Terms of Service

1. Agreement

By creating an account, completing checkout, or otherwise using the Service, you represent that you have authority to bind the firm or business on whose behalf you are acting and you agree to these terms. If you do not agree, do not use the Service.

2. What the Service is — and is not

Review Copilot is a software-as-a-service application that connects to Xero (read-only), computes risk and trend metrics, and surfaces a ranked review for partners. It includes a natural-language assistant ("Saris") that answers questions about your client portfolio with citations to public regulatory sources.

The Service is a decision-support tool. It does not constitute, and must not be relied upon as a substitute for:

• Tax agent services (within the meaning of the Tax Agent Services Act 2009 (Cth)).
• BAS agent services.
• Audit, assurance, or financial reporting opinions.
• Legal advice.

Final professional responsibility for any decision made or advice given to your firm's clients rests with the registered tax agent, BAS agent, or other appropriately qualified professional within your firm. Saris's outputs are observations to verify, not directives to act on.

3. Eligibility

You must be at least 18 years old, authorised to access the Xero client files you connect, and (where applicable) authorised by your firm to commit it to a subscription. The Service is intended for Australian-based users; we do not currently warrant suitability for non-AU jurisdictions.

4. Your account and team access

You are responsible for:

• Keeping login credentials confidential and using two-factor authentication where available.
• All activity under your account, including by team members you invite.
• Ensuring each invited team member is authorised to view the client data they will see.
• Removing team members promptly when their authorisation ends.
• Notifying us immediately of any suspected unauthorised access.

5. Acceptable use

You agree not to:

• Share credentials with unauthorised parties.
• Use the Service for any unlawful purpose, or in breach of client confidentiality obligations including those under TPB Code item 6.
• Reverse engineer, decompile, or attempt to extract source code or model weights.
• Resell or white-label the Service without our written permission.
• Submit prompts to Saris designed to extract or reconstruct another firm's data, manipulate the model into producing illegal outputs, or test for vulnerabilities outside an authorised programme.
• Use the Service to create a competing product.

6. AI assistant — important limitations

Saris is built on large language models and retrieval over a curated corpus of public Australian regulatory and industry sources. Despite our quality controls, you must understand and accept the following before relying on its outputs:

• Outputs may be incorrect. Generative models can produce plausible-sounding but incorrect statements. Verify any factual claim against the cited source before relying on it.
• Citations indicate retrieval, not endorsement. A URL appearing under "Reference" means we retrieved that source as relevant; the source's accuracy and currency is the source's, not ours.
• Currency lag. Our regulatory corpus is updated daily but is not real-time. Recent legislative changes may not yet be reflected.
• Advice prohibition. Saris will not (and is instructed not to) issue tax, BAS, audit, or legal advice. If you ask Saris a question that calls for advice, expect Saris to redirect you to the appropriate authority.
• No reliance for client lodgement. Do not lodge BAS, returns, or other compliance instruments based on Saris output without independent verification by a qualified professional in your firm.
• Sub-processor disclosure. Your prompts and the relevant aggregate metrics are transmitted to Anthropic PBC's API in the United States to generate responses. See the Privacy Policy section 5 for details.

Your use of Saris is at your professional judgement. You agree to apply the same diligence to its outputs as you would to a junior team member's draft work.

7. Data ownership and licence

• You retain ownership of all client data accessed through Xero.
• We retain ownership of the Service, the algorithms, the report templates, the regulatory corpus, the Saris model integration, and any anonymised aggregate statistics derived across our customer base.
• You grant us a limited, non-exclusive, royalty-free licence to receive, store, process, and analyse your data solely to provide the Service. This licence is co-terminous with your subscription except for retention requirements set out in our Privacy Policy.
• We may use anonymised, aggregated metrics (which cannot identify any firm or client) to publish industry benchmarks, and to improve the Service. We do not use individual client data, prompts, or responses to train any third-party model.

8. Sub-processors

The Service relies on sub-processors set out in our Privacy Policy. We will give you 30 days' notice before adding a new sub-processor that materially changes data flows. Continued use after notice constitutes acceptance.

