Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") bind you to Ensemble Solutions Pty Ltd (ABN 41 650 430 765) ("Ensemble Solutions", "Prime AI", "we", "us", "our"), which operates the Prime AI platform. By accessing the Prime AI website or application, or by accepting an order or plan ("Order"), you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (together, the "Agreement"). If you are using the Services on behalf of an organisation, you confirm you have authority to bind that organisation, and "you" refers to that organisation.

If you do not agree to this Agreement, you must not access or use the Services.

2. Description of Services

Prime AI allows organisations to connect their operational systems (accounting, e-commerce, warehouse and other data sources), standardise the resulting data against a common set of business concepts, run AI-assisted analysis via specialist agents, generate governed findings and recommended actions, and coordinate the resulting work with named owners, approvals and follow-up checks. The specific capabilities, connectors and specialists available to you depend on your plan tier, as set out in your Order. We reserve the right to modify, suspend or discontinue any aspect of the Services at any time, with reasonable notice where the change is material.

3. Account Registration & Security

You must provide accurate registration information and keep it current. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account, and must notify us promptly of any suspected unauthorised access. You must be at least 18 years old to create an account. You must not share accounts between individuals or create automated (bot) access to the Services without our prior written consent. We may suspend or terminate accounts that violate this Agreement.

4. AI Technology & Data Usage

Your operational data is never used to train, fine-tune, or improve any third-party AI model. AI-assisted features are provided through our own gateway infrastructure, which calls third-party model providers — currently OpenAI and Anthropic, and in some configurations Google — under commercial API terms. Under those terms, data submitted through the Services is not used to train or improve the provider's models, and inputs are not retained by the provider for model-development purposes beyond a limited window (typically around 30 days) that those providers use for abuse monitoring.

AI-generated findings are produced using governed, evidence-linked logic and are presented with confidence scores and source evidence so they can be checked. They are tools to assist your team's own analysis and decision-making, and should not be treated as the sole basis for an operational or commercial decision — you remain responsible for reviewing and approving any resulting action.

5. Your Data

"Your Data" means the operational data, files, connections and other content you or your connected systems submit to the Services, including data made available through connectors such as Xero, QuickBooks Online, MYOB, Shopify, Microsoft or Google, the Prime Data Gateway, or direct file upload. As between you and us, you retain all right, title and interest in Your Data.

You grant us a limited, non-exclusive licence to access, process, store and display Your Data solely as necessary to provide, secure, support and improve the Services for you, and as described in our Privacy Policy. We access third-party systems you connect only as your agent, using the access you authorise, to retrieve and process Your Data on your behalf — we do not sell that access or use it for our own independent purposes. You are responsible for ensuring you have the necessary rights and permissions to connect a third-party system or upload data, and for the accuracy of Your Data.

6. Acceptable Use Policy

You must not, and must ensure your users do not:

• use the Services for any unlawful purpose, or in a way that infringes any person's intellectual property, privacy or other rights;
• use the Services to make decisions that unlawfully discriminate against any person on the basis of a protected characteristic, or otherwise violate applicable employment, consumer-protection or anti-discrimination legislation;
• upload fraudulent, unlawfully obtained, or knowingly inaccurate data;
• attempt to gain unauthorised access to the Services or related systems, or scrape, crawl or reverse-engineer the Services other than through the interfaces we provide;
• upload malicious code, or use the Services to send unsolicited bulk communications;
• impersonate any person or entity; or
• resell, sublicense or provide access to the Services to anyone outside your own organisation without our prior written consent.

Violations of this policy may result in immediate suspension or termination of your account without refund.

7. Intellectual Property

Ensemble Solutions and its licensors own all intellectual property rights in the Services, including the Prime AI name, logo, software, algorithms, specialist definitions, governance framework and documentation. Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable licence to access and use the Services during your subscription term for your internal business purposes. Nothing in this Agreement transfers ownership of the Services to you. You retain ownership of Your Data, and grant us only the limited licence described in clause 5 to process it. Feedback you voluntarily provide about the Services may be used by us without restriction or compensation to you.

8. Privacy & Data

Our Privacy Policy is incorporated into this Agreement by reference and governs our collection and handling of personal information. Where Your Data includes personal information about your own staff, drivers, customers or suppliers, you act as the data controller for that information, and we act as your processor. You are responsible for ensuring you have a lawful basis to process that information and for providing appropriate privacy notices to the individuals concerned.

9. Subscription, Billing & Plan Changes

Subscription fees are stated in your Order or at checkout in the currency displayed at the time of purchase, exclusive of GST (added at checkout for Australian customers) and any other applicable taxes unless expressly stated otherwise. Subscriptions are billed in advance for the billing period stated in your Order via our payment processor, Stripe, and automatically renew for successive billing periods unless cancelled before the renewal date.

