Terms of Service

1. Who we are

Base PM ("Base PM", "we", "us", or "our") provides a software-as-a-service platform for construction project management, estimation, and document analysis powered by artificial intelligence (the "Service"). The Service is operated from Australia and supplied under Australian law.

By creating an account, accessing the Service, or by clicking "Sign in" or "Create account", you accept these Terms of Service (the "Terms"). If you are using the Service on behalf of a business, you confirm that you have authority to bind that business to these Terms.

2. The Service

The Service includes, without limitation, the following features:

• Project, programme, defect, drawing, variation and cost tracking;
• Estimation tools, productivity rate books and template management;
• CRM (leads, contacts, companies) and subcontractor management;
• Document storage, receipt capture and invoicing;
• AI assistants that read, summarise, extract data from, and generate content based on project documents (including PDF plans, scopes and specifications) (the "AI Features"); and
• Integrations with third-party services such as Stripe, Supabase, Anthropic, Microsoft Outlook and Google Workspace.

We may add, change, suspend or remove features from time to time. Where a change materially reduces functionality on a paid plan, we will give reasonable prior notice.

3. Accounts and access

3.1 Eligibility

You must be at least 18 years old and capable of forming a legally binding contract to use the Service. The Service is intended for use by construction businesses, builders, project managers, estimators and their team members and contractors.

3.2 Account security

You are responsible for keeping your login credentials confidential and for all activity that occurs under your account. You must notify us promptly at support@base-pm.com if you suspect any unauthorised use of your account.

3.3 Roles and team access

New accounts have team access by default. Administrators can grant or revoke access for other users in their organisation. The account owner is responsible for the actions of all users they invite or to whom they grant access.

4. Plans, billing and trials

4.1 Subscription plans

The Service is provided on a paid subscription basis. Prices, included usage limits and billing cycles are displayed in the in-app billing settings and on our pricing page. Subscriptions renew automatically at the end of each billing period unless cancelled before the renewal date.

4.2 Payment

Billing is processed by Stripe, our third-party payment provider. By providing payment details you authorise us (via Stripe) to charge your nominated payment method for all subscription fees, usage charges and applicable taxes (including GST where required).

4.3 Trials and promotional credit

If we offer a free trial, the trial converts into a paid subscription at the end of the trial period unless you cancel beforehand. Promotional credits are not redeemable for cash.

4.4 Refunds

Except where required by the Australian Consumer Law or another non-excludable law, subscription fees are non-refundable. If you cancel mid-cycle, your subscription will remain active until the end of the paid period.

4.5 Late payment and suspension

If a payment fails, we may suspend or downgrade your access until the amount owing is paid. We will give reasonable notice before suspending an account for non-payment.

5. Acceptable use

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

• Use the Service for any unlawful purpose, or to infringe the rights of any person;
• Upload material that is malicious, fraudulent, obscene, defamatory or that you do not have the right to upload;
• Reverse engineer, decompile, or attempt to extract the source code of the Service, except to the extent expressly permitted by law;
• Probe, scan, or test the vulnerability of the Service, or breach any security or authentication measures, except under a written authorised security testing agreement with us;
• Use the Service to train, fine-tune or build a competing AI model or competing product;
• Resell or sublicense the Service, or use it on behalf of a third party as a service bureau, without our prior written consent;
• Use automated scraping, bots, or non-API tooling that places undue load on the Service; or
• Submit personal information you are not entitled to share, or upload information about individuals without an appropriate legal basis.

We may investigate suspected breaches and take any action we consider reasonable, including suspending accounts, removing content, or reporting unlawful conduct to law-enforcement authorities.

6. Your content

6.1 Ownership

You retain ownership of all data, documents, plans, drawings, prices, photographs, messages and other material that you or your team upload to or generate within the Service ("Customer Data").

6.2 Licence to operate the Service

You grant Base PM a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, process and create derivative works of your Customer Data solely to the extent necessary to provide and improve the Service for you, including:

• Running AI analysis, classification, extraction, OCR, summarisation and generation tasks that you initiate;
• Sending your Customer Data to model providers (currently Anthropic) and infrastructure providers (currently Supabase and Stripe) as necessary to provide the Service;
• Producing aggregated and de-identified statistics to operate, secure, support and improve the Service.

6.3 We do not train foundation models on your Customer Data

We do not use your Customer Data to train third-party foundation models, and we have configured our model providers so that they do not use your Customer Data to train their models. We may use aggregated and de-identified usage metrics (which do not identify you, your business or any individual) to improve product performance and reliability.

6.4 Your responsibilities

You represent and warrant that (a) you have all rights necessary to upload your Customer Data; (b) your use of the Service does not breach any contract or law; and (c) you have provided any privacy notices and obtained any consents required for personal information you submit.

