Terms & Conditions

1.Acceptance of Terms

These Terms & Conditions ("Terms") govern your access to and use of the ProPera Online security operations platform ("the Service") operated by ProPera Online ("we", "us", "our"). By creating an account, accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy and Trust & Safety pages. If you do not agree, do not use the Service.

If you are using the Service on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" means the organisation.

2.Definitions

• Account means the registered user account and any associated workspace or tenant.
• Customer Data means all data, content, configuration and credentials you submit to or store in the Service.
• Platform Data means data we generate from the Service, including aggregated, anonymised analytics and threat intelligence.
• Connected Services means third-party services you connect to the Service (for example Microsoft Entra ID, Defender for Endpoint, Microsoft Sentinel, Intune).
• User means any individual authorised by you to access the Service under your account.

3.Accounts & Security

• You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.
• You must notify us immediately of any unauthorised use or security breach affecting your account by emailing info@propera.online.
• You will ensure each User has a unique identity and is granted access on a least-privilege basis using the role-based access controls the Service provides.
• We may suspend access to an account that we reasonably believe has been compromised or is being used in breach of these Terms, and will notify you promptly.
• You must be at least 18 years old to use the Service, or the age of majority in your jurisdiction.

4.License & Acceptable Use

Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the ProPera Online security operations platform for your internal business purposes during the term.

You agree not to, and not to permit others to:

• reverse engineer, decompile or attempt to derive the source code of the Service;
• resell, sublicense, rent or timeshare the Service, except under a written reseller agreement with us;
• use the Service to process data in violation of any law, regulation or third-party right;
• attempt to gain unauthorised access to the Service, other accounts, or any systems or networks connected to it;
• use the Service to launch or facilitate attacks, malware, phishing, fraud or other unlawful activity;
• upload or store malicious code through the Service;
• interfere with or disrupt the integrity, performance or availability of the Service.

5.Your Data

You retain all right, title and interest in and to your Customer Data. We act as a processor (or service provider) of Customer Data and only use it to provide, maintain and improve the Service, to comply with law, or as otherwise instructed by you.

We will not sell Customer Data. We will not use Customer Data for advertising. Aggregated and anonymised Platform Data (which cannot identify you or your users) may be used to improve the Service and for threat-intelligence purposes.

You are responsible for the lawfulness of your Customer Data and for ensuring you have the rights and consents required to process it through the Service, including any data collected from Connected Services.

On termination, and at your request, we will export or delete your Customer Data in accordance with the retention provisions in our Privacy Policy.

6.Data Protection & GDPR

Where the GDPR, UK GDPR, CCPA/CPRA or other applicable data-protection law applies to you:

• We act as a processor (or service provider) of your Customer Data, and you are the controller (or a processor acting on behalf of a controller). We process Customer Data only on your documented instructions and only for the purposes of providing the Service.
• We will enter into our Data Processing Agreement (DPA) with you on request - it incorporates the EU Standard Contractual Clauses and UK IDTA/Addendum where required. See our Privacy Policy.
• We assist you with data-subject rights requests, maintain records of processing, and support your accountability obligations, including by providing audit logs and evidence of our controls.
• We notify you without undue delay of any personal-data breach affecting your Customer Data, in line with our breach-notification commitments in the Privacy Policy.
• You are responsible for ensuring you have a lawful basis and the necessary notices and consents to process the personal data you submit to the Service, including data collected from your Connected Services.

7.Our Security Obligations

We maintain a documented security programme covering administrative, technical and physical safeguards for the Service, including:

• encryption of data in transit (TLS 1.2+) and at rest;
• role-based access control and least-privilege administration;
• multi-factor authentication support for all platform accounts;
• immutable audit logging of security-relevant events;
• regular vulnerability scanning, dependency review and security testing;
• incident response and breach notification procedures.

Details of our security commitments are published on our Trust & Safety page. If you are subject to a regulated framework (for example SOC 2, ISO 27001, NZISM, IRAP), we will provide reasonable evidence of our controls on request, subject to confidentiality.

8.Fees & Payment

• Fees are quoted per plan as published on the Pricing page and are exclusive of taxes unless stated otherwise.
• Fees are payable in advance on the billing cycle you select. You authorise us (or our payment processor) to charge the payment method on file.
• If payment is not received when due, we may suspend the Service after notice, without terminating these Terms.
• Unless required by law, fees are non-refundable. We do not provide refunds for partial billing periods.
• We may change pricing prospectively for renewal periods with at least 30 days notice. Price changes do not affect your current paid period.
• Government, public-sector and large-enterprise deployments (the Unlimited plan) may be subject to bespoke commercial terms agreed in writing.

