Last Updated: April 30, 2025

These Enterprise Terms of Service ("Terms") govern your organisation’s use of the ProPrompt Enterprise platform, including ProPrompt AI Agents, licensing, subscription management, and authorised user access. By using the Services, you agree to these legally binding Terms.

1. Definitions

“ProPrompt”: The Australian technology company providing the Services.

“Customer”: The legal entity entering into this Agreement.

“AI Agent”: A ProPrompt-developed generative AI agent available via the platform.

“Agent License”: A paid subscription entitling Customer to deploy a specific AI Agent.

“Seat”: A uniquely assigned user access associated with an Agent License.

“Authorized User”: An individual assigned to a Seat who is permitted to access and use the Services.

“Order”: A commercial agreement or confirmation identifying selected Services, pricing, and subscription terms.

“Customer Content”: Any inputs, prompts, documents, or other data submitted by the Customer or Authorized Users, and any outputs generated from that data.

2. Use of Services

2.1 Access and Availability

ProPrompt will provide access to the Services as outlined in the applicable Order. Services are offered on a subscription basis and may be accessed 24/7 except during planned maintenance or in the case of service interruptions beyond ProPrompt’s control.

2.2 Agent Licenses and Seats

A separate Agent License is required for each deployed AI Agent.

Each License includes a specified number of Seats, assigned through the admin portal.

The Customer is solely responsible for managing Seat assignments.

Each Seat is for a single user only. Sharing one Seat across multiple users is strictly prohibited.

2.3 Admin Control

Customer administrators control subscription management, Seat assignment, cancellation, and feature access.

3. Customer Responsibilities

3.1 Legal and Responsible Use

The Customer agrees to use the Services in accordance with all applicable laws and to ensure Authorized Users do the same.

3.2 Usage Restrictions

The Customer must not:

Reverse engineer, tamper with, or copy any portion of the platform;

Circumvent license restrictions or allow unauthorized access;

Use the Services for deceptive, malicious, or competitive purposes;

Use AI Agents to make legally binding or regulatory decisions without human review.

4. Fees and Payment

4.1 Payment Terms

All fees are defined in the Order and are:

Due as per the agreed billing cycle;

Non-refundable unless otherwise agreed in writing;

Based on the number of Agent Licenses and associated Seats.

4.2 Taxes

Fees are exclusive of applicable sales, VAT, GST, or other taxes. The Customer is responsible for all such taxes, except those based on ProPrompt’s net income.

5. Subscription and Cancellation

5.1 Subscription Control

Subscriptions are managed by the Customer's assigned administrator(s). Access begins upon payment or execution of the Order.

5.2 Cancellation

The Customer may cancel at any time via the admin dashboard. Upon cancellation, access continues until the end of the paid subscription term. No refunds will be issued for early termination.

6. Support and Service Levels

Standard support includes email access during business hours (Mon–Fri, 9am–5pm AEST). Enhanced support tiers or service level commitments may be purchased separately.

7. Data Use and Training

ProPrompt will not use Customer Content to train or improve its AI models unless the Customer explicitly consents in writing.

Customer retains ownership of all inputs and outputs.

8. Acceptable Use

Use must comply with ProPrompt’s Prompt Use Guidelines. You may not:

Use AI Agents to generate hateful, discriminatory, unlawful, or harmful content;

Mislead users or automate impersonation;

Attempt to defeat platform safeguards or moderation filters.

9. Third-Party Integrations

If you choose to connect third-party tools (e.g., Zapier, Microsoft, LinkedIn), you do so at your own risk. ProPrompt is not responsible for performance, data handling, or changes to third-party services.

10. Beta Features and Experiments

From time to time, ProPrompt may offer access to beta agents or features. These are:

Provided on an “as-is” basis;

Subject to change or discontinuation without notice;

Excluded from performance SLAs.

11. Data Portability and Deletion

Upon written request within 30 days of termination, ProPrompt will export Customer Content in a standard format. After 30 days, ProPrompt may permanently delete such content per its data retention policy.

12. Confidentiality

Each party will protect the other’s confidential, non-public information using reasonable care. Confidential information will be used solely to perform obligations under this Agreement. These obligations survive termination.

13. AI Output Disclaimer

The Services generate outputs based on user-provided prompts. The Customer acknowledges:

Outputs may contain inaccuracies or be incomplete;

Outputs do not constitute legal, hiring, compliance, or financial advice;

All outputs must be reviewed before external or internal use.

14. Intellectual Property Rights

All rights in and to the Services, AI Agents, source code, APIs, content libraries, and related documentation remain the exclusive property of ProPrompt. No rights are granted beyond those expressly stated in this Agreement.

15. Feedback

The Customer agrees that any feedback or suggestions provided may be freely used by ProPrompt for any purpose. ProPrompt may use, reproduce, and commercialize feedback without obligation or compensation.

16. Indemnification

The Customer agrees to indemnify and hold harmless ProPrompt and its officers, agents, and affiliates from any claims, liabilities, losses, or damages arising from:

Violation of these Terms;

Misuse of the Services or outputs;

Infringement caused by Customer Content or prompts.

17. Performance Disclaimer

ProPrompt makes no guarantee that outputs will be suitable for any particular purpose, use case, or regulatory requirement. The Services are provided on a best-effort basis and are subject to ongoing improvement.

18. Limitation of Liability

To the fullest extent permitted by law:

Neither party shall be liable for indirect, incidental, or consequential damages;

ProPrompt’s total liability is limited to the amount paid by Customer in the 12 months prior to the claim.

19. Force Majeure

Neither party shall be liable for failure to perform due to causes beyond reasonable control, including natural disasters, war, cyberattacks, utility failures, or government restrictions.

20. Term and Termination

20.1 Term

This Agreement starts on the date of first access or Order execution and continues until terminated.

20.2 Termination for Cause

Either party may terminate this Agreement with 30 days’ notice if the other party materially breaches and fails to cure the breach.

20.3 Post-Termination

Following termination:

Access to Services is revoked;

Customer Content may be exported for 30 days;

Sections relating to IP, liability, and confidentiality will survive.

21. Governing Law

This Agreement is governed by the laws of Australia, and any disputes shall be resolved exclusively in Australian courts.

22. Amendments and Updates

ProPrompt may amend these Terms at any time. Updated Terms will be posted at https://proprompt.store/terms. Continued use of the Services constitutes acceptance.

23. No Waiver and Severability

Failure to enforce any term is not a waiver. If any provision is found invalid or unenforceable, the remainder of the Agreement will remain in effect.

24. Entire Agreement

These Terms, the associated Order, and our Privacy Policy and Prompt Use Guidelines represent the full agreement between the parties, superseding any prior agreements or understandings.

Contact:

📧 For questions or support: [email protected]