Terms of service

These terms form a binding agreement between you (“Customer”, “you”) and CastNest Inc, a Delaware corporation trading as Orvanta (“Orvanta”, “we”, “us”).

They apply when you use orvantahq.com, download or install Orvanta QBD, or buy a plan. By doing any of those things you accept these terms. If you are accepting on behalf of a company, you confirm you have authority to bind it, and “Customer” means that company.

If we have signed a separate written agreement or order form with you, that document governs to the extent it conflicts with these terms.

Definitions. “Software” means Orvanta QBD, comprising the Orvanta QBD Gateway and Orvanta QBD MCP components and any updates we supply. “Company File” means a single QuickBooks Desktop company file. “Plan” means the tier of Software rights and support you have purchased or activated. “Customer Data” means data in your Company File and any output derived from it.

Subject to these terms and to payment of any applicable fees, Orvanta grants you a non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software on systems you own or control, for your internal business purposes, for the number of Company Files your Plan covers, for the duration of your Plan.

Licences are counted per Company File. If you operate three entities, you need three licences. Your Plan determines whether write features are available in addition to read features.

The Software is licensed, not sold. Orvanta and its licensors retain all right, title and interest in it. Nothing here transfers ownership of any intellectual property to you.

You may not, and may not permit anyone else to:

• resell, rent, lease, sublicense, distribute or make the Software available to third parties, or use it to provide a service bureau or managed service to others, unless we have agreed in writing;
• reverse engineer, decompile or disassemble the Software, or attempt to derive its source code, except to the extent applicable law expressly permits despite this restriction;
• remove, obscure or alter any proprietary notice, or circumvent any licensing, capability or access control in the Software;
• use the Software in breach of your agreement with Intuit, your AI assistant provider, or any applicable law; or
• use the Software to access a Company File you are not authorised to access.

We offer a free read-only Plan for a single Company File. It is provided as-is, carries community support only, and is not covered by any support or response commitment.

We may change, limit or withdraw the free Plan at any time, giving at least 30 days' notice by email or a notice on this website where we hold contact details for you. Section 15 applies to the free Plan with the reduced liability cap stated there.

The Software runs on your infrastructure and under your control. You are responsible for:

• Configuration. Deciding who may connect, what each credential may reach, and — critically — whether write access is enabled.
• Credentials. Keeping API keys, certificates and passwords secure, and revoking them promptly when someone leaves or a device is lost.
• Backups. Maintaining current, tested backups of your Company File. We have no access to your data and cannot restore it.
• Your environment. Windows, QuickBooks Desktop, networking, antivirus and the licences for each.
• Third-party agreements. Complying with your agreements with Intuit and with your AI assistant provider.
• Review. Checking what the Software and any connected assistant did, using the audit log the Software maintains on your machine.

Write access. Enabling write features allows an AI assistant to create, amend or void accounting records in your Company File. That is your decision, made with knowledge of the risk. The Software requires confirmation before committing a change, but confirming is a human act and the resulting entries are yours. You are responsible for reviewing them, for the accuracy of your books, and for any downstream filing based on them.

The Software gives an AI assistant access to data. It does not control the assistant, and we do not supply the assistant. Language models can misread, miscalculate, omit context or state something confidently and wrongly.

Verify anything that matters before you rely on it. Do not treat output as final without checking it against your Company File, particularly for filings, statutory accounts, tax positions, audit responses, payments or any decision with legal or financial consequence.

Nothing produced by the Software or by an assistant connected to it is accounting, tax, audit, legal or investment advice, and neither the Software nor Orvanta is your accountant, auditor or adviser. Orvanta is not responsible for the availability, accuracy, cost or conduct of any third-party AI service, nor for what that provider does with information your assistant sends it — that is governed by your agreement with them.

Fees for paid Plans are those quoted at purchase or in the applicable order form. Unless stated otherwise, they exclude sales tax, VAT, GST and other applicable taxes, which you pay in addition. If you must withhold tax by law, you will gross up so we receive the full amount.