9. Tax Practitioners Board awareness

If you are a registered tax agent, BAS agent or tax (financial) adviser, you remain bound by the TPB Code of Professional Conduct. You acknowledge that:

• Disclosing client data to us as a SaaS sub-processor requires the client's permission under TPB Code item 6, typically captured in your engagement letter.
• Your obligation under TPB Code item 7-10 to provide tax agent services competently and to take reasonable care is not delegated to us by your use of the Service.
• Your professional indemnity insurance under TPB Code item 13 should extend to your use of tech-assisted services; we do not provide indemnity for your engagements.
• Saris does not respond on your behalf to ATO requests or directions (TPB Code item 14).

10. Payment

• Subscription fees are charged monthly in advance via our payment processor.
• All prices are in Australian dollars exclusive of GST. GST is added where applicable.
• The first 14 days of any new subscription are free. After the trial we charge the subscription fee unless you cancel.
• You may cancel anytime from the in-app billing portal or by contacting us; you remain responsible for fees accrued up to cancellation. We do not pro-rate refunds for partial months.
• We may change pricing with 30 days' written notice. Existing subscribers retain their pricing until the next renewal cycle that follows the notice period.

11. Service availability

We aim for 99.0% monthly uptime measured against scheduled maintenance windows. Planned maintenance will be notified at least 48 hours in advance where reasonably possible. We do not warrant that the Service will be uninterrupted or error-free; sections 12 and 13 govern your remedies.

12. Consumer Law and warranties

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)). These include guarantees that services will be:

• rendered with due care and skill (s60);
• reasonably fit for any disclosed purpose (s61);
• provided within a reasonable time (s62).

For major failures with the Service, you are entitled to cancel your subscription and obtain a refund for the unused portion. For minor failures, we will (at our option) re-perform the affected service or compensate you for the cost of having the service re-performed elsewhere.

Subject to those non-excludable consumer guarantees, the Service is provided "as is". We do not warrant that the Service will identify every risk in client data, that Saris will produce correct outputs in every case, or that the Service will be available without interruption.

13. Limitation of liability

Subject to section 12, and to the extent permitted by section 64A and other provisions of the Australian Consumer Law, our total liability to you in any 12-month period (whether in contract, tort including negligence, statute or otherwise) is limited at our option to:

1. re-supply of the affected services; or
2. payment of the cost of re-supply by another party; or
3. a refund of the fees you paid us during that 12-month period.

To the maximum extent permitted by law, we are not liable for: (a) loss of profits, revenue, business opportunity, anticipated savings, goodwill or reputation; (b) loss or corruption of data not caused by our negligence; (c) any indirect, special or consequential damages; or (d) any loss arising from third-party services (Xero, Anthropic, AWS, Stripe etc.) over which we have no control.

14. Indemnity

You agree to indemnify us against claims, losses, and reasonable costs (including legal costs on an indemnity basis) arising from: (a) your breach of these terms; (b) misuse of the Service by you or anyone using your account; (c) your or your invited team members' breach of TPB Code obligations or other professional duties; (d) any claim by a client of your firm that arises because the firm did not obtain adequate authorisation before granting us access to their data.

15. Termination

Either party may terminate at any time. Upon termination:

• We stop running scans on your Xero tenants within 24 hours.
• Your data is retained for 30 days then deleted, unless you request immediate deletion or unless we are legally required to retain it (see Privacy Policy section 7).
• You may export your data via the in-app export function at any time before deletion.
• Sections 6, 7, 12, 13, 14, 16 and 17 survive termination.

We may suspend or terminate your account immediately for serious breach (e.g., security violation, non-payment after notice, illegal use), with notice to your registered email address.

16. Changes to these terms

We may update these terms. We will notify you by email at least 30 days before material changes take effect. Continued use after that period constitutes acceptance. Historical versions are available on request.

17. Governing law and jurisdiction

These terms are governed by the laws of New South Wales, Australia. Disputes are subject to the exclusive jurisdiction of the courts of New South Wales and the federal courts of Australia.

18. Contact

Micleah Pty Ltd
ABN 57 616 879 924
Australia
Email: [email protected]

These terms are drafted in good faith with reference to the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)), the Privacy Act 1988 (Cth), and the Tax Practitioners Board Code of Professional Conduct as in force on the "last updated" date above. They are not a substitute for tailored legal advice; we recommend any firm subscribing for the first time review them with their own legal adviser.