Terms of Service

These Terms are between Valont Pty Ltd (ABN 79 682 227 934) of Level 35, 71 Eagle Street, Brisbane QLD 4000 ("Valont", "we", "us") and the business entity accepting these Terms ("you", the "Customer"). By accepting these Terms during onboarding or when prompted to accept an updated version (for example by clicking "I accept", or by ticking the acceptance box and continuing, on the web or in the Valont app), or by using the Valont platform, you agree to these Terms on behalf of your organisation and warrant that you are authorised to do so. We record your acceptance for audit purposes, including the version accepted, a timestamp and technical details such as your IP address.

This Agreement consists of: (a) these Terms; (b) any Subscription or Service Schedule agreed with you (services, fees, term); (c) the Valont Privacy Policy; and (d) the Valont Cybersecurity Policy.

If the documents conflict, they apply in this order of priority: Subscription/Service Schedule → these Terms → Cybersecurity Policy → Privacy Policy.

This Agreement starts when you accept it during onboarding and continues until terminated under clause 13.

Bookkeeping, payroll and BAS services provided by a related body corporate of Valont are provided under that company's engagement letter and terms, not this Agreement. If you receive those services and also use the Platform, this Agreement applies to your use of the Platform.

• Platform: the Valont software platform, including dashboards, workflows, the AI advisor, the Valont iOS app, and any related apps and APIs.
• Services: the services we provide under this Agreement, including Platform access, back-office services (e.g. finance, people, compliance and operations support), and Advisor Services.
• Advisor Services: human advisory and support services provided by Valont personnel.
• AI Output: any content, analysis, insight, recommendation, forecast, alert or draft generated wholly or partly by automated or AI systems within the Platform.
• Customer Data: all data, documents and information uploaded to or entered into the Platform by you or on your behalf, or retrieved from Connected Systems with your authorisation.
• Connected Systems: third-party systems you authorise us to connect to (e.g. Xero, banking feeds, payroll, HR and other integrations).
• Users: your personnel that you authorise to access the Platform.
• Fees: the fees set out in your Subscription/Service Schedule.

We will:

3.1 provide the Services with due care, skill and diligence, in line with good industry practice;

3.2 use personnel who are qualified and suitable for the work;

3.3 comply with applicable laws in performing our obligations, including the Privacy Act 1988 (Cth); and

3.4 remain responsible for the Services even where we use subcontractors or third-party providers (e.g. hosting and AI infrastructure providers).

You must:

4.1 use the Platform and Services lawfully and only for your own internal business purposes;

4.2 ensure information you (and your Users) provide is true, accurate, complete and kept up to date;

4.3 manage your Users’ access and permissions, and promptly remove access when no longer appropriate;

4.4 keep access credentials secure and confidential; credentials must not be shared between Users;

4.5 not interfere with, reverse engineer, copy, resell or attempt to gain unauthorised access to the Platform; and

4.6 promptly notify us of any actual or suspected security incident, or anything likely to affect the Services.

You are responsible for your Users’ compliance with this Agreement.

5.1 Ownership. You (and your licensors) own the Customer Data.

5.2 Licence. You grant us a non-exclusive, royalty-free licence to host, process and use Customer Data solely to provide and improve the Services, and to sublicense to our service providers for that purpose. We will not sell your Customer Data.

5.3 Connected Systems. You authorise us to access and retrieve data from Connected Systems on your behalf. You are responsible for maintaining valid authorisations and for your own compliance with the terms of those third-party systems.

5.4 Data quality. The quality of the Services depends on the quality of Customer Data and Connected Systems data. As part of onboarding we may assess your source data and flag gaps or quality issues. Where data appears incomplete or unreliable, we may flag, exclude or decline to act on it rather than present potentially incorrect results.

5.5 Accuracy. You are responsible for verifying and maintaining the accuracy of Customer Data, including data in Connected Systems (e.g. the state of your accounting records).

5.6 Data export. On request during the term, and for 30 days after termination, we will provide a means to export your Customer Data in a commonly used format.

5.7 Record retention. To meet record-keeping obligations that apply to the Services (including tax, accounting and professional requirements), we retain platform records, including chat and message history, for at least 7 years. Content you delete is archived from your view but is retained in our records for this period, as described in our Privacy Policy.

6.1 The Platform generates AI Output to assist your business. AI Output may contain errors or omissions and may not reflect your full circumstances.

6.2 AI Output and the Services generally do not constitute accounting, legal, financial, tax, payroll or other professional advice, unless a specific deliverable is expressly identified in your Subscription/Service Schedule as professional advice from a qualified Valont adviser.

6.3 You must review AI Output and make your own independent assessment before relying or acting on it. Where a decision has legal, tax or financial consequences, you should seek advice from a suitably qualified professional.

6.4 You remain solely responsible for your statutory and legal obligations (including tax, employment and reporting obligations), regardless of any automation or reminders provided by the Platform.

6.5 Except where your Subscription/Service Schedule expressly provides otherwise, we provide the back-office Services as an administration and processing function: we process, prepare and administer on the basis of the information you provide, and responsibility for the accuracy and completeness of that information remains with you.

7.1 Fees are set out in your Subscription/Service Schedule and are exclusive of GST unless stated otherwise.

7.2 You authorise us to charge Fees via the agreed payment method (including direct debit where applicable), and must ensure sufficient funds and current payment details.

7.3 If undisputed amounts are overdue, we may charge interest at the RBA cash rate plus 2% p.a. and/or suspend the Services on 14 days’ written notice.

