Last Updated: October 18, 2025

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

1. Definitions

“ProPrompt” means ProPrompt Pty Ltd, the Australian company providing the Services.

“Customer” means the legal entity entering into this Agreement.

“AI Agent” means a ProPrompt-developed generative AI agent available on the platform.

“Agent License” means a paid subscription that allows the Customer to deploy a specific AI Agent.

“Seat” means an individual user access associated with an Agent License.

“Authorised User” means a person assigned to a Seat who is permitted to use the Services.

“Order” means the commercial agreement identifying the selected Services, pricing, and subscription terms.

“Customer Content” means all inputs, prompts, documents, or data submitted by the Customer or Authorised Users, and all outputs generated from that data.

2. Use of Services

2.1 Access and Availability

ProPrompt provides access to the Services as described in the applicable Order. Services operate on a subscription basis and are generally available 24 hours a day, subject to maintenance or events outside ProPrompt’s control.

2.2 Agent Licenses and Seats

Each deployed AI Agent requires its own Agent License.

Each License includes a defined number of Seats managed via the admin dashboard.

Each Seat is assigned to one individual and cannot be shared between users.

The Customer is responsible for assigning and managing all Seats.

2.3 Admin Control

Customer administrators control subscription management, Seat assignment, billing, and feature permissions.

3. Customer Responsibilities

3.1 Lawful and Responsible Use

The Customer must use the Services in compliance with all applicable laws and ensure Authorised Users do the same.

3.2 Usage Restrictions

The Customer must not:

Reverse engineer, tamper with, or copy any part of the platform.

Circumvent licensing or security restrictions.

Allow unauthorised access or use by third parties.

Use AI Agents to make hiring, legal, or financial decisions without human oversight.

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

4. Fees and Payment

4.1 Payment Terms

All fees are defined in the Order and are:

Due according to the agreed billing cycle.

Non-refundable unless otherwise agreed in writing.

Based on the number of Agent Licenses and Seats.

4.2 Taxes

All fees exclude applicable taxes such as VAT or GST. The Customer is responsible for paying any such taxes, except those based on ProPrompt’s income.

5. Subscription and Cancellation

5.1 Subscription Control

Subscriptions are managed through the Customer’s administrator account. Access begins once payment is received or the Order is executed.

5.2 Cancellation

The Customer may cancel at any time through the admin dashboard. Access remains active until the end of the paid term. No refunds are issued for early termination.

6. Support and Service Levels

Standard support is available by email during business hours (Monday to Friday, 9am–5pm AEST).

Enhanced service levels or dedicated support tiers can be arranged under a separate agreement.

7. Data Use and Training

ProPrompt will not use Customer Content to train or improve its AI models unless the Customer provides explicit written consent.

Customer retains full ownership of all inputs and outputs.

8. Acceptable Use

Use of the Services must comply with ProPrompt’s Prompt Use Guidelines. The Customer and its users must not:

Generate hateful, discriminatory, unlawful, or harmful content.

Mislead others or automate impersonation.

Attempt to override content filters or security safeguards.

9. Third-Party Integrations

The Customer may connect approved third-party tools at its own discretion. ProPrompt is not responsible for data handling, security, or performance issues arising from third-party integrations.

10. Beta Features and Experiments

ProPrompt may offer early access to beta tools or experimental agents. These are:

Provided “as-is” without guarantees.

Subject to modification or discontinuation.

Excluded from service-level commitments.

11. Data Portability and Deletion

Upon written request within 30 days of termination, ProPrompt will export Customer Content in a standard format. After this period, data may be permanently deleted in accordance with ProPrompt’s data retention policy.

12. Confidentiality

Each party agrees to protect the other’s confidential and non-public information using reasonable care. Confidential information may only be used to perform obligations under this Agreement. This obligation continues after termination.

13. AI Output Disclaimer

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

Outputs may be incomplete or contain inaccuracies.

Outputs do not constitute legal, compliance, or hiring advice.

All outputs must be reviewed by a qualified human before use.

14. Intellectual Property Rights

All rights in the Services, software, documentation, and AI Agents remain the exclusive property of ProPrompt. The Customer receives a limited, non-transferable right to use the Services under these Terms. No additional rights are granted.

15. Feedback

Any feedback, suggestions, or improvement ideas provided by the Customer may be used freely by ProPrompt. Such feedback may be implemented or commercialised without notice or compensation.

16. Indemnification

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

Violation of these Terms.

Misuse of the Services or generated outputs.

Infringement arising from Customer Content or third-party data.

17. Performance Disclaimer

ProPrompt does not guarantee that AI-generated outputs will meet any specific accuracy, suitability, or regulatory standard. The Services are provided on a best-effort basis and are subject to continual improvement.

18. Limitation of Liability

To the extent permitted by law:

Neither party is liable for indirect, incidental, or consequential damages.

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

19. Force Majeure

Neither party will be liable for delay or failure to perform caused by circumstances beyond reasonable control, including natural disasters, cyber incidents, or regulatory actions.

20. Term and Termination

20.1 Term

This Agreement begins 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’ written notice if the other materially breaches and fails to remedy the breach.

20.3 Post-Termination

Upon termination:

Access to Services will cease.

Customer Content may be exported within 30 days upon written request.

Sections on Intellectual Property, Confidentiality, Liability, and Indemnification will survive termination.

21. Governing Law

This Agreement is governed by the laws of Queensland, Australia. Any disputes will be resolved exclusively in the courts of Queensland.

22. Amendments and Updates

ProPrompt may update these Terms from time to time. Updated Terms will be posted at https://proprompt.store/terms. Continued use of the Services constitutes acceptance of the revised version.

23. No Waiver and Severability

Failure to enforce any term does not constitute a waiver. If any part of this Agreement is found unenforceable, the remaining provisions remain in full effect.

24. Entire Agreement

These Terms, together with the applicable Order, Privacy Policy, and Prompt Use Guidelines, represent the complete agreement between the parties and replace any prior agreements or understandings.

Contact

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