Terms of Service

Section 1

Definitions

In these Terms, unless the context otherwise requires:

"Customer" means the organisation or individual that subscribes to the Service.
"Customer-Authored Content" means any prompt template, workflow default, workflow configuration, or workflow-run output authored or generated by the Customer or its Users, including content stored in the prompt_templates, workspace_prompt_overrides, and workflow_runs data tables.
"Customer Data" means all data uploaded, submitted to, or generated by the Customer's use of the Service, including Customer-Authored Content, uploaded documents, conversations, and related metadata.
"Obsidia" means Client Plus Solutions Pty Ltd (ABN [ABN]) trading as Obsidia, with registered office in Sydney, New South Wales, Australia.
"Platform IP" means Obsidia's proprietary software, system prompts, workflow engine, algorithms, user interface designs, documentation, and any other intellectual property developed by or for Obsidia that is not Customer-Authored Content.
"Service" means the Obsidia AI platform, including all features, Netlify-hosted functions, APIs, and associated infrastructure provided under a subscription.
"Subscription" means the agreement granting the Customer access to the Service for the applicable subscription term and tier.
"Users" means the individuals authorised by the Customer to access the Service under the Customer's Subscription.

Section 2

Subscription & access

2.1

Grant of access

Subject to these Terms and payment of applicable fees, Obsidia grants the Customer a non-exclusive, non-transferable right to access and use the Service during the Subscription term, solely for the Customer's internal business purposes and subject to the user-seat limits specified in the Subscription.

2.2

User accounts

The Customer is responsible for all activity occurring under its User accounts. The Customer must ensure that Users comply with these Terms. Access credentials must not be shared between individuals.

2.3

Modifications to the Service

Obsidia may add, modify, or remove features from the Service at any time. Obsidia will provide reasonable notice of material changes that reduce existing functionality.

Section 3

Customer-authored content — your IP

    The short version: Prompt templates, workflow configurations, and generated outputs you create on Obsidia are your firm's intellectual property. We do not claim any rights in that content. We do not use it to improve our product. We do not let our staff read it. You keep it when you leave.
  

3.1
Customer ownership of Customer-Authored Content

        The Customer retains all intellectual property rights in Customer-Authored Content. Obsidia makes no claim to any intellectual property right, title, or interest in any prompt template, workflow default, workflow configuration, or workflow-run output created by the Customer or its Users. This applies regardless of the sophistication, novelty, or commercial value of the content.
        Prompt templates and workflow configurations encode the Customer's proprietary methodologies, risk-scoring criteria, and professional know-how. Obsidia recognises this content as the Customer's firm IP.
Workflow-run outputs generated using the Service are the Customer's work product. Obsidia holds no rights in those outputs.
The Customer may use, copy, modify, export, and delete its Customer-Authored Content at any time.

      

3.2
Narrow operational licence to Obsidia

        The Customer grants Obsidia a limited, non-exclusive, non-transferable, royalty-free licence to Customer-Authored Content solely for the purpose of providing the Service to the Customer. This licence permits Obsidia to:
        Store Customer-Authored Content in the Customer's dedicated environment;
Retrieve and serve Customer-Authored Content to the Customer's authorised Users; and
Transmit Customer-Authored Content to sub-processors strictly as necessary to provide the Service (for example, to an AI inference provider to generate a response).

        This licence does not permit Obsidia to use Customer-Authored Content for any other purpose, including but not limited to model training, fine-tuning, product improvement, internal benchmarking, analytics, or any purpose that benefits Obsidia's business beyond direct service delivery to the Customer.
      

3.3

No training on Customer-Authored Content

Obsidia will not use Customer-Authored Content — including prompt templates, workflow configurations, or any content derived from them — to train, fine-tune, pre-train, evaluate, or otherwise improve any AI model, whether operated by Obsidia or a third party. This commitment applies:

Directly to Obsidia's own systems;
To sub-processors, whose contracts require the same restriction (see the Sub-processor Register); and
To any aggregated, anonymised, or de-identified derivative of Customer-Authored Content — de-identification is not sufficient to permit training use.

Any analytics use of Customer-Authored Content requires a separate, express, written opt-in from the Customer specifying the precise purpose and scope. A blanket consent in these Terms is not sufficient.

3.4
No staff-read of Customer-Authored Content

        Obsidia staff will not access or read Customer-Authored Content except in the following defined support scenario: a User-reported support issue, where the affected User has provided explicit, documented consent to Obsidia accessing the relevant content for the purpose of resolving that issue. Access in this scenario is logged in Obsidia's internal security audit log and reviewed monthly by the Platform Lead.
        
        Any access to Customer-Authored Content outside this scenario constitutes a breach of these Terms and is treated by Obsidia as a security incident subject to the Obsidia Incident Response Policy.

3.5
Prompt content and professional privilege

        Obsidia acknowledges that Customer-Authored Content in legal and compliance contexts may constitute, or may contain references to, content subject to legal professional privilege, solicitor-client privilege, or AML/CTF confidentiality obligations. Obsidia's obligations under clause 3.4 (no staff-read) and clause 3.3 (no training) apply with full force to such privileged content. Nothing in these Terms constitutes a waiver of any privilege.
      

3.6
Prompt content authored by departed employees

        When a User's account is deactivated, that User's Customer-Authored Content — including prompt templates and workflow defaults — remains with the Customer's workspace. Content is not deleted as a consequence of User deactivation. The authorship field is updated to reflect that the author is a former employee; the Customer's workspace administrator may re-assign authorship to a current User. The Customer may separately configure automatic deletion of content on User departure, subject to a prominent warning that firm IP will be permanently lost.
      

3.7
Prompt library export and provenance

        Bulk export of the Customer's prompt library is restricted to workspace-administrator role and above. Exported artefacts include a provenance tag identifying the content as customer-authored and confidential. This tag is distinct from any identity watermark applied to individual document exports.
      

3.8
Future prompt-sharing or marketplace features

        If Obsidia introduces any feature enabling Customer-Authored Content to be shared with, surfaced to, or visible by users outside the Customer's own workspace — including prompt-sharing, marketplace, or cross-customer analytics features — the default for every Customer's content is not shared. Participation requires explicit, per-prompt, per-workspace opt-in by a workspace administrator. Aggregated or de-identified surfacing is not permitted without opt-in.
      

Section 4

Obsidia intellectual property

4.1

Ownership of Platform IP

Obsidia and its licensors retain all intellectual property rights in the Platform IP. Nothing in these Terms transfers any ownership of Platform IP to the Customer. The Customer receives only the rights expressly granted in Section 2.

4.2

System prompts and workflow engine

Obsidia's system prompts, workflow templates provided as part of the platform (including Obsidia-authored prompt packs), and the workflow engine are Obsidia's confidential IP. These are distinct from Customer-Authored Content as defined in Section 1. The Customer may not copy, reverse-engineer, or distribute Obsidia's system prompts or workflow templates.

4.3

Feedback

If the Customer provides feedback or suggestions about the Service, Obsidia may use that feedback without restriction or compensation, and without the feedback constituting Customer-Authored Content for the purposes of Section 3.

Section 5

Acceptable use

5.1

Permitted use

The Customer may use the Service for lawful internal business purposes only, in accordance with these Terms and any applicable law.

5.2

Prohibited use

The Customer must not:

Use the Service to process content that is unlawful, defamatory, or in breach of third-party intellectual property rights;
Attempt to circumvent access controls, reverse-engineer the Service, or extract Obsidia's system prompts or model configurations;
Resell, sublicense, or provide third-party access to the Service without Obsidia's written consent;
Use the Service to generate, distribute, or act on advice that the Customer knows to be harmful, fraudulent, or non-compliant with applicable law;
Upload content that contains malware, exploit code, or material that violates applicable criminal law; or
Use the Service in a manner that causes unreasonable load or that interferes with the availability of the Service to other customers.

5.3

Customer responsibility for uploaded content

The Customer is solely responsible for ensuring that content uploaded to the Service does not infringe third-party rights, violate confidentiality obligations owed to persons outside the Customer's organisation, or otherwise breach applicable law. Obsidia does not review uploaded content for legal compliance.

Section 6

Payment & renewal

6.1

Fees

Subscription fees are set out in the applicable order form or Subscription confirmation. Fees are payable in advance for each subscription period and are non-refundable except as expressly stated in these Terms.