Upgrades. If you upgrade to a higher-priced plan during a billing period, the upgrade may take effect immediately. We may charge the prorated difference between your existing plan and the upgraded plan for the remainder of the current billing period. Where an additional payment is required, the upgraded features, entitlements and limits will become available only after that payment has been successfully processed. Future renewals will be charged at the then-applicable price of the upgraded plan.

Downgrades. A downgrade to a lower-priced plan will ordinarily take effect at the end of your current paid billing period. Until that time, you retain access to your existing plan. No refund or credit is provided for the unused portion of a current billing period solely because you request a downgrade. From the effective date, the features, limits and entitlements of the downgraded plan will apply.

Cancellation. Cancelling a subscription stops it from renewing. Unless you choose to close your Company Account immediately as described in clause 13 (Account Closure), you may continue using your paid plan until the end of the billing period for which you have already paid.

Except where required by applicable law, including the Australian Consumer Law, subscription fees already paid are non-refundable and we do not provide refunds or credits for partially used billing periods.

If your usage approaches a limit in your Order (such as connected companies, datasets or monthly AI requests), we will provide a warning as you approach the limit, and usage beyond the limit may be billed as an overage at our then-published rates or as set out in your Order.

10. Limitation of Liability

To the fullest extent permitted by law, our aggregate liability arising out of or in connection with this Agreement is limited to the amount you paid us in the 12 months immediately preceding the event giving rise to the claim. Neither party will be liable for indirect, consequential or punitive damages, including loss of revenue, loss of profits, loss of data, or business interruption, even if advised of the possibility of such loss. The Services are provided "as is" and "as available", without warranty of uninterrupted or error-free operation, and AI-generated assessments and findings are provided without warranty as to their accuracy, fitness for purpose, or completeness.

Nothing in this Agreement excludes any consumer guarantee or other right under the Australian Consumer Law that cannot lawfully be excluded, and these exclusions do not apply to death, personal injury caused by negligence, or fraud.

11. Indemnification

You agree to indemnify and hold Ensemble Solutions harmless against any claims, losses, liabilities and reasonable costs (including legal costs) arising out of or relating to your breach of this Agreement, your violation of applicable law, Your Data infringing the rights of a third party, or a decision made by you or your organisation based on an AI-generated finding or recommendation, except to the extent caused by our own breach of this Agreement.

12. Termination

Either party may terminate this Agreement at the end of the current subscription term by giving notice in accordance with your Order. We may suspend access immediately, without notice, for a material breach of this Agreement or suspected fraudulent activity. Upon termination, you may export Your Data within 30 days; after that period, we may delete account data in the ordinary course, except where we are required to retain it for legal reasons (for example, billing records retained for 7 years). Provisions of this Agreement that by their nature should survive termination will survive, including intellectual property, confidentiality, indemnification, limitation of liability, and governing law.

13. Account Closure

An authorised Company Account owner may permanently close the Company Account using the account closure function in the Services.

Closing a Company Account takes effect immediately. All users associated with that Company Account will lose access, and any active subscription associated with the account will be cancelled.

If you choose to close your Company Account before the end of a prepaid billing period, you voluntarily give up access to the unused portion of that period. Except where required by applicable law, no refund or account credit will be provided for that unused period.

Company Account closure is irreversible from the customer's self-service interface. You should export any information you wish to retain before confirming closure.

Data associated with a closed Company Account will be retained and deleted in accordance with our Privacy Policy and applicable legal, taxation, accounting, fraud-prevention, security and audit retention requirements. Billing and transaction records may be retained for the period required by applicable law.

14. Governing Law

This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia, without regard to conflict-of-law principles. Both parties submit to the exclusive jurisdiction of the courts of New South Wales for any dispute arising under this Agreement. For US-based customers: nothing in this Agreement limits any right you may have under applicable US federal or state consumer protection laws.

15. Dispute Resolution

Before initiating formal legal proceedings, you agree to contact us in writing to attempt to resolve any dispute informally. We will respond within 15 business days and use good-faith efforts to resolve the matter. If a dispute cannot be resolved informally within 30 days, either party may refer it to mediation administered by the Australian Disputes Centre (ADC) before commencing litigation.

16. Amendments

We may update this Agreement from time to time to reflect changes to the Services, legal requirements, or our business practices. We will provide notice of material changes by email to your registered address and/or by a prominent notice within the application, at least 14 days before the changes take effect. Your continued use of the Services after the effective date of a change constitutes your acceptance of the updated Agreement; if you do not agree, you must stop using the Services before that date.

17. Contact Information

For questions about these Terms, please contact: