Proseward Terms of Service
⚠ Draft — not yet in effect. These terms are a working draft prepared by Proseward and have not yet been reviewed by a lawyer. Anything shown as [LIKE THIS — TBC] is still to be settled. They are published here so the agreement can be read before an account is created; the reviewed version will be issued as version 2 and every account will be asked to accept it. Nothing here reduces the rights the Australian Consumer Law gives you, and nothing here is legal advice.
1. Who we are, and what these terms cover
Proseward is provided by [REGISTERED ENTITY NAME — TBC] (ABN [ABN — TBC]) of [REGISTERED ADDRESS — TBC] ("Proseward", "we", "us", "our").
These Terms of Service (the Terms) form a contract between you and us. They cover the Proseward web application at proseward.com, the Proseward desktop application for macOS and Windows, and any related services, including AI features, cloud project storage and synchronisation (together, the Service). Our Privacy Policy forms part of these Terms.
Your Content means anything you write, upload or store in the Service. Our Software means the Proseward applications and all software, prompts, skills, templates, review methods and other materials we supply as part of the Service.
2. Agreeing to these Terms
You agree to these Terms when you create an account. If you do not agree, do not create an account and do not use the Service. You must be at least [AGE: 16 OR 18 — TBC] years old to create an account. If you create an account on behalf of an organisation, you confirm you are authorised to bind that organisation.
3. Your account
You are responsible for your account credentials and for activity under your account. Tell us promptly at [email protected] if you believe your account has been accessed without your authorisation. One account is for one person; do not share account credentials.
4. Subscriptions, fees and billing
Plans and prices are shown in the app. Prices for Australian consumers are stated [GST INCLUSIVE OR EXCLUSIVE — TBC] of GST. Subscriptions are billed in advance for each billing period through our payment processor, Stripe. We do not store your full card details.
Renewal. Subscriptions renew automatically at the end of each billing period until cancelled. We will give you at least [RENEWAL NOTICE PERIOD — TBC] days' notice before any renewal at a changed price, and you may cancel before that renewal takes effect.
Cancelling. You may cancel at any time from your account settings. Cancellation takes effect at the end of the billing period you have already paid for; you keep full access until then. We do not pro-rate refunds for a period already begun, except where the Australian Consumer Law requires otherwise (clause 11).
Failed payment. If a payment fails we will attempt to contact you and may suspend paid features after [GRACE PERIOD — TBC] days. You will still be able to read, export and download Your Content (clause 10).
AI usage allowances. Plans include an allowance of AI usage, shown in your account. If you reach it, AI features pause until the next period, or until you upgrade or supply your own model key where your plan allows. Other features are unaffected.
5. Free trial
If we offer a free trial, the trial period and what it includes are stated at signup. At the end of a trial your account becomes read-only unless you subscribe — you can still read, export and download everything you have written.
6. Your Content — you own it
You own Your Content. We claim no ownership of it, and these Terms do not transfer any of your copyright or moral rights to us.
You grant us a limited, non-exclusive licence to store, copy, transmit and process Your Content only so far as is necessary to provide the Service to you — storing a cloud project, synchronising it between your devices, or sending the specific material an AI feature needs to run the action you asked for.
We do not sell Your Content or use it for advertising; use Your Content to train our own or anyone else's AI models; or give Your Content to anyone except as described in our Privacy Policy or as required by law.
That licence ends when you delete the content or close your account, subject to reasonable backup retention periods described in the Privacy Policy. You are responsible for Your Content — including that you have the right to use it and that it does not infringe anyone else's rights. Keep your own copies: the Service includes export and download tools and we encourage you to use them.
7. Our Software — licensed, not sold
Our Software is licensed to you, not sold. We and our licensors own all intellectual property rights in it, including in the prompts, skills, review methods, templates and other materials that make the Service work.
While your subscription is current, we grant you a personal, non-exclusive, non-transferable, revocable licence to install and use Our Software on devices you own or control, for the purpose of using the Service.
You must not copy, publish, distribute, sell, rent, sublicense or make Our Software available to anyone else; remove or alter any proprietary notice in it; use Our Software to build or assist in building a competing product; or modify it or attempt to derive its source code, except to the extent that doing so is permitted by law and cannot lawfully be prohibited.
Your statutory rights are preserved. Nothing in this clause prevents you from doing anything permitted by Division 4A of Part III of the Copyright Act 1968 (Cth) — including reproduction or decompilation for interoperability, error correction or security testing. Section 47H of that Act makes any term purporting to exclude or limit those rights void, and we do not attempt to.
Feedback. If you send us suggestions, we may use them without obligation to you. This does not affect your ownership of Your Content.
