Terms of Service

Terms governing access to and use of the Prime ERP website, software, modules, and related services.

These Terms of Service ("Terms") govern your access to and use of Prime ERP, including its website, software platform, ERP modules, integrations, support services, and related functionality (collectively, the "Services").

By accessing or using the Services, you agree to these Terms. If you use the Services for an organization, you represent that you are authorized to accept these Terms on its behalf.

1. The Services

Prime ERP provides business software and related tools that may include modules for operations, finance, inventory, human resources, reporting, customer management, catalogs, integrations, and other functionality made available from time to time. Specific features may depend on the customer's plan, configuration, implementation scope, or separate agreement.

2. Accounts and Authorized Users

• You must provide accurate account and business information.
• You are responsible for safeguarding usernames, passwords, authentication methods, and devices used to access the Services.
• You must promptly notify us of suspected unauthorized access or security incidents affecting your account.
• Administrators are responsible for assigning appropriate roles and permissions to their users.
• You are responsible for activities performed through your account unless caused by a breach attributable to Prime ERP.

3. Customer Data

As between Prime ERP and the customer, the customer retains its rights in business data, records, documents, communications, and other content submitted to the Services ("Customer Data").

You authorize Prime ERP to host, process, transmit, back up, and otherwise use Customer Data as reasonably necessary to provide, secure, support, and improve the Services and to comply with applicable law.

You are responsible for ensuring that Customer Data is collected and used lawfully and that you have all necessary permissions, notices, and consents.

4. Acceptable Use

You must not use the Services to:

• Violate applicable law, regulation, third-party rights, or contractual obligations.
• Send unlawful, deceptive, abusive, harassing, fraudulent, or unauthorized communications.
• Upload malware, attempt unauthorized access, disrupt systems, bypass security controls, or interfere with other users.
• Reverse engineer, copy, resell, sublicense, or exploit the Services except where expressly permitted by written agreement or applicable law.
• Use the Services in a way that creates unreasonable security, operational, or legal risk.
• Use connected messaging services in violation of provider policies, including Meta/WhatsApp policies where applicable.

5. Third-Party Services and Integrations

Prime ERP may connect with third-party products and services, including communication platforms, payment services, hosting providers, or other integrations selected by the customer. Third-party services are governed by their own terms, availability, fees, and privacy practices.

Prime ERP is not responsible for outages, policy changes, restrictions, or actions of third-party providers outside our reasonable control.

6. Fees, Billing, and Taxes

If your use of Prime ERP is subject to fees, the applicable pricing, billing cycle, payment terms, taxes, implementation charges, and renewal terms will be stated in your order, subscription, invoice, proposal, or separate agreement. Unless required by law or otherwise agreed in writing, fees paid are non-refundable.

7. Intellectual Property

Prime ERP and its licensors retain all rights in the Services, software, designs, documentation, trademarks, logos, workflows, and other proprietary materials, excluding Customer Data. No ownership rights are transferred except as expressly stated in writing.

Subject to payment and compliance with these Terms, Prime ERP grants the customer a limited, non-exclusive, non-transferable right to use the Services during the applicable subscription or service period.

8. Confidentiality

Each party may receive confidential information from the other. The receiving party will use reasonable care to protect confidential information and will use it only for purposes related to the Services, except where disclosure is required by law or expressly authorized.

9. Availability, Maintenance, and Changes

We aim to provide reliable Services, but uninterrupted or error-free operation is not guaranteed. Maintenance, upgrades, security actions, third-party outages, internet failures, or events beyond reasonable control may affect availability.

We may modify or improve features over time. Material changes affecting contracted functionality will be handled in accordance with the applicable customer agreement where one exists.

10. Security and Backups

Prime ERP uses reasonable safeguards designed to protect the Services. Customers must maintain appropriate internal controls, user permissions, endpoint security, and backup practices appropriate to their business. Where backup or disaster recovery services are included, their scope is defined by the applicable plan or agreement.

11. Suspension and Termination

We may suspend or restrict access where reasonably necessary to address security threats, unlawful use, material breach, non-payment, provider restrictions, or risk to the Services or other users. Where practicable, notice will be provided.

Upon termination, access may end and Customer Data may be deleted after the applicable retention period, subject to contractual and legal obligations. Customers should export required records before termination where export functionality is available.

12. Disclaimers

Except to the extent expressly stated in a written agreement or required by law, the Services are provided on an "as available" basis. Prime ERP does not warrant that the Services will be uninterrupted, completely error-free, or suitable for every business, legal, accounting, medical, regulatory, or compliance requirement.

Customers remain responsible for professional judgment and for verifying outputs before relying on them for legal, financial, clinical, tax, regulatory, or other high-impact decisions.

13. Limitation of Liability

To the maximum extent permitted by applicable law, Prime ERP will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, goodwill, business opportunity, or data, arising from the Services.

Where liability cannot lawfully be excluded, any limitation will apply only to the extent permitted by law and may be further defined in the applicable customer agreement.

14. Indemnity

To the extent permitted by law, the customer is responsible for claims arising from its unlawful use of the Services, its Customer Data, or its violation of third-party rights, provider policies, or these Terms.

15. Governing Terms and Applicable Law

Any signed proposal, order form, subscription agreement, implementation agreement, or other written contract between Prime ERP and the customer may contain additional or different terms. If there is a conflict, the signed agreement will control for that customer.

These Terms are governed by the laws applicable to the Prime ERP operator's principal place of business, unless a written customer agreement states otherwise.

16. Changes to These Terms

We may update these Terms from time to time. Updated Terms will be posted with a revised effective date. Continued use after the effective date constitutes acceptance to the extent permitted by law.

17. Contact

For this Development/Sandbox deployment, the current operator is Australian Concept Infertility Medical Center (ACIMC).

Questions about these Terms should be sent to the support/contact email listed at the top of this document.