Terms of Use

1. Introduction

These Terms of Use (the "Terms") govern access to and use of the CloudOrbit website at cloudorbit.com.au, the CloudOrbit customer and administrator portals, and any related services, features and documentation (together, the "Service"). The Service is provided by CYH & CO PTY LTD (ABN 48 668 871 743) of Victoria, Australia ("CloudOrbit", "we", "us").

By accessing or using the Service you agree to these Terms. If you do not agree, you must not access or use the Service.

You may use the Service as an individual or on behalf of an organisation. If you use the Service on behalf of an organisation, you confirm that you are authorised to bind that organisation to these Terms, and references to "you" include that organisation.

2. Definitions

• "CloudOrbit" means the Service and the entity providing it as identified above.
• "Customer" means the organisation that has been onboarded to use the Service.
• "Customer Data" means data and information relating to the Customer that is accessed, processed or generated through the Service, including metadata drawn from the Customer Environment.
• "Customer Environment" means the Customer's Microsoft cloud tenant and associated Microsoft Cloud Services.
• "Authorised User" means an individual the Customer permits to access the Service.
• "Administrator" means an Authorised User with elevated rights to manage the Customer's use of the Service.
• "Platform Administrator" means CloudOrbit personnel who operate the platform through the Admin Portal.
• "Customer Portal" means the customer-scoped area of the Service.
• "Admin Portal" means the CloudOrbit platform-operations area of the Service.
• "Microsoft Cloud Services" means Microsoft Entra ID, Microsoft 365, Microsoft Azure and related Microsoft services and APIs.
• "Connectors" means the integrations CloudOrbit uses to read information from the Customer Environment.
• "Support Access" means time-bound, customer-approved access by a Platform Administrator to a Customer's data for support purposes.
• "Subscription" means the Customer's right to use the Service for an agreed term.
• "Order Form / Service Agreement" means any order form, statement of work or separate agreement between CloudOrbit and the Customer.
• "Documentation" means CloudOrbit's published user and technical documentation.

3. The Service

CloudOrbit is a multi-tenant visibility, reporting and advisory platform for Microsoft cloud environments. It provides insights across Microsoft 365 licensing, user and licence assignment, Azure cost, Azure resources, cost allocation, budgets and alerts, and security, compliance and governance posture, together with recommendations and data-health monitoring.

The Service is informational and advisory. It is intended to help you understand and manage your Microsoft cloud environment; it does not replace Microsoft's native tools, controls or guidance.

• CloudOrbit does not guarantee cost savings, security outcomes, or compliance certification of any kind.
• Insights and recommendations depend on data made available by Microsoft and on your configuration, and may not be complete or current.
• CloudOrbit does not make changes to your Customer Environment. If an automation or write-enabled feature is offered in future, it will apply only where you expressly enable it.

4. Account Registration and Access

• A Customer must be onboarded and created within the Service before access is granted.
• Authorised Users must sign in using an approved identity provider, such as Microsoft Entra ID.
• You are responsible for keeping authentication credentials secure and for activity that occurs under your account.
• The Customer is responsible for managing its Authorised Users, including granting and removing access.
• We may suspend or restrict access where we reasonably believe there is misuse, a security risk, or a breach of these Terms.

5. Customer Portal and Admin Portal

The Service is divided into a Customer Portal, which is scoped to a single Customer's data, and an Admin Portal, which is used by CloudOrbit to operate the platform.

Platform Administrators do not automatically have access to Customer Data. Where a Platform Administrator needs to access a Customer's data to provide support, that access requires Support Access — a request that records the scope, reason and time limit, is subject to Customer approval, and is recorded in an audit log.

6. Multi-Tenant and Zero Trust Model

The Service is designed around tenant isolation and least-privilege principles.

• Each Customer's data is logically isolated from other customers.
• Access is granted on a least-privilege basis using role-based access control.
• Connectors operate on a read-only posture by default.
• Support Access is time-bound and customer-approved.
• Privileged activities are recorded in audit logs.
• The Customer is responsible for approving the permissions that Connectors are granted in its Microsoft tenant.

7. Microsoft Cloud Connectors

The Service reads information from your Customer Environment through Connectors, which may use the following Microsoft capabilities:

• Microsoft Graph and Microsoft Entra ID
• Azure role-based access control (RBAC)
• Azure Cost Management
• Azure Resource Graph
• Azure Advisor and Azure Policy
• Microsoft 365 usage and licence reports

8. Customer Data

• You retain ownership of your Customer Data.
• You grant CloudOrbit a limited, non-exclusive right to access and process Customer Data solely to provide and support the Service.
• CloudOrbit may process metadata such as tenant identifiers, licence data, cost and resource metadata, connector and sync status, audit events and Support Access records.
• CloudOrbit does not intentionally collect unnecessary sensitive information.
• You must not upload or expose prohibited or unnecessary sensitive data through the Service unless separately agreed in writing.

9. Acceptable Use

You must not, and must ensure your Authorised Users do not:

• misuse the Service or use it other than as permitted;
• attempt to gain unauthorised access to any part of the Service or its infrastructure;
• bypass, disable or interfere with security or access controls;
• access, or attempt to access, another customer's data;
• upload or transmit malware or malicious code;
• reverse engineer, decompile or attempt to derive source code, except as permitted by law;
• interfere with or disrupt the integrity or availability of the Service;
• use the Service unlawfully or to infringe the rights of any third party.

10. Subscriptions, Fees and Payment

The following payment terms apply to paid subscriptions. They may be supplemented by an applicable Order Form, plan description or sign-up page, and CloudOrbit may update them from time to time.