Price changes. We may change fees for a renewal term with at least 30 days' notice before the renewal date. Changes never apply mid-term. If you do not accept a change, you may decline renewal under section 8.

Refunds. Fees are non-refundable except where the law requires otherwise, or where we terminate your Plan for any reason other than your breach, in which case we refund the unused portion of the current term on a pro-rata basis.

Paid Plans run for the term stated at purchase and renew automatically for successive terms of the same length unless either party gives notice not to renew at least 30 days before the end of the current term.

Cancellation. You may cancel at any time, effective at the end of the current term. Cancelling stops future billing; it does not refund the current term.

Termination for cause. Either party may terminate immediately if the other materially breaches these terms and fails to cure within 30 days of written notice, or becomes insolvent or subject to bankruptcy or similar proceedings.

Suspension. We may suspend access to paid features for non-payment after notice, or immediately where use presents a security risk or breaches section 3. We will restore access once the cause is resolved.

Effect of ending. Your licence to use paid features ends, and you must stop using them and remove the Software if we ask. Because the Software runs on your infrastructure, we cannot and do not remotely disable your installation or reach your data — your Company File, logs and configuration stay with you. Sections 3, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20 survive termination.

Support is provided at the level your Plan describes, in English, during our normal business hours. Response targets stated on the pricing page are targets, not guarantees, unless an order form states a binding service level.

We may release updates, fixes and new versions. Some updates are necessary for continued compatibility with QuickBooks Desktop or with AI assistant protocols, and we recommend applying them promptly. We may cease supporting older versions with reasonable notice.

Because the Software runs on your systems, we do not commit to uptime. Availability depends on your hardware, network, Windows environment and QuickBooks itself.

Orvanta retains all rights in the Software, our documentation, this website and our trade marks. You retain all rights in Customer Data; we acquire no interest in it and, as section 12 explains, no access to it.

If you send us feedback, suggestions or feature requests, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or obligation to you. We will not identify you as the source without your permission.

We may refer to you as a customer by name and logo only with your prior written consent, which you may withdraw at any time.

Each party may receive information the other marks confidential or that is obviously confidential in the circumstances. Each will use the other's confidential information only to perform this agreement, protect it with at least reasonable care, and not disclose it except to personnel and advisers bound by equivalent obligations.

These obligations do not apply to information that is public through no fault of the recipient, was already known to it, is independently developed, or is lawfully received from a third party. A party may disclose confidential information where legally compelled, giving the other reasonable prior notice where lawful.

The Software operates entirely on your infrastructure. Orvanta does not access, receive, store or process Customer Data, and has no technical means of doing so. We are therefore not a processor of your Company File data, and no data processing agreement is required in respect of it.

Our handling of personal information you give us — enquiries, account and billing details — is described in our privacy policy, which forms part of these terms.

If you send us Customer Data voluntarily in the course of support, you do so at your own discretion; please remove anything you would not want disclosed, and we will use it only to resolve your issue and delete it when the matter closes.

Each party warrants that it has authority to enter this agreement. We warrant that we will provide support with reasonable skill and care, and that to our knowledge the Software does not contain malicious code intentionally introduced by us.

Except as expressly stated, and to the fullest extent permitted by law, the Software and the website are provided “as is” and “as available”, and Orvanta disclaims all other warranties, whether express, implied or statutory — including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

We do not warrant that the Software will be uninterrupted or error-free, that it will meet your requirements, that it will remain compatible with every past or future version of QuickBooks Desktop or of any AI assistant, or that output obtained through it will be accurate or complete.

Some jurisdictions do not allow the exclusion of certain warranties. Where that is so, the exclusions above apply only to the extent permitted, and you may have rights that this section does not affect.

