1. Acceptance of these Terms
These Terms of Service ("Terms") form a binding agreement between SublimeCare ("SublimeCare", "we", "us") and the partner organisation that accesses the PRISM platform ("Customer", "you"). By creating an account, signing in, or otherwise using PRISM, you agree to these Terms. If you are accepting these Terms on behalf of a partner organisation, you represent that you have authority to bind that organisation.
2. The Service
PRISM is an operations platform provided by SublimeCare to NDIS provider organisations. It includes modules for projects and tasks, forms, surveys, human resources and recruitment, calls and voice, AI-assisted tools, digital marketing, and connected integrations. We may add, modify, or retire features in line with the ordinary course of product development.
3. Accounts and access
Access to PRISM requires authentication with credentials issued by SublimeCare or by an administrator of the Customer's workspace. You are responsible for keeping credentials confidential, for the activity of your authorised users, and for promptly notifying us of any suspected compromise.
4. Acceptable use
You agree that you will not, and you will ensure your authorised users do not:
- Use PRISM in any way that infringes any law, regulation, or third-party right.
- Upload or transmit content that is unlawful, defamatory, or harmful.
- Attempt to circumvent authentication, access controls, or audit logging.
- Reverse engineer the platform, except to the extent permitted by law.
- Use PRISM to send unsolicited communications or to harvest personal information without lawful basis.
- Use connected services (for example, Meta Graph API) in any way that breaches the operator's terms.
5. Customer Data and ownership
"Customer Data" means content the Customer or its authorised users submit to PRISM, including operational records, documents, and Platform Data fetched from third-party services that the Customer has connected. The Customer retains all right, title, and interest in Customer Data. The Customer grants SublimeCare a limited, non-exclusive licence to process Customer Data solely to provide and secure PRISM and to comply with law.
Our handling of personal information within Customer Data is governed by the Privacy Policy.
6. Third-party integrations
PRISM connects to third-party services at the Customer's direction (for example, Meta Facebook and Instagram, Microsoft 365, Google services, Xero, and Twilio through ElevenLabs). The Customer is responsible for ensuring that its use of those services complies with the operator's terms. SublimeCare is not responsible for the availability, accuracy, or behaviour of third-party services.
7. Intellectual property
PRISM, including its software, design, and documentation, is owned by SublimeCare or its licensors. Except for the rights expressly granted in these Terms, no licence is granted under SublimeCare's intellectual property.
8. Confidentiality
Each party will protect the other's confidential information with at least the same care it uses for its own confidential information of like importance, and in any event with no less than reasonable care. This obligation continues for three years after termination of these Terms.
9. Fees
Fees, if any, are set out in a separate order form or subscription agreement between SublimeCare and the Customer. Where no separate agreement exists, access is provided at SublimeCare's discretion.
10. Term and termination
These Terms apply for as long as the Customer accesses PRISM. Either party may terminate for material breach not cured within thirty days of written notice. SublimeCare may suspend access immediately to address a security incident, a suspected breach of section 4, or a legal obligation. On termination, the Customer may export its Customer Data through the platform's standard export features for a period of thirty days, after which SublimeCare may delete the data subject to legal retention obligations.
11. Warranties and disclaimers
SublimeCare warrants that it will provide PRISM with reasonable skill and care. Except as expressly stated in these Terms and to the maximum extent permitted by law, PRISM is provided "as is", and SublimeCare disclaims all other warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Nothing in these Terms excludes or limits any rights the Customer has under the Australian Consumer Law that cannot lawfully be excluded.
12. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, consequential, special, or punitive damages, or for any loss of profits, revenue, goodwill, or data, arising out of or in connection with these Terms. Each party's aggregate liability under these Terms in any twelve-month period will not exceed the fees paid by the Customer to SublimeCare in that period, or, where no fees are payable, one hundred Australian dollars (AUD 100).
13. Indemnity
The Customer will indemnify SublimeCare against third-party claims arising from the Customer's breach of section 4 or from Customer Data, except to the extent caused by SublimeCare's breach of these Terms or by SublimeCare's negligence.
14. Governing law and disputes
These Terms are governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales for any dispute arising out of or in connection with these Terms.
15. Changes to these Terms
We may update these Terms from time to time. Where a change is material, we will give reasonable notice through the platform or by email before it takes effect. Your continued use of PRISM after the effective date of an updated version constitutes acceptance of the updated Terms.
16. Contact
For questions about these Terms, contact us at contact@sublimecare.com.au.