9.Intellectual Property

As between you and us, we own all right, title and interest in and to the Service, including its software, documentation, branding, and all Platform Data derived from the Service. Nothing in these Terms transfers ownership of our intellectual property to you.

We welcome feedback. If you provide suggestions or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or obligation to you.

10.Confidentiality

Each party may receive confidential information of the other in connection with these Terms. The receiving party will protect it with at least the same care it uses for its own confidential information, and will use it only to perform its obligations under these Terms. This obligation does not apply to information that is public, already known, independently developed, or required to be disclosed by law.

Customer Data, access credentials and audit logs are confidential information of the customer and are never disclosed except as required to provide the Service or by law.

11.Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY AND AVAILABILITY.

The Service automates security operations. It detects, investigates and responds to events in your environment, but no security product can guarantee the prevention or detection of every attack. You remain responsible for your security posture, for validating automated actions before they take effect, and for the decisions you make based on Service output.

12.Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE.
• EXCEPT FOR (A) YOUR BREACH OF THE ACCEPTABLE USE PROVISIONS, (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, OR (C) EITHER PARTY'S BREACH OF CONFIDENTIALITY, EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS IS LIMITED TO THE AMOUNTS YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• WE ARE NOT LIABLE FOR LOSSES OR DAMAGE CAUSED BY EVENTS OUTSIDE OUR REASONABLE CONTROL, INCLUDING FAILURES OF CONNECTED SERVICES, INTERNET OUTAGES, OR ACTIONS OF THIRD-PARTY PROVIDERS.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, gross negligence or wilful misconduct.

13.Indemnification

You agree to defend, indemnify and hold harmless ProPera Online, its affiliates, officers, directors, employees and agents from and against any claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or in connection with:

• your use of the Service, including any Customer Data you upload or process;
• your breach of these Terms; or
• your violation of any law or the rights of any third party.

We will notify you promptly of any claim and reasonably cooperate at your expense. You may not settle any claim that admits liability on our part without our prior written consent.

14.Term & Termination

• These Terms commence when you create an account and continue until your subscription term expires or either party terminates in accordance with this section.
• Either party may terminate for convenience on written notice with effect from the end of the current billing period.
• We may terminate or suspend your access immediately if you materially breach these Terms (including the acceptable use provisions) and fail to remedy the breach within 7 days of notice, or if we are required to do so by law.
• On termination you must stop using the Service. You may export your Customer Data before termination; after termination we will delete Customer Data in line with our Privacy Policy.
• Sections that by their nature survive termination (including IP, confidentiality, disclaimers, limitation of liability, indemnification and governing law) remain in force.

15.Availability & Support

We aim to maintain high availability for the Service but do not guarantee uninterrupted or error-free operation. Planned maintenance will be scheduled where practicable and communicated in advance.

Support is provided as described on the Pricing page for your plan. Priority support channels are available on paid plans. We will respond to support requests within the response times published for your plan.

If a paid plan includes a service level agreement (SLA), the SLA commitments, service credits and claim process are described in the plan documentation provided with your subscription.

16.Export & Sanctions

You may not use the Service in, or export or re-export it to, any country or territory subject to comprehensive sanctions administered by the United Nations, the United States, the European Union, the United Kingdom, Australia or New Zealand, unless authorised. You represent that you are not located in or a national of a sanctioned jurisdiction and are not on any applicable denied-party or sanctions list.

17.Governing Law

These Terms are governed by the laws of New Zealand, without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the courts of New Zealand for any disputes arising under these Terms, except that either party may seek injunctive relief in any jurisdiction where the other party operates.

If you are a government or public-sector customer in another jurisdiction, we will work with you to agree appropriate governing law and dispute-resolution provisions.

18.Changes to These Terms

We may update these Terms from time to time. Material changes will be notified to you by email or through the Service at least 14 days before they take effect, and the "Last updated" date above will be revised. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms. If you do not agree, you may terminate your subscription before the changes take effect.

19.General Provisions

• These Terms, together with the Privacy Policy and Trust & Safety page, are the entire agreement between you and us regarding the Service.
• If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
• Our failure to enforce a provision is not a waiver of our right to enforce it later.
• You may not assign these Terms without our prior written consent; we may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.
• Nothing in these Terms creates a partnership, agency or employment relationship.

20.Contact

Questions about these Terms can be sent to info@propera.online. We aim to respond within two business days.