7. AI Features

The AI Features generate text, summaries, structured data, estimates and other outputs based on Customer Data and prompts you submit. You acknowledge that:

• Outputs are probabilistic. AI-generated content may be inaccurate, incomplete or misleading. Quantities, dimensions, prices, classifications and dates produced by the AI Features must be verified by a qualified human before being relied on.
• No professional advice. The AI Features do not provide legal, engineering, surveying, structural, accounting or other professional advice. You remain solely responsible for project decisions, compliance with the National Construction Code, contracts you enter into, and any estimates or quotes you issue.
• No determinative use. Do not use the AI Features as the sole basis for decisions that produce legal or similarly significant effects on individuals (for example, decisions about hiring subcontractors).
• Similar outputs. Because models are trained on broad data, similar prompts from different customers may produce similar outputs. You do not gain rights over generic AI outputs to the exclusion of other customers.

Subject to your compliance with these Terms, you own the outputs that the AI Features generate from your inputs. You are responsible for ensuring those outputs are accurate before relying on them.

8. Third-party integrations

The Service integrates with third-party services including (without limitation) Stripe (payments), Supabase (database, authentication and storage), Anthropic (AI models), Microsoft Outlook and Google Workspace (email, calendar and drive). Your use of those integrations is subject to the relevant third party's own terms and privacy policies, which you should review.

We are not responsible for the availability, security, accuracy or content of any third-party service. If a third-party service becomes unavailable or changes its terms, we may need to disable the related feature.

9. Intellectual property

The Service, including all software, designs, templates, documentation, brand names and logos, is owned by Base PM and its licensors and is protected by intellectual property laws. Except for the rights expressly granted to you in these Terms, no rights are granted to you.

You may submit feedback, ideas, bug reports and suggestions to us. We may use that feedback without obligation or compensation to you, and you grant us a perpetual, irrevocable, royalty-free licence to do so.

10. Confidentiality

Each party agrees to keep the other party's confidential information confidential, to use it only for purposes related to the Service, and to protect it with at least the same care it uses for its own confidential information (and in any event, at least reasonable care). Customer Data is your confidential information. The Service, our pricing, and our non-public technical information are our confidential information.

11. Data security and backups

We implement reasonable administrative, technical and physical safeguards designed to protect Customer Data, including transport encryption (TLS), at-rest encryption in our database and storage layers, role-based access controls, audit logging, and regular reviews. No system is perfectly secure: you should keep your own copies of any critical project data.

12. Service availability

We aim to make the Service available 24×7, but we do not guarantee uninterrupted access. Scheduled maintenance, emergency maintenance, and outages affecting third-party services may interrupt availability. We will use reasonable efforts to give advance notice of scheduled maintenance.

13. Suspension and termination

You may cancel your subscription at any time from your billing settings. Cancellation takes effect at the end of the current paid period.

We may suspend or terminate your access immediately if (a) you materially breach these Terms, (b) we reasonably suspect fraud or unlawful conduct, (c) you have unpaid fees, or (d) we are required to do so by law.

On termination, your right to access the Service ends. You may export your Customer Data for at least 30 days following termination. After that period we may delete your Customer Data in the ordinary course of our retention practices.

14. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law (ACL) or any other law that cannot lawfully be excluded. If you are a "consumer" under the ACL, our liability for failure to comply with a consumer guarantee in relation to a service that is not of a kind ordinarily acquired for personal, domestic or household use is, to the extent permitted by law, limited (at our option) to:

• supplying the services again; or
• paying the cost of having the services supplied again.

15. Warranties and disclaimers

Except as expressly provided in these Terms and subject to non-excludable rights under the ACL or other applicable law, the Service is provided "as is" and "as available". We do not warrant that the Service will be error-free, that the AI Features will produce particular outcomes, or that the Service will meet your specific requirements.

16. Limitation of liability

To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential or punitive loss, or for loss of profits, loss of revenue, loss of goodwill, loss of business opportunity, or loss or corruption of data, even if advised of the possibility of such loss.

To the maximum extent permitted by law, our aggregate liability arising out of or in connection with these Terms or the Service in any 12-month period is limited to the total fees you paid to us for the Service in the 12 months immediately preceding the event giving rise to the liability.

17. Indemnity

You agree to indemnify and hold harmless Base PM, its officers, employees and contractors from and against any claim, loss, damage or expense (including reasonable legal fees) arising out of (a) your Customer Data, (b) your use of the Service in breach of these Terms or applicable law, or (c) your reliance on AI-generated outputs without verification.

18. Changes to the Service or these Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or by posting an in-app notice at least 14 days before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

19. Governing law and jurisdiction

These Terms are governed by the laws of Western Australia and the Commonwealth of Australia. Each party submits to the exclusive jurisdiction of the courts of Western Australia and the courts of the Commonwealth of Australia in respect of any dispute arising out of these Terms or the Service.

20. General

These Terms (together with our Privacy Statement and any plan-specific or feature-specific terms) form the entire agreement between you and Base PM. If any provision is found unenforceable, the remaining provisions continue in effect. Our failure to enforce a right is not a waiver of that right. You may not assign these Terms without our prior written consent; we may assign these Terms to an affiliate or in connection with a merger, acquisition or sale of assets.

21. Contact

Questions about these Terms? Contact us at support@base-pm.com.