Legal - Terms and Conditions

---

1. Terms & Conditions
These Terms & Conditions (“Terms”) govern all access to, and use of, the ForesightXL task-pane add-in, its associated web services, application programming interfaces (APIs), documentation, and any related materials (collectively, “ForesightXL” or “Service”) provided by ForesightXL Pty Ltd (ABN 83 695 590 544) (“ForesightXL”, “we”, “our”, “us”). By accessing or using ForesightXL you (“you”, “Client”, “User”) agree to be bound by these Terms and our [Privacy Policy]. If you do not agree, you must not use the Service.

2. Scope of Service

• Trial Tier – We offer a no-charge. Trial access is time-boxed to the shorter of (a) 14 consecutive days or (b) creation of 5 generated forecasts.
• Paid Subscription – Beyond the trial, continued use requires payment of the monthly or annual license fee set out in product checkout. Annual fees are non-cancellable and non-refundable once payment has been made.
• Updates & Availability – We may modify features, release patches, or temporarily suspend the Service for maintenance. We will use reasonable efforts to give advance notice of material changes.

3. License & Intellectual Property

• License Grant – Subject to payment of applicable fees and compliance with these Terms, ForesightXL grants you a non-exclusive, non-transferable, revocable license during the Subscription Term to install and use ForesightXL within Microsoft 365 for your internal business purposes.
• Restrictions – You must not: 

              a) reverse engineer, decompile, or disassemble any component of ForesightXL;

              b) sublicense, sell, rent, lease, or otherwise make ForesightXL available to any third

party except Permitted Users; 

              c) remove proprietary notices or circumvent technical protections.

• IP Ownership – ForesightXL retains all right, title, and interest in ForesightXL, including all enhancements, derivative works, and feedback you provide. No rights are granted other than those expressly stated.
  

4. User Obligations
Permitted Users – You are responsible for all actions of users you invite or authorise.
Client Data – You warrant that you have lawful rights to provide all data, assumptions, and content uploaded to ForesightXL (“Client Data”).

Security – You must keep credentials secure and notify us immediately of any unauthorised access.

5. Model Assumptions & Disclaimers
ForesightXL performs calculations solely on the information and assumptions provided by the Client. ForesightXL Pty Ltd and its employees have not audited, verified, or guaranteed the accuracy, completeness, or suitability of Client Data. Users must independently review and validate all assumptions, calculations, and outputs before relying on them. We accept no liability for decisions made in reliance on the outputs, or for incompatibility of the model with any IT environment outside our reasonable control. Except for obligations owed directly to the contracting Client, third-party reliance is entirely at the third party’s own risk.

6. Confidentiality
Each party must keep confidential all non-public information disclosed by the other that is marked or reasonably understood to be confidential and use it only for the purpose of performing these Terms.

7. Privacy
Our collection, use, disclosure, and storage of personal information is governed by the Privacy Policy and the Australian Privacy Act 1988 (Cth).

8. Limited Warranty & Disclaimer
ForesightXL is provided “as-is” and, to the maximum extent permitted by law, we disclaim all warranties (express, implied, statutory, or otherwise) including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, or that it will meet your requirements.

9. Limitation of Liability

• Exclusion – ForesightXL is not liable for any indirect, special, incidental, or consequential loss, or loss of profits, revenue, data, or goodwill.
• Cap – Our aggregate liability arising out of or related to these Terms is limited to the greater of (a) AUD $1,000 or (b) the fees actually paid by you to ForesightXL in the 12 months preceding the claim.
• Australian Consumer Law – Nothing in these Terms excludes any non-excludable rights you may have under the Competition and Consumer Act 2010 (Cth); our liability for any such right is limited, at our option, to re-supplying the Service or paying the cost of re-supply.

10. Indemnity
You indemnify ForesightXL, its officers, and employees against all claims, damages, and costs arising from (a) your breach of these Terms, (b) Client Data, or (c) your unlawful or negligent use of the Service.

11. Termination
By You – You may terminate at any time by written notice; no refunds are provided for prepaid fees.

By Us – We may suspend or terminate your access immediately if you materially breach these Terms and fail to cure within 14 days of notice.

Effect – On termination, all licences end and you must cease using ForesightXL. Clauses intended to survive (e.g., 3, 5, 6, 8–12) remain in effect.

12. Force Majeure
Neither party is liable for failure to perform caused by events beyond reasonable control (e.g., natural disasters, acts of government, cyber-attacks).

13. Assignment
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign in connection with a merger, acquisition, or sale of assets.

14. Governing Law & Dispute Resolution
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. Prior to litigation, the parties will attempt good-faith negotiation for 30 days and, if unsuccessful, non-binding mediation in Sydney.

15. Changes to Terms
We may update these Terms upon 30 days’ notice by posting the revised version with a new “Last updated” date. Continued use after the effective date constitutes acceptance.

16. Entire Agreement & Severability
These Terms, the MSA (if any), and referenced documents constitute the entire agreement. If any provision is unenforceable, the remaining provisions remain in full force.

Contact Us. If you have any questions about this Agreement, please contact us at contact@foresightxl.com.

Last Updated: 10 February 2026