By Orvanta. We will defend you against a third-party claim that the Software, used in accordance with these terms, infringes that party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. If such a claim arises, we may at our option obtain the right for you to continue using the Software, modify it so it is non-infringing, or terminate the affected licence and refund the unused portion of prepaid fees. This does not apply to claims arising from modification of the Software, combination with anything we did not supply, or use in breach of these terms.

By you. You will defend and indemnify Orvanta against third-party claims arising from your Customer Data, your use of the Software in breach of these terms or applicable law, or entries made in your Company File through the Software.

Each indemnity is conditional on the indemnified party giving prompt notice, allowing the indemnifying party to control the defence, and providing reasonable cooperation.

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill, business opportunity or data, however caused and on any theory of liability, even if advised of the possibility.

Each party's total aggregate liability arising out of or relating to this agreement is limited to the fees you paid or owed to Orvanta in the twelve months immediately before the event giving rise to the claim. Where you use only the free Plan, that cap is one hundred US dollars ($100).

These limits do not apply to:

• your obligation to pay fees due;
• either party's indemnity obligations under section 14;
• breach of section 11 (confidentiality);
• fraud, fraudulent misrepresentation, wilful misconduct, or death or personal injury caused by negligence; or
• any liability that cannot lawfully be limited or excluded.

These limits reflect a deliberate allocation of risk between us and are part of the basis on which the Software is priced, including the free Plan.

QuickBooks and QuickBooks Desktop are trade marks of Intuit Inc. Orvanta is an independent product. We are not affiliated with, endorsed, sponsored or certified by Intuit, and Intuit is not responsible for the Software.

Claude is a trade mark of Anthropic PBC. Any other product names are the property of their owners, used only to identify the products they name.

Your use of QuickBooks Desktop and of any AI assistant is governed by your agreements with those providers. Changes they make to their products may affect the Software, and we are not liable for those changes.

The Software is subject to United States export control and sanctions laws. You confirm you are not located in, and will not use or export the Software to, a country or territory subject to comprehensive US sanctions, and that you are not a person listed on any US government restricted-party list. You will comply with all applicable export and import laws.

This agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising out of or relating to this agreement, and each party submits to their jurisdiction and waives any objection based on venue or inconvenient forum. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Before starting proceedings, each party agrees to raise the dispute in writing and attempt in good faith to resolve it within 30 days.

If you are a consumer resident outside the United States, nothing here deprives you of the protection of mandatory consumer law in your country of residence, or of the right to bring proceedings in your local courts.

Changes to these terms. We may update these terms. For material changes affecting existing customers we will give at least 30 days' notice by email or a prominent notice on the website, and the change takes effect at your next renewal. Continuing to use the Software after that date means you accept the updated terms.

Assignment. You may not assign this agreement without our written consent, except to a successor of substantially all of your business or assets on notice to us. We may assign it to an affiliate or in connection with a merger, acquisition or sale of assets.

Notices. Notices under this agreement are given by email: to you at the address on your account, and to us at legal@orvantahq.com. A notice is deemed received on the next business day after it is sent, provided the sender receives no delivery failure. Each party is responsible for keeping its notice address current.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.

Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.

Entire agreement. These terms, the privacy policy and any order form are the entire agreement between us on this subject and supersede prior discussions. Neither party relies on any statement not set out in them, except for fraudulent misrepresentation.

Severability and waiver. If any provision is held unenforceable, it is modified to the minimum extent necessary and the rest remains in force. Failure to enforce a provision is not a waiver of it.

No third-party beneficiaries. Nobody other than the parties has a right to enforce this agreement.

US government users. The Software is “commercial computer software” under FAR 12.212 and DFARS 227.7202. Government users receive only the rights granted to other end users.

The Software is provided by CastNest Inc, a Delaware corporation, trading as Orvanta. Questions about these terms:

• Legal and contractual: legal@orvantahq.com
• Sales and licensing: sales@orvantahq.com
• General enquiries: hello@orvantahq.com