Terms and Conditions (T&Cs) for Prosper EX Pty Ltd SaaS Platform: 

1. Definitions:
• “Saas Platform” means the software as a service platform provided by the Company to the User.
• “User” means any individual or entity that uses or accesses the Saas Platform.
• “Agreement” means these Terms and Conditions, the Privacy Policy, and any other additional terms and conditions applicable to the use of the Saas Platform.
• “Company” means the provider of the Saas Platform Prosper EX Pty Ltd.
• “Service” means the services provided by the Saas Platform.

2. Use of the SaaS Platform:
• The User must comply with all applicable laws and regulations in using the Saas Platform.
• The User must not use the Saas Platform to engage in any illegal, fraudulent, or malicious activities.
• The User is responsible for maintaining the confidentiality of their login credentials, and must not share their login information with any third party.
• The User acknowledges that the Saas Platform may be subject to downtime and may not be available at all times.

3. Cost Expectations:
The Prosper EX Platform is a fully configurable cloud-based platform however on rare occasions some implementation or development costs may be incurred by You if:
• software developments are unique to Your Platform; or
• if You request a development on Prosper EXs existing software development roadmap be prioritised.

4. Fees and Payment:
• The customer may pay fees associated with the use of the Saas Platform, as described in the pricing plan
• All fees paid to the company are non-refundable, except as expressly provided in this agreement

4.1 Payment Terms:
• Prosper EX shall invoice in advance annually, bi-annually or in rare instances monthly and you shall pay all Prosper EX invoices within 7 days of the invoice date

4.2 Fee Increases:
•  Except during the first year of this agreement the fees set out in the order form will increase by the Consumer Price Index (QLD) on the 1st January each year.
• The company reserves the right to modify the pricing plan at any time with 30 days written notice to the customer.

5. Intellectual Property:
• The Company retains all right, title, and interest in and to the Saas Platform, including all intellectual property rights.
• The User is granted a limited, non-exclusive, non-transferable license to use the Saas Platform solely for their internal business purposes.
• The User must not copy, modify, distribute, or create derivative works based on the Saas Platform.

6. Data Privacy:
• The Company will collect and process personal information of the User in accordance with the Privacy Policy.
• The User acknowledges and agrees that the Company may use their data to provide the Service, and to improve and develop the SaaS Platform.

7. Termination:
• Either party may terminate this Agreement at any time with or without cause, by providing 60 days written notice to the other party.
• The Company may suspend or terminate the User’s access to the SaaS Platform if the User breaches any of the terms of this Agreement.

8. Indemnification:
• The User agrees to indemnify and hold the Company harmless from any and all claims, damages, liabilities, and expenses arising out of the User’s use of the SaaS Platform.

9. Disclaimer of Warranties:
• The SaaS Platform is provided “as is” and without any warranty of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

10. Limitation of Liability:
• The Company shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the use of the Saas Platform.
• The Company’s total liability to the User for any claims arising out of or in connection with this Agreement shall not exceed the total fees paid by the User to the Company

11. Governing Law and Jurisdiction:
• This Agreement shall be governed by and construed in accordance with QLD laws of jurisdiction.
• Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of the applicable arbitration association.

By using the Saas Platform, the User agrees to be bound by this Agreement. If the User does not agree to the terms of this Agreement, they must not use the Saas Platform.