8. AI features
AI features are optional. You choose when to run them. When you run one, we send the material that action needs to a commercial AI provider — currently Anthropic, OpenAI, or OpenRouter and the providers it routes to — and return the result to you. The app names the provider for each action and keeps a record of what was sent. These providers are located overseas; our Privacy Policy explains what that means.
AI output is not reliable and is not advice. Language models produce text that can be wrong, invented or inconsistent, including about your own manuscript. You are responsible for reviewing everything an AI feature produces before you rely on it or publish it. We do not warrant that AI output will be accurate, complete, original or fit for any particular purpose, except so far as the Australian Consumer Law requires (clause 11). Nothing an AI feature produces is legal, medical, financial or professional advice.
Your own model key. Where your plan allows you to supply your own provider key, calls made with that key are between you and that provider, on their terms, and are billed by them to you.
Availability. AI features require an internet connection and a current subscription.
9. Acceptable use
You must not use the Service to break any law or infringe anyone's rights; to create or distribute material that is unlawful, or that sexualises children; to harass, defame or impersonate anyone; to gain unauthorised access to the Service, other accounts or our systems, other than lawful security testing as described in clause 7; to interfere with the Service's operation or place unreasonable load on it; or to resell the Service to third parties.
10. Availability, offline use and your access to your work
We do not promise uninterrupted availability, and may suspend the Service for maintenance, giving reasonable notice where we can.
Offline use. The desktop application is designed to keep working without an internet connection for the period you have paid for. If your subscription lapses, or the entitlement period recorded on your device expires, the application becomes read-only.
Read-only means you can always get your work out. You can still open, read, export, download and copy Your Content. We will not withhold your own writing from you because of a billing problem or a lapsed subscription.
If we close or discontinue the Service we will give you at least [WIND-DOWN NOTICE PERIOD — TBC] days' notice and a way to export everything you have stored with us.
11. Australian Consumer Law — guarantees we cannot exclude
Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For services, you are entitled to cancel your service contract with us and to a refund for the unused portion, or to compensation for its reduced value, if the service has a major failure. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.
Nothing in these Terms excludes, restricts or modifies those guarantees or any other right you have under the Australian Consumer Law that cannot lawfully be excluded. Where these Terms conflict with such a right, that right prevails.
12. Our liability
This clause is subject to clause 11 and applies only to the extent the law allows. To the extent permitted by law, and subject to clause 11: we are not liable for loss of profits, loss of business, or any indirect or consequential loss; and our total liability to you for all claims arising in any 12-month period is limited to [LIABILITY CAP — TBC].
We are not excluding liability for death or personal injury caused by our negligence, fraud, or anything else that cannot lawfully be excluded. We take reasonable care with Your Content and maintain backups, but you should keep your own copies using the export tools.
13. Suspension and termination
You may close your account at any time. We may suspend or terminate your access if you materially breach these Terms — in particular clause 9 — or if we are required to by law. Except where the breach is serious or we must act immediately, we will tell you what the problem is and give you a reasonable opportunity to fix it first. If we terminate your account other than for your breach, we will refund the unused portion of any period you have paid for. After termination you will have at least [POST-TERMINATION EXPORT WINDOW — TBC] days to export Your Content.
14. Changes to these Terms
We may change these Terms — for example, to reflect new features or legal requirements. We will give you at least [VARIATION NOTICE PERIOD — TBC] days' notice of any change that materially affects your rights, by email and in the app, and you will be asked to accept the new version. If you do not accept it, you may cancel and we will refund the unused portion of the period you have paid for.
15. Privacy
Our Privacy Policy explains what personal information we collect, how we use it, who receives it (including AI providers located overseas), and how to access, correct or complain about it. We handle personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
16. General
Governing law. These Terms are governed by the laws of [AUSTRALIAN STATE OR TERRITORY — TBC], Australia. You and we submit to the non-exclusive jurisdiction of the courts of that place. Nothing in this clause prevents you from bringing a claim in any other court or forum that the law allows.
Complaints. Please contact us first at [email protected]. You may also contact the Office of the Australian Information Commissioner about a privacy concern, or your State or Territory consumer affairs body.
Assignment. You may not transfer these Terms without our consent. We may transfer them to a purchaser of our business, provided your rights are not reduced. Severability. If any part of these Terms is unenforceable, the rest continues to apply. Entire agreement. These Terms and the Privacy Policy are the whole agreement between us about the Service.
17. Contact
[REGISTERED ENTITY NAME — TBC] · ABN [ABN — TBC] · [REGISTERED ADDRESS — TBC]
General and support: [email protected] ·
Privacy: [email protected]