of Orbital Agents to enforce any provision of these Terms, or to exercise any right or remedy, does not constitute a waiver of that provision, right, or remedy. Any waiver must be in writing and signed by an authorized representative of Orbital Agents to be effective.

27. Notices

We may provide notices to you by email to the email address associated with your account. Notices sent by email are deemed received within 24 hours of sending.

You may provide notices to us by email to [email protected].

28. Survival

Provisions relating to No Professional Advice, Intellectual Property, Confidentiality, Disclaimer of Warranties, AI System Limitations, Limitation of Liability, Indemnification, Dispute Resolution, Governing Law, Privacy & Data Protection, Entire Agreement, Notices, and Survival survive termination or expiration of these Terms.

29. Interpretation

Section headings are for convenience only and do not affect the interpretation of these Terms. Words in the singular include the plural and vice versa. The word "including" means "including but not limited to."

These Terms are drafted in English. Any translations are for convenience only. In case of conflict, the English version prevails.

30. Acknowledgment

By using the Services, you acknowledge that:

• You have read, understood, and agree to be bound by these Terms and the Privacy Policy
• You have the authority to enter into these Terms on behalf of your organization (if applicable)
• You understand that AI outputs are probabilistic and require human verification
• You understand that no business outcomes are guaranteed
• You have consulted qualified professionals (lawyers, accountants, etc.) where necessary
• You consent to the collection, use, and processing of your data as described in the Privacy Policy

If you do not agree with any part of these Terms, you must not use the Services.