Terms of Service

Last updated: [INSERT DATE ON PUBLISH] · Governing law: [INSERT STATE], Australia

Before you rely on this document: this is a solid working draft, written to give the platform real, standard protections — it is not yet reviewed by a lawyer. Have it reviewed (a fixed-price review at LegalVision or Lawpath is the fastest path) before treating it as final, and fill in every [bracketed] field with your real details first.

1. Who this agreement is between

These Terms of Service ("Terms") are a legal agreement between [Pratham Technologies Pty Ltd, ACN/ABN: INSERT] ("PrathamAI", "we", "us", "our"), the operator of this autonomous ecommerce platform, and you, the person or business creating an account ("you", "your", "Customer"). By registering, subscribing, or using the platform, you agree to these Terms.

2. What the platform is — and what it is not

PrathamAI provisions and operates software (including AI agents) that helps you source products, price them, publish listings, run marketing, and manage orders for your own ecommerce store. You own and operate your business. PrathamAI is a software tool your business uses — it is not your business partner, employee, co-owner, financial advisor, tax advisor, or legal advisor, and nothing in these Terms creates a partnership, joint venture, agency, or fiduciary relationship between you and PrathamAI.

3. AI-driven actions — your responsibility, not a guarantee

This section exists because it matters more than any other: the platform's AI agents can source products, set prices, publish content, and (depending on the autonomy mode you choose) take these actions without you reviewing each one first. Every decision the AI makes is made on your behalf, for your business, and you are responsible for it — exactly as if you had made that decision yourself.

The platform's AI outputs (pricing, product selection, marketing copy, supplier choices, and any other automated decision) are provided on an "as is" and "as available" basis, with no guarantee of accuracy, profitability, legality in your jurisdiction, or fitness for any particular purpose.
You are solely responsible for reviewing (where your autonomy setting allows manual review) and for the consequences of every action taken on your store, whether by you or by the AI acting under the autonomy mode you selected.
You are responsible for ensuring products you sell, prices you charge, and claims you (or the AI on your behalf) make comply with all laws applicable to your business, including the Australian Consumer Law where applicable, consumer protection law in any other country you sell into, product safety standards, advertising standards, and tax obligations.
Choosing a higher autonomy mode (where the AI acts with less human review) increases your exposure to the risk in this section — that is a trade-off you make deliberately by selecting it, not something PrathamAI can be held responsible for on your behalf.

4. Third-party suppliers, marketplaces, and payment processors

The platform connects to third-party services on your instruction — including but not limited to product suppliers (e.g. CJ Dropshipping), marketplaces (e.g. Amazon, Bunnings via Mirakl, Temu), payment processors (e.g. Stripe), and email providers (e.g. Resend). PrathamAI is not a party to your relationship with any of these third parties, does not control their pricing, availability, product quality, shipping times, or acts or omissions, and is not liable for any loss arising from a third party's actions, errors, downtime, or policy changes. Your relationship with each connected third party is governed by that third party's own terms.

5. Fees, billing, and refunds

Subscription fees are billed in advance on the plan and cycle you select at signup, via Stripe. You authorize recurring charges until you cancel.
Fees are non-refundable except where required by the Australian Consumer Law or other law that cannot be excluded, or as PrathamAI otherwise agrees in writing.
A free trial, where offered, converts to a paid subscription automatically at the end of the trial period unless you cancel before it ends.
You are solely responsible for all costs your business incurs through connected third-party services (supplier costs, marketplace fees, ad spend, Stripe processing fees) — these are separate from, and in addition to, your PrathamAI subscription fee.

6. Limitation of liability

Nothing in this section excludes, restricts, or modifies any guarantee, right, or remedy under the Australian Consumer Law, or any other law, that cannot lawfully be excluded, restricted, or modified. Where liability cannot be excluded but can be limited, it is limited as set out below.

To the maximum extent permitted by law, PrathamAI's total aggregate liability to you arising out of or in connection with these Terms or your use of the platform — whether in contract, tort (including negligence), statute, or otherwise — is limited to the total fees you actually paid to PrathamAI in the twelve (12) months immediately before the event giving rise to the claim.
To the maximum extent permitted by law, PrathamAI is not liable for any indirect, consequential, special, or incidental loss, or for any loss of profits, loss of revenue, loss of business opportunity, loss of data, or loss of goodwill — whether or not PrathamAI knew or should have known such loss was possible.
Without limiting the above, PrathamAI is not liable for any loss arising from: (a) a decision made or action taken by the platform's AI agents on your behalf, including under an autonomy mode you selected; (b) the acts, omissions, downtime, or policy changes of any third-party supplier, marketplace, payment processor, or other connected service; (c) your failure to comply with a law applicable to your business; or (d) your own use or misuse of the platform.

7. Indemnity

To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless PrathamAI, its officers, employees, and contractors from and against any claim, loss, damage, liability, cost, or expense (including reasonable legal fees) arising out of or in connection with: (a) products you sell or list, whether sourced or priced by you or by the platform's AI on your behalf; (b) your breach of these Terms; (c) your breach of any law applicable to your business, including consumer protection, product safety, advertising, or tax law; (d) a claim by one of your customers, or by a supplier or marketplace you connected; or (e) your negligence or wilful misconduct. This indemnity survives termination of your account.

8. No warranty

To the maximum extent permitted by law, the platform is provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. PrathamAI does not warrant that the platform will be uninterrupted, error-free, or secure, or that any particular sales, revenue, or profit outcome will result from using it.

9. Your account and data

You are responsible for keeping your account credentials secure and for all activity under your account.
You retain ownership of your business data (products, orders, customer data you collect, content you create). You grant PrathamAI a licence to host, process, and act on that data solely to provide the platform to you.
See our Privacy Policy for how personal information is collected, used, and protected.

10. Suspension and termination

You may cancel your subscription at any time from your account settings; cancellation takes effect at the end of your current billing period.
PrathamAI may suspend or terminate your account for non-payment, breach of these Terms, or use of the platform for an unlawful purpose, with notice where reasonably practicable.
On termination, your store's underlying infrastructure is retained for a limited recovery window (currently [INSERT DAYS] days) before being permanently deleted — see your account dashboard for the exact policy in effect.

11. Changes to these Terms

PrathamAI may update these Terms from time to time. Material changes will be notified via the email associated with your account or an in-app notice. Continued use of the platform after a change takes effect constitutes acceptance of the updated Terms.

12. Governing law

These Terms are governed by the laws of [INSERT STATE], Australia, and the parties submit to the non-exclusive jurisdiction of the courts of that state.

13. Contact

Questions about these Terms: legal@pratham.au

This document is a working draft prepared to give the platform real, standard protections. It has not yet been reviewed by a qualified lawyer and should not be treated as legal advice to you or a guarantee of enforceability until that review is complete.