Terms of Service

Effective Date: 14 November 2025

These Terms of Service ("Agreement") govern access to and use of the Analytica platform and related services provided by Analytica Software Pty Ltd (ACN 693 260 589) of 3/49 Wilson Street, South Yarra, Victoria, Australia ("Analytica", "we", "us" or "our").

By purchasing a subscription, executing an Order, or accessing or using the Platform, the customer entity ("Customer") agrees to be bound by this Agreement. The individual accepting this Agreement represents and warrants that they have authority to bind the Customer.

1. Definitions

1.1 Platform. "Platform" means the Analytica cloud-based software platform for property development feasibility modelling, live cash flow management, capital stack modelling, waterfall distributions, invoice intake and approval, accounting integrations, portfolio analytics, and related functionality.

1.2 Services. "Services" means access to the Platform and associated onboarding services provided by Analytica.

1.3 User. "User" means an individual authorised by the Customer to access and use the Platform.

1.4 Customer Data. "Customer Data" means all data, documents, financial information, modelling assumptions, invoices, reports, and other materials uploaded, entered, generated or stored within the Platform by the Customer or its User.

1.5 Order. "Order" means any subscription order, online purchase flow, invoice, or written agreement referencing this Agreement.

2. The Platform and Services

2.1 Service Description. Analytica provides a software platform designed to assist property development businesses with financial modelling, forecasting, capital structuring, invoice management and portfolio analysis.

The Platform is a tool only. It does not provide professional advice.

2.2 No Financial, Tax or Legal Advice. The Platform does not provide financial, accounting, tax, legal, investment, or development advice.

All outputs including (without limitation):

• feasibility results
• internal rate of return (IRR/EIRR) calculations
• GST calculations
• margin scheme calculations
• capitalised interest calculations
• capital stack modelling
• waterfall distributions
• funding forecasts
• cash flow projections
• scenario modelling

are generated solely based on data entered by the Customer.

Customer must obtain independent professional advice before making any financial, tax, structuring, lending, investment, or development decisions.

Analytica accepts no responsibility for reliance on any Platform output.

2.3 AI-Assisted Functionality. The Platform may use artificial intelligence and automated systems to process Customer Data, perform financial calculations, generate reports, and produce analytical outputs.

Customer acknowledges that AI-generated outputs and automated calculations may contain errors or inaccuracies. Analytica does not guarantee the accuracy, completeness or reliability of such outputs.

Customer is solely responsible for reviewing and verifying all outputs before relying on them for any decision.

Customer acknowledges that:

• AI outputs may contain errors or inaccuracies.

• Extraction may misinterpret amounts, GST, supplier names or categories.

• Analytica does not guarantee accuracy of AI-generated outputs.

• Customer is solely responsible for reviewing and verifying all extracted data before approval or reliance.

  2.4 No Guarantee of Accuracy. Analytica does not warrant that:

• calculations are error-free;

• forecasts are accurate;

• outputs reflect real-world project outcomes;

• tax treatments are correct;

• integrations will function uninterrupted.

The Platform is provided on an "as is" and "as available" basis.

3. Subscription and Access

3.1 Subscription Term. Access is provided on a monthly or annual subscription basis as specified in the applicable Order.

Subscriptions automatically renew unless cancelled prior to the renewal date.

3.2 Permitted Use. Access is granted solely for the Customer's internal business purposes.

Customer must not:

• resell or sublicense access;

• provide access to third parties;

• reverse engineer or copy the Platform;

• use the Platform to build competing software.

  3.3 Account Responsibility. Customer is responsible for:

• all User activity;

• safeguarding login credentials;

• ensuring Users comply with this Agreement.

4. Onboarding Services

Analytica may provide onboarding assistance to support implementation of the Platform.

Onboarding does not constitute consulting services, financial advice, or custom financial modelling.

5. Customer Responsibilities

Customer is solely responsible for:

• all modelling assumptions;
• all financial inputs;
• all feasibility structures;
• tax treatments adopted;
• GST and margin scheme calculations;
• compliance with financing agreements;
• reliance on Platform outputs;
• all project decisions.

Customer warrants that all Customer Data is lawful and does not infringe third-party rights.

6. Intellectual Property

6.1 Ownership. Analytica retains all intellectual property rights in the Platform and Services.

No ownership rights are transferred to the Customer.

6.2 Customer Data. Customer retains ownership of Customer Data.

Customer grants Analytica a non-exclusive licence to use Customer Data solely to provide the Services.

6.3 Aggregated Data. Analytica may use aggregated and de-identified data for analytics, benchmarking, and product improvement, provided that such data cannot reasonably be used to identify the Customer, any individual, or any specific project.

7. Fees and Payment

7.1 Fees. Fees are payable as set out in the applicable Order.

Fees are non-refundable except as required by law.

7.2 Payment Failure. If payment is not received when due, Analytica may suspend access until payment is made.

7.3 Taxes. Fees are exclusive of GST and other applicable taxes.

Customer is responsible for all applicable taxes except income tax payable by Analytica.

8. Data and Privacy

8.1 Hosting. Customer Data is hosted on Amazon Web Services (AWS).

8.2 Personal Information. Analytica collects business contact information including names and email addresses.

Customer warrants it has obtained all necessary consents to provide personal information.

8.3 Compliance. Analytica will comply with the Privacy Act 1988 (Cth) and applicable Australian privacy laws.

8.4 Backups. Customer is responsible for maintaining independent backups of its data.

9. Confidentiality

Each party must keep confidential information confidential and use it only for purposes of this Agreement.

10. Suspension and Termination

Analytica may suspend access if:

• fees are unpaid;
• security risks arise;
• Customer breaches this Agreement.

Either party may terminate for material breach not remedied within 30 days.

Upon termination:

• access ceases immediately;
• Customer Data will be deleted within 30 days unless legally required otherwise.

11. Warranties and Australian Consumer Law

To the maximum extent permitted by law:

• The Platform is provided "as is" and "as available".
• All implied warranties are excluded.

Nothing in this Agreement excludes non-excludable rights under the Australian Consumer Law. Where liability cannot be excluded, it is limited to resupply of services.

12. Limitation of Liability

To the maximum extent permitted by law, Analytica excludes all liability for:

• project losses;
• development losses;
• financing losses;
• loss of funding;
• loss of profit;
• loss of opportunity;
• delay damages;
• tax penalties;
• GST errors;
• capital stack miscalculations;
• waterfall miscalculations;
• reliance on forecasts;
• AI extraction errors;
• consequential or indirect loss.

Analytica's total aggregate liability for any claim is capped at the total fees paid by the Customer in the 12 months preceding the claim.

Customer acknowledges that the Fees reflect this allocation of risk.

13. Indemnity

Customer indemnifies Analytica against any claims arising from:

• Customer Data;
• misuse of the Platform;
• reliance on modelling outputs;
• tax or regulatory non-compliance;
• financing disputes.

14. Force Majeure

Analytica is not liable for delays caused by events beyond reasonable control, including cloud provider outages.

15. Changes

15.1 Platform Updates. Analytica may update the Platform provided core functionality is not materially reduced during a subscription term.

15.2 Terms Updates. Analytica may update these Terms by providing at least 30 days' written notice via email to the Customer's nominated account holder email address. Continued use of the Platform after the notice period constitutes acceptance of the updated Terms.

16. Governing Law

This Agreement is governed by the laws of Victoria, Australia.

The parties submit to the exclusive jurisdiction of the courts of Victoria.

17. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or representations.