• Fees, the billing cycle and plan inclusions are as set out in the applicable Order Form, plan description or sign-up page.
• Unless stated otherwise, fees are quoted in Australian dollars (AUD) and are exclusive of GST and other applicable taxes, which are added where they apply.
• Subscriptions are billed in advance — monthly or annually, according to the plan selected.
• Where you provide a payment method, you authorise CloudOrbit (or its payment processor) to charge the applicable fees on each billing date, including on automatic renewal.
• Where invoicing applies, invoiced amounts are payable within fourteen (14) days of the invoice date unless the Order Form states otherwise.
• If fees are overdue, we may, after giving reasonable notice, suspend access until outstanding amounts are paid; reactivation may require payment of all outstanding fees.
• We may change our fees from time to time. For recurring subscriptions, fee changes take effect from the next billing period after we give at least thirty (30) days’ notice.
• You are responsible for all taxes associated with your subscription, other than taxes on CloudOrbit’s income.

11. Refunds and Cancellation

These refund and cancellation terms may be updated by CloudOrbit from time to time.

• You may cancel your subscription at any time through your account or by contacting support@cloudorbit.com.au.
• Cancellation takes effect at the end of the current billing period; your access continues until then and the subscription will not renew for a further period.
• Except where required by law or expressly agreed in an Order Form, fees already paid are non-refundable and we do not provide pro-rata refunds for the unused portion of a billing period.
• Annual or other prepaid subscriptions are non-refundable for the remainder of the prepaid term, except where required by law or agreed in writing.
• Where a free trial is offered, no fees apply during the trial; unless you cancel before the trial ends, the subscription may convert to a paid subscription at the then-current fees.
• Trial, beta and preview features are provided without charge and are not subject to refunds.
• Nothing in this section limits any right or remedy you have under the Australian Consumer Law or other law that cannot be excluded. Where a consumer guarantee applies and cannot be excluded, our liability is, where permitted, limited to resupplying the Service or paying the cost of resupply.

12. Trials, Beta and Preview Features

• Trial, beta or preview features are provided on an "as is" basis and may be incomplete.
• Such features may be changed, limited or withdrawn at any time and may not proceed to general availability.
• You should not rely on trial, beta or preview features, or on any future functionality, when making decisions.

13. Support and Service Availability

• We will use reasonable efforts to keep the Service available.
• Availability depends on factors outside our sole control, including Microsoft services and APIs, Azure hosting, your identity provider, and your configuration.
• Scheduled maintenance, incidents or third-party outages may affect access from time to time.

14. Security

• We use reasonable technical and organisational measures to protect the Service.
• No system or method of transmission is completely secure, and we cannot guarantee absolute security.
• You are responsible for securely configuring permissions in your Microsoft tenant.
• You must notify us promptly at support@cloudorbit.com.au if you suspect any unauthorised access or security incident affecting the Service.

15. Intellectual Property

• CloudOrbit (and its licensors) own all intellectual property rights in the Service, including the software, user interface, Documentation and branding.
• You retain ownership of your Customer Data.
• If you provide feedback or suggestions, you grant CloudOrbit a perpetual, royalty-free right to use them to improve the Service.

16. Third-Party Services

• The Service integrates with Microsoft Cloud Services and relies on third-party infrastructure.
• Microsoft's own terms continue to apply to your Microsoft cloud environment.
• We are not responsible for Microsoft service outages, API changes, or other third-party acts or omissions outside our reasonable control.

17. Confidentiality

Each party may receive confidential information of the other. Each party agrees to use the other's confidential information only as needed to exercise its rights and perform its obligations under these Terms, to protect it using reasonable care, and not to disclose it except to personnel and advisers who need to know it and are bound by similar obligations, or where disclosure is required by law.

18. Privacy

Our handling of personal information is described in our Privacy Policy at cloudorbit.com.au/privacy, which forms part of these Terms.

19. Disclaimers

To the maximum extent permitted by law, the Service is provided on an "as is" and "as available" basis, and CloudOrbit excludes all warranties not expressly stated in these Terms.

Insights and recommendations are informational only. You remain responsible for your own decisions and for the implementation, security, compliance and governance of your Microsoft cloud environment.

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or other law that cannot lawfully be excluded.

20. Limitation of Liability

Subject to the rights and remedies that cannot be excluded under applicable law, and except as otherwise set out in an Order Form / Service Agreement: neither party is liable for indirect, incidental, special or consequential loss, or for loss of profits, revenue, data or goodwill; and each party's total aggregate liability arising out of or in connection with the Service is limited to the amount specified in the applicable Order Form / Service Agreement, or where none is specified, a reasonable amount determined by reference to the fees paid for the Service.

This clause is a placeholder and must be reviewed and tailored by a qualified Australian lawyer before commercial use.

21. Indemnity

To the extent permitted by law, you agree to indemnify CloudOrbit against losses arising from your misuse of the Service, your unlawful use, content you upload that you were not entitled to upload, or a breach of these Terms by you or your Authorised Users. This clause is subject to legal review.

22. Suspension and Termination

• You may stop using the Service in accordance with your Order Form / Service Agreement.
• We may suspend or terminate access for material breach, non-payment, security risk, or where required by law.
• On termination, export and deletion of Customer Data will be handled in accordance with the agreed retention and offboarding arrangements, subject to any legal retention requirements.

23. Changes to These Terms

We may update these Terms from time to time. Where changes are material, we will take reasonable steps to notify you. Your continued use of the Service after the effective date of an update constitutes acceptance of the updated Terms.

24. Governing Law

These Terms are governed by the laws of Victoria, Australia, and each party submits to the non-exclusive jurisdiction of the courts of that State and the Commonwealth courts having jurisdiction there.

25. Contact

For questions about these Terms, contact legal@cloudorbit.com.au. For support, contact support@cloudorbit.com.au.