1. Agreement and order of documents
These Terms form an agreement between Proe Ai Pty Ltd (ABN 55 696 128 631) (Proe, we, us) and the person or organisation using PROE (Customer, you). They apply when you create an account, sign an order or pilot agreement that refers to them, or otherwise use the service.
An order form, pilot agreement or other signed agreement may set out pricing, users, term and additional commitments. The Data Processing Addendum (DPA) forms part of these Terms when Proe processes Personal Information in Customer Data. For data-protection matters, the DPA prevails over these Terms. A signed agreement prevails to the extent it expressly states that it overrides these Terms or the DPA.
2. The service
PROE connects authorised email, messaging, calendar and CRM accounts into a communication workspace. Features may include mailbox mirroring, search, classification, priority ranking, property association, AI-assisted summaries and drafts, provider actions, scheduling, CRM workflows and notifications.
We may improve, modify or discontinue features. We will not materially reduce the core functionality of a paid service during a current committed term without reasonable notice, except where necessary for security, law or a third-party provider change.
3. Accounts and authorised users
You must provide accurate information, keep credentials and devices secure, promptly remove access for people who are no longer authorised, and notify us of suspected account compromise. Accounts are for named users and must not be shared.
You are responsible for your authorised users and activity performed through your accounts, except to the extent caused by Proe's breach of this agreement. PROE is intended for business use by real estate professionals who are at least 18 years old.
4. Connected services
By connecting a third-party account, you instruct Proe to access and operate it within the permissions you approve. You confirm that you are authorised to connect the account and process the information it contains, including Personal Information about correspondents.
Google, Microsoft, WhatsApp/Unipile, Reapit, Agentbox and other connected services remain governed by their own terms. Their availability and functionality are outside Proe's control. You may revoke a connection through PROE or the provider, but doing so may disable related features.
5. AI-assisted features
AI outputs can be inaccurate, incomplete or unsuitable. Classifications, rankings, summaries, drafts, extractions and suggested actions are aids, not professional, legal or financial advice. You must review outputs and remain responsible for communications and decisions made using PROE.
PROE does not autonomously accept or reject offers, allocate housing, enter contracts or send outbound customer communications without a deliberate user action. Where configured, PROE may write an activity note to an already matched CRM contact; contact creation or material enrichment remains subject to the configured human approval.
6. Customer responsibilities
You are responsible for:
- having all rights, notices, consents and lawful authority needed for Customer Data and connected accounts;
- configuring the service appropriately and reviewing AI-assisted outputs and outbound actions;
- complying with privacy, property, employment, record-keeping, consumer and electronic-messaging laws, including the Spam Act 2003 (Cth);
- responding to people exercising rights in relation to information you control; and
- maintaining your own authoritative records where required by law or professional obligations.
7. Acceptable use
You must not use PROE to:
- break the law, infringe rights, deceive, harass, discriminate or facilitate fraud;
- send spam or communications without required consent or an effective opt-out;
- upload malware, probe or bypass security, access another Customer's data, or disrupt the service;
- reverse engineer, scrape, resell or commercially exploit the service except as expressly permitted;
- make a high-impact decision solely from an AI output without appropriate human review; or
- submit information you are not authorised to process.
We may investigate suspected misuse and take proportionate steps to protect Customers, third parties and the service.
8. Customer Data
Customer Data includes information submitted to, stored in, transmitted through or made available to PROE by or for Customer and all customer-specific content and artefacts generated from that information or to deliver Customer's configured features. This includes communications, attachments, CRM records, offers, contacts, calendar data, knowledge files, prompts, outputs, summaries, classifications, priority signals, embeddings, retrieval indexes, account-specific profiles and any customer-specific fine-tuned model or other model artefact. It does not include Service Data that meets section 9.
As between the parties, Customer retains all right, title and interest in Customer Data. Proe acquires no ownership interest. Customer grants Proe a limited, non-exclusive licence to host, copy, transmit, transform and otherwise process Customer Data only as needed to provide, secure, maintain, troubleshoot, support and improve the service for Customer's account or organisation, comply with documented instructions and law, and enforce this agreement.
Neither Proe nor its providers may use Customer Data to train, fine-tune, evaluate, benchmark or otherwise improve any model, dataset, algorithm or feature serving another customer. Proe will not use Customer Data for cross-customer analytics, benchmarks, research, market intelligence, advertising or sale. Our handling of Personal Information is governed by the Privacy Policy and DPA.
9. Service Data and feedback
Service Data means content-free technical and operational information generated through use of PROE, such as device and app details, timestamps, feature events, job metadata, performance, crash and security signals. Service Data excludes Customer content, customer-specific outputs and information derived from either. If technical or operational information contains or derives from Customer Data, it remains Customer Data and is not Service Data.
Proe may use Service Data to secure, operate, measure, support and improve the shared service, provided that use remains subject to the Privacy Policy and does not disclose Customer Confidential Information.
If Customer voluntarily provides feedback or suggestions, Proe may use them for general platform improvement only to the extent they do not contain Customer Data or Customer Confidential Information, or where Customer separately authorises that use. Proe will not identify Customer as the source without permission.
10. Privacy and security
Each party will comply with applicable privacy law. Proe will maintain reasonable technical and organisational safeguards appropriate to the nature of the service and Customer Data, as described in the DPA and Security Centre.
Security issues should be reported privately to alex@proe.ai. Please do not publicly disclose a suspected vulnerability before we have had a reasonable opportunity to investigate and address it.
11. Confidentiality
Each party may receive non-public information that a reasonable person would understand to be confidential (Confidential Information). The receiving party will use it only for this agreement, protect it with reasonable care and disclose it only to personnel and advisers who need it and are bound by confidentiality obligations.
Confidential Information does not include information that is independently developed without use of the other party's information, becomes public without breach, or is lawfully received without a duty of confidence. A legally required disclosure is permitted after advance notice where lawful and reasonable assistance to seek protection.
12. Fees and taxes
Fees, billing frequency and the subscription term are set out in the applicable order or plan. Unless stated otherwise, amounts are in Australian dollars, exclude GST and are non-refundable except where this agreement or law requires otherwise.
For a recurring subscription, renewal and cancellation terms are shown in the order or plan. We may suspend paid access for overdue undisputed amounts after reasonable notice.
13. Proe technology
Proe and its licensors own the service, software, designs, documentation, models, workflows and related intellectual property developed independently of Customer Data. Proe's technology excludes Customer Data and customer-specific derivatives. During the applicable term, Proe grants Customer a limited, non-exclusive, non-transferable right for authorised users to use the service for Customer's internal business operations.
No right is granted to use Proe's name, branding or security materials publicly without permission, except to identify Proe as a service provider.
14. Availability, support and changes
We aim to provide a reliable service but do not promise uninterrupted or error-free operation unless a signed order includes a service level. Maintenance, provider outages, internet conditions and emergency security work may affect availability.
We may deploy fixes and changes continuously. Material support and incident communications will be sent through the contact channels available to us.
15. Trials and pre-release features
A pilot, free trial, beta or pre-release feature may be time-limited, changed or discontinued and may have additional terms in an order or pilot agreement. The confidentiality, privacy, data-protection, security and Customer Data obligations in these Terms and the DPA still apply to trial use.
Unless expressly agreed, trial use does not include an availability commitment or production support service level.
16. Suspension
We may suspend affected access where reasonably necessary to address a security risk, unlawful use, material breach, overdue payment, threat to another Customer or a provider requirement. Where practicable, we will give notice and limit the suspension to the affected account or feature.
17. Termination, export and deletion
Either party may terminate as stated in an order or if the other party materially breaches this agreement and does not remedy the breach within 14 days after notice, unless the breach cannot reasonably be remedied. A Customer may stop a month-to-month service at the end of its current billing period.
Before termination, Customer may request a machine-readable export of Customer Data. Proe will delete Customer Data from active systems within 30 days after termination or a valid deletion instruction, subject to legal retention and protected rolling backups, as described in the DPA.
Accrued payment obligations and provisions intended by their nature to survive termination continue, including confidentiality, intellectual property, liability and data-protection obligations applying to retained information.
18. Third-party services
PROE interoperates with third-party products. Proe is not responsible for a third party's service, content or independent acts, but remains responsible for its own obligations when it appoints a third party as a subprocessor under the DPA.
19. Warranties and Australian Consumer Law
Except for rights and guarantees that cannot lawfully be excluded, the service is provided on an “as available” basis. We do not warrant that every AI output, provider record, classification or suggestion will be accurate or complete.
Nothing in these Terms excludes, restricts or modifies a right, guarantee or remedy under the Australian Consumer Law or another law where doing so would be unlawful. Where permitted, our liability for breach of a non-excludable service guarantee is limited, at our option, to resupplying the affected service or paying the reasonable cost of resupply.
20. Liability
To the maximum extent permitted by law, neither party is liable for indirect, special, incidental or consequential loss, or loss of profit, revenue, goodwill or opportunity, arising from this agreement.
To the maximum extent permitted by law, Proe's aggregate liability arising out of or relating to the service in any 12-month period is limited to the fees paid or payable for the service in that period. This limitation does not apply where liability cannot legally be limited.
21. Indemnity
Customer indemnifies Proe against a third-party claim to the extent it results from Customer's unlawful Customer Data, unauthorised connected account, infringement of third-party rights, or material breach of section 7. Proe must promptly notify Customer, allow reasonable control of the defence and settlement, and provide reasonable cooperation. Customer may not settle a claim in a way that admits fault by Proe or imposes obligations on Proe without consent.
22. Changes to these Terms
We may update these Terms to reflect service, legal or operational changes. We will publish the new version and provide reasonable notice of a material change. A material change will apply at the next renewal or 30 days after notice, whichever is later, unless law or an urgent security issue requires earlier effect. A signed agreement is not amended except as that agreement permits.
23. General
These Terms are governed by the laws of New South Wales, Australia, and the parties submit to the courts of that jurisdiction. Neither party may assign this agreement without the other's consent, not to be unreasonably withheld, except to an affiliate or in connection with a genuine merger, restructure or sale of substantially all relevant assets.
Neither party is liable for delay caused by events beyond its reasonable control, excluding payment obligations. If a provision is unenforceable, it is modified to the minimum extent necessary and the remainder continues. A failure to enforce a right is not a waiver.
Notices may be sent to the account or order-form email address. Questions about these Terms may be sent to alex@proe.ai.