7.4 Fee disputes must be raised in good faith within 14 days of invoice; both parties will use reasonable efforts to resolve them promptly.

8.1 We may update these Terms, the Platform and the Services from time to time. Each version of these Terms carries a version number and effective date.

8.2 For material changes to these Terms, we will notify you (in-product and/or by email) and ask you to re-accept the updated version. Continued use after the effective date may also constitute acceptance where permitted by law.

8.3 We may change Fees after any minimum term with at least 30 days’ written notice.

8.4 If a change is materially detrimental to you, you may terminate the affected Services by written notice before the change takes effect, and we will refund any Fees prepaid for the period after termination.

Each party must keep the other’s confidential information confidential, use it only for the purposes of this Agreement, and disclose it only to personnel and advisers who need it (or as required by law). This clause survives termination.

10.1 Both parties must comply with applicable privacy laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

10.2 We will handle personal information in accordance with our Privacy Policy. You consent to storage and processing of Customer Data in Australia, with limited processing and storage by our service providers (including hosting, AI infrastructure, logging and analytics providers), and access by our contractors, which may occur outside Australia, as described in our Privacy Policy.

10.3 You must have a lawful basis (including any required notices and consents) for personal information you provide to us, including your employees’ information.

10.4 We will maintain commercially reasonable administrative, technical and physical safeguards to protect the Platform and Customer Data, as described in our Cybersecurity Policy, and will notify you of eligible data breaches as required by law.

10.5 You are responsible for security matters within your control, including access credentials, User permissions and your own devices and networks.

11.1 We (and our licensors) own all rights in the Platform, the Services and our pre-existing and independently developed materials. Nothing in this Agreement transfers that ownership to you.

11.2 We grant you a non-exclusive, non-transferable licence to use the Platform for your internal business purposes during the term, for your authorised number of Users.

11.3 You own AI Output generated from your Customer Data, subject to our underlying rights in the Platform and any third-party rights.

11.4 You grant us a licence to use de-identified and aggregated data to operate, benchmark, improve and develop the Services and our AI features, including training and testing our own AI models, provided it does not identify you or any individual.

12.1 Australian Consumer Law. Our services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in this Agreement excludes, restricts or modifies rights you have under law that cannot be excluded.

12.2 Platform "as is". Except as required by law, the Platform is provided "as is"; we do not warrant it will be uninterrupted or error-free, and planned or unplanned outages may occur.

12.3 Exclusions. To the extent permitted by law, neither party is liable for indirect or consequential loss. We are not liable for loss to the extent caused by: (a) your or your Users’ acts or omissions; (b) inaccurate or incomplete Customer Data or Connected Systems data; (c) failures of third-party systems or the internet; or (d) reliance on AI Output contrary to clause 6.

12.4 Cap. To the fullest extent permitted by law, each party’s total aggregate liability under this Agreement is capped at the Fees paid by you in the 12 months before the event giving rise to the claim.

12.5 Your responsibilities. You remain solely responsible for your statutory obligations to your personnel and to government agencies (including the ATO and Fair Work), and for payments required by law in connection with your business.

12.6 Proportionate reduction. Each party’s liability is reduced to the extent the other party caused or contributed to the loss.

12.7 Fraud, death and personal injury. Nothing in this Agreement limits either party’s liability for fraud, or for death or personal injury caused by its negligence.

13.1 Suspension. We may suspend access where reasonably necessary, including for security incidents, legal requirements, non-payment (after notice), or misuse of the Platform. We will limit suspension to what is necessary and restore access promptly.

13.2 Termination for convenience. Either party may terminate on 30 days’ written notice, subject to any minimum term in your Subscription/Service Schedule.

13.3 Termination for cause. Either party may terminate immediately if the other commits a material breach that is not remedied within 14 days of written notice, or suffers an insolvency event.

13.4 Consequences. On termination: (a) you must pay Fees for Services provided up to the termination date; (b) your and your Users’ access ends; (c) you may export Customer Data under clause 5.6, after which we will delete or de-identify it in accordance with our data retention practices and legal obligations.

13.5 Survival. Clauses 5, 6, 9, 10, 11, 12, 14 and 15 survive termination.

Before starting proceedings (except for urgent relief), the parties must: (a) give written notice of the dispute; (b) have senior representatives meet within 10 business days; and (c) if unresolved, refer the dispute to mediation under the Australian Disputes Centre guidelines. Each party bears its own costs; mediator’s costs are shared equally.

15.1 Governing law. This Agreement is governed by the laws of Queensland, Australia, and the parties submit to the non-exclusive jurisdiction of its courts.

15.2 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

15.3 Assignment. You may not assign this Agreement without our consent (not unreasonably withheld). We may assign to an affiliate or in connection with a sale of our business.

15.4 Relationship. The parties are independent contractors; nothing creates a partnership, employment or agency relationship.

15.5 Notices. Notices must be in writing (email is sufficient). Notices to you go to the contact details in your account. Notices to us go to hello@valont.com.au or Level 35, 71 Eagle Street, Brisbane QLD 4000 (phone 07 3473 0020).

15.6 Entire agreement / severability. This Agreement is the entire agreement about its subject matter. If a provision is invalid, the remainder continues in force.

15.7 App Store terms. If you or your Users download the Valont iOS app from Apple's App Store, this Agreement is between you and Valont only, not Apple. Apple is not responsible for the app, its maintenance or support, or any claims relating to it. Use of the app must also comply with the App Store's usage rules. Apple and its subsidiaries are third-party beneficiaries of this clause and may enforce it.