6.2

Renewal

Subscriptions renew automatically at the end of each subscription period unless the Customer provides written notice of non-renewal at least 30 days before the renewal date.

6.3

Price changes

Obsidia may change subscription fees on 60 days' written notice. Price changes take effect at the next renewal date following the notice period.

Section 7

Confidentiality

7.1

Mutual confidentiality

Each party agrees to keep confidential, and not to disclose to any third party, the other party's confidential information — including Customer Data and Obsidia's Platform IP — except as necessary to perform obligations under these Terms, as required by law, or with the other party's written consent.

7.2

Customer Data as Customer-confidential

Obsidia treats all Customer Data, including Customer-Authored Content, as Customer-confidential information. Obsidia's obligations in Section 3 (no training, no staff-read, no product-improvement use) are in addition to, and not in substitution for, this general confidentiality obligation.

7.3

Privacy

Personal information processed through the Service is handled in accordance with the Obsidia Privacy Policy and, where applicable, the Data Processing Addendum. Both documents form part of the agreement between Obsidia and the Customer.

Section 8

Warranties & liability

8.1

Service warranty

Obsidia warrants that it will provide the Service with reasonable skill and care, and in accordance with the service levels set out in the Service Level Agreement. This warranty is the Customer's exclusive remedy for service quality failures, subject to the SLA remedies.

8.2

AI output disclaimer

The Service uses large language models to generate outputs. AI-generated outputs may contain errors, omissions, or inaccuracies. Outputs do not constitute legal, financial, compliance, or professional advice. The Customer is responsible for reviewing and independently verifying all AI-generated outputs before relying on them in professional or regulated contexts.

8.3

Limitation of liability

To the maximum extent permitted by law, Obsidia's aggregate liability to the Customer under or in connection with these Terms is limited to the fees paid by the Customer in the 12 months immediately preceding the event giving rise to the claim. Neither party is liable to the other for indirect, consequential, special, or punitive loss, including lost profits, loss of data, or loss of opportunity, whether arising in contract, tort, or otherwise — except to the extent caused by a party's fraud or wilful misconduct.

8.4

Consumer guarantees

Nothing in these Terms excludes, restricts, or modifies any right or remedy the Customer may have under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) that cannot be excluded, restricted, or modified by agreement.

Section 9

Termination

9.1

Termination for convenience

The Customer may terminate the Subscription at the end of any subscription period by providing written notice at least 30 days before the renewal date. No refund is provided for the unexpired portion of a prepaid subscription period.

9.2

Termination for cause

Either party may terminate these Terms immediately on written notice if the other party materially breaches these Terms and fails to remedy the breach within 14 days of receiving written notice specifying the breach. Obsidia may also suspend or terminate the Customer's access if the Customer's use threatens the security or availability of the Service.

9.3

Effect of termination — Customer Data

On termination or expiry of the Subscription:

The Customer's access to the Service ceases.
Obsidia will make Customer Data (including Customer-Authored Content) available for export for 30 days following termination, after which it will be deleted in accordance with the Privacy Policy and the data retention schedule.
Customer-Authored Content is deleted from Obsidia's systems within the retention periods specified in the Privacy Policy, and in no case later than 90 days after the export period closes.
Obsidia will confirm deletion in writing on request.

Section 10

General

10.1

Governing law

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

10.2

Entire agreement

These Terms, together with the Privacy Policy, the Data Processing Addendum (if applicable), and the applicable order form or Subscription confirmation, constitute the entire agreement between the parties regarding the Service and supersede all prior representations, warranties, and agreements relating to the same subject matter.

10.3

Amendments

Obsidia may amend these Terms from time to time. Obsidia will provide at least 30 days' notice of material amendments. Continued use of the Service after the effective date of any amendment constitutes the Customer's acceptance of the amended Terms.

10.4

Severability

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

10.5

Waiver

A failure or delay by either party in exercising a right under these Terms does not constitute a waiver of that right.

10.6

Changes to this document

The version history and effective date of these Terms are maintained in the Obsidia GitHub repository. Previous versions are available on request from legal@obsidia.com.au.

Questions or bespoke terms?

Enterprise and government customers can negotiate specific clauses, including variations to data handling obligations, extended indemnities, or jurisdiction-specific requirements. Email legal@obsidia.com.au — standard turnaround is 5 business days.

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