Terms of Service

1. These terms

These Terms of Service ("Terms") are a legal agreement between NovaSQ Pty Ltd (ABN 34 693 165 114, ACN 693 165 114) trading as ProspeQ ("NovaSQ", "we", "us") and the organisation that subscribes to or uses ProspeQ ("Customer", "you"). By creating an account, clicking "I agree", or using ProspeQ, you agree to these Terms. If you accept on behalf of an organisation, you confirm you are authorised to bind it.

These Terms incorporate our Privacy Policy and Acceptable Use Policy.

2. The service

ProspeQ is a B2B sales-intelligence tool that helps you research accounts, score them against your ideal-customer profile, and generate research briefs and outreach drafts. We grant you a non-exclusive, non-transferable right to access and use ProspeQ for your internal business purposes during your subscription, subject to these Terms.

3. Accounts and security

You must provide accurate registration details, keep credentials secure, enable available security features where appropriate, and are responsible for activity under your accounts. Tell us promptly of any suspected unauthorised access at info@prospeq.com.au.

4. Fees, GST, billing and cancellation

• Fees are the subscription fees for your plan, as displayed at sign-up. Displayed prices are inclusive of GST where applicable; we issue tax invoices showing our ABN and the GST component.
• Billing is processed by our payment processor (Stripe). Subscriptions renew automatically each billing period unless cancelled. We will send you a reminder before each automatic renewal.
• Cancellation: you may cancel at any time. Your access continues until the end of the current paid billing period, after which it stops. Fees already paid are non-refundable and we do not provide pro-rata refunds for the unused part of a period, except where a refund is required by law (see clause 10).
• Price changes: we may change fees on at least 30 days' notice before your next renewal.
• Non-payment: we may suspend or terminate access for unpaid fees after reasonable notice.

5. Your data and your responsibilities (important)

• Your content (the companies, contacts, prospects, notes and settings you put into ProspeQ) and the data your organisation imports remain yours. You grant us a licence to host and process it to provide the service.
• You are responsible for your use of prospect information. You confirm that your collection, import and use of personal information about prospects through ProspeQ, and any contact you make with prospects, complies with applicable laws - including the Privacy Act 1988 (Cth) and the Australian Privacy Principles, and electronic-marketing laws including the Spam Act 2003 (Cth) (for example, consent, sender identification and a working unsubscribe in any message you send).
• ProspeQ does not send outreach on your behalf; any sending you do (including through a connected mailbox) is your action and your responsibility.
• You must use ProspeQ in accordance with the Acceptable Use Policy.

6. AI-generated output - no reliance as fact

ProspeQ uses AI to generate research, scores, profiles and draft text. These outputs are automated inferences and opinions, not verified facts, and may be incomplete or incorrect. You must exercise your own judgement and verify anything material before relying on or acting on it. We do not warrant the accuracy, completeness or fitness of AI-generated output, and you are responsible for any decision you make using it.

7. Intellectual property

We and our licensors own ProspeQ, including all software, models, content and trade marks (including the ProspeQ name and logo). These Terms grant you a licence to use the service, not any ownership. You own your content as set out in clause 5. You may give us feedback, which we may use without restriction.

8. Confidentiality

Each party must keep the other's non-public information confidential and use it only to perform or use the service. This does not apply to information that is public, independently known, or required to be disclosed by law.

9. Privacy and security

We handle personal information as described in our Privacy Policy. Where we process personal information on your behalf as your processor, a Data Processing Agreement is available on request - email info@prospeq.com.au. We maintain reasonable security measures as described on our Security page. If an eligible data breach occurs, we will assess it promptly (and in any case within 30 days of becoming aware of it) and, where the Notifiable Data Breaches scheme requires, notify you and the Office of the Australian Information Commissioner as soon as practicable. Where affected individuals (including prospects) cannot reasonably be contacted directly, we may notify by publishing a statement as permitted by the scheme.

10. Consumer guarantees (Australian Consumer Law)

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other law that cannot lawfully be excluded. For a major failure to comply with a consumer guarantee, you are entitled to the remedies the Australian Consumer Law gives you - which may include a refund or terminating the service - and to choose between those remedies; nothing in these Terms confines you to re-supply for a major failure. Where the failure is not a major failure and our liability can lawfully be limited, our liability for it is limited (at our option) to re-supplying the service or paying the cost of re-supply.

11. Warranties and disclaimers

We provide ProspeQ with reasonable care and skill. Except as set out in clause 10 and to the extent permitted by law, ProspeQ is provided "as is", and we do not warrant that it will be uninterrupted, error-free, or that AI output will be accurate. We provide the service on a commercially reasonable-efforts basis and do not offer an uptime or availability service-level guarantee.

12. Liability

Subject to clause 10 and to the extent permitted by law:

• neither party is liable for indirect, special or consequential loss, or loss of profit, revenue or goodwill; and
• except as set out in the Data-breach cap below, our total liability arising out of or in connection with ProspeQ in any 12-month period is limited to the fees you paid us for the service in that period.

Data-breach cap. Despite the general cap above, our total liability for loss arising from a breach of security affecting personal information we hold (yours or prospects') is limited to the greater of (a) the fees you paid us in the prior 12-month period and (b) AUD $50,000.

13. Indemnity

You indemnify us against third-party claims, and the resulting losses and reasonable costs, to the extent they arise from: (a) your breach of these Terms or the Acceptable Use Policy; (b) your unlawful collection, use or disclosure of personal information about prospects or others through ProspeQ; (c) any message or contact you send to a prospect; or (d) your content. This indemnity does not apply to the extent a claim arises from our own breach or negligence, and - except for your obligations under (b) and (c), which reflect your own legal duties - is subject to the liability limits in clause 12.

14. Suspension and termination

We may suspend or terminate access if you materially breach these Terms (including the Acceptable Use Policy), for non-payment, or where required by law or to protect the service or others. You may stop using ProspeQ and cancel at any time (clause 4). On termination, your right to use ProspeQ ends; we handle your data as set out in the Privacy Policy.

15. Changes to these Terms

We may update these Terms. We will give at least 30 days' notice of material changes (by email or in-app). Continuing to use ProspeQ after changes take effect means you accept them. If a change is materially adverse to you, you may cancel before it takes effect; your access then continues until the end of your current paid billing period and no refund is payable (consistent with clause 4).

16. Governing law

These Terms are governed by the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Victoria.

17. General

These Terms (with the documents they incorporate) are the entire agreement between the parties. If a clause is unenforceable, the rest continues. A failure to enforce a right is not a waiver. You may not assign these Terms without our consent; we may assign to a successor of the business. Notices to us go to info@prospeq.com.au.

NovaSQ Pty Ltd (ABN 34 693 165 114) trading as ProspeQ · Office 3959, Ground Floor, 470 St Kilda Road, Melbourne VIC 3004, Australia · info@prospeq.com.au