These Terms and Conditions (“Terms”) govern access to and use of the PragmaCRM platform, including its web application, mobile interfaces, application programming interfaces (APIs), and related services (together, the “Platform”), provided by LumexVentures Pty Ltd (ABN 81 698 002 256), trading as PragmaCRM (“LumexVentures”, “we”, “us”, “our”). By creating an Account, logging in, or otherwise accessing the Platform, you (“Customer”, “you”, “your”) agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation, and “you” refers to that organisation and every Authorised User who accesses the Platform under its Account. If you do not agree to these Terms, you must not access or use the Platform.
To create an Account, you must be at least 18 years old and capable of forming a binding contract.
You must provide accurate, current, and complete information when registering, and keep that information up to date.
You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your Account. You must notify us promptly at support@pragmacrm.io if you become aware of any unauthorised access to, or use of, your Account.
You must nominate a System Administrator responsible for managing Authorised Users and access to your Account. We are entitled to rely on instructions given by your System Administrator.
We may offer a free trial period (currently 14 days) when you create an Account, with no payment details required to start. We may change or discontinue the trial, or particular features made available during it, at any time.
Unless you provide payment details and elect to continue, your Account and any Customer Data associated with it may be suspended and later deleted at the end of the trial period.
If you provide payment details during the trial, your paid subscription will commence, and Fees will begin to be charged, at the end of the trial unless you cancel before it ends.
Fees for your subscription are as set out on our pricing page at the time you subscribe, or as otherwise agreed with you in writing. Fees are exclusive of GST and any other applicable taxes, which you must pay in addition to the quoted Fees.
Unless otherwise agreed, Fees are billed in advance on a monthly or annual basis (as selected by you) from the date your paid subscription commences, and are charged automatically to your nominated payment method.
Certain features (such as SMS, email sending, or calling) may be charged based on usage, in addition to your subscription Fee, at the rates published on our pricing page or otherwise notified to you. You may receive an included allowance for some of these features as part of your subscription; usage beyond that allowance is charged separately.
Your subscription includes hosting and platform usage designed to support normal and reasonably foreseeable use for an organisation of your size. If your usage materially and consistently exceeds this, we will contact you to discuss it before taking any action, which may include asking you to move to a different plan, applying reasonable technical controls to protect platform stability, or, only if agreed with you, adjusting your Fees.
If a payment fails or is overdue, we may suspend your access to the Platform until payment is received, and may charge interest on overdue amounts at 1.5% per month.
We may change our Fees from time to time by giving you at least 30 days’ written notice (which may be given by email or in-app notice). If you do not agree to a Fee change, you may cancel your subscription before the change takes effect under clause 12; continued use of the Platform after a Fee change takes effect constitutes your acceptance of the new Fees.
Except as required by law or expressly stated in these Terms, Fees already paid are non-refundable, including where you do not use the Platform or cancel partway through a billing period.
When using the Platform, you must comply with this clause 5 at all times, and you are responsible for ensuring that every Authorised User under your Account also complies. A breach of this clause 5 by an Authorised User is treated as a breach by you, and may result in suspension or termination of your Account under clause 12.
You must not, and must not permit any Authorised User or third party acting on your behalf to:
When using the Platform, whether directly or through data, content, or communications you upload, generate, or send, you must ensure your use does not involve or result in any of the following:
You must not use the Platform to encourage, promote, facilitate, or instruct others in illegal activity.
Hate speech, incitement to violence, and discrimination based on race, colour, sexual orientation, marital status, gender identity or expression, parental status, religion or creed, national origin or ancestry, sex, age, physical or mental disability, veteran status, genetic information, citizenship, or any other characteristic protected by applicable law are strictly prohibited on the Platform. This prohibition applies to your own content and to any user-generated content distributed through your Account, regardless of whether the Platform was specifically used for the prohibited activity, and may result in immediate suspension or termination of your Account.
You are responsible for moderating content and activity carried out by any additional Authorised Users or integrations under your Account. User-generated content that violates this clause 5 may result in removal of the content, suspension, or termination of your Account, regardless of who within your organisation created it.
You may use the Platform solely for your own internal business purposes, in line with your subscription, and must not:
The following are strictly prohibited when using the Platform’s email and SMS features:
If you send marketing email or SMS through the Platform, you must:
These obligations may arise under a range of laws depending on where your recipients are located, including the Spam Act 2003 (Cth) (Australia), the CAN-SPAM Act (United States), the EU/UK ePrivacy rules, and equivalent laws elsewhere; you are responsible for identifying and complying with the laws that apply to your communications.
If you use the Platform to make telephone marketing or advocacy calls, you must comply with applicable law, including:
If you access the Platform through our API or connect third-party integrations, you additionally agree to:
We may throttle, suspend, or revoke API access, without prior notice, where necessary to protect the stability or security of the Platform.
You must not access or use the Platform in violation of applicable trade control, export control, or economic sanctions laws. This includes not using the Platform if you are located in, or ordinarily resident in, a country or region subject to comprehensive trade sanctions, and not using the Platform if you are named on a restricted-party or denied-persons list maintained by a government with jurisdiction over us or our service providers.
If you become aware of a suspected violation of clause 5, or of any suspicious or unauthorised activity on or affecting the Platform, please report it promptly to our support team at support@pragmacrm.io. Where possible, include the account or domain involved, the dates and times of the activity, and any supporting evidence (screenshots, headers, logs).
We may investigate any suspected violation of these Terms, whether reported to us or identified through our own monitoring. In connection with an investigation, we may request additional information from you, temporarily restrict or suspend access to the Platform to prevent ongoing harm, and preserve relevant data and logs. You agree to cooperate with any such investigation in good faith.
We may disclose information about your use of the Platform where necessary to comply with applicable law, regulation, government request, court order, subpoena, or other legal process. Where legally permitted to do so, we will notify you of such a disclosure; where we are legally prohibited from notifying you, we will not.
We will comply with the Privacy Act 1988 (Cth), the Australian Privacy Principles, and other applicable Privacy Laws in the collection, use, storage, and handling of personal information in connection with the Platform, as further described in our Privacy Policy.
We will notify you without undue delay, and in any event within 72 hours of becoming aware, of any data breach affecting Customer Data, consistent with the Notifiable Data Breaches scheme, by email to your System Administrator or other nominated contact, and will cooperate reasonably with you to assist any legal or regulatory reporting obligations relating to the breach.
We may engage third-party service providers and subprocessors to help deliver the Platform, including for hosting, analytics, support, and infrastructure. We will ensure that all subprocessors are contractually bound to data protection, confidentiality, and security obligations no less protective than those imposed on us under applicable Privacy Laws and these Terms.
We maintain information security practices that include hosting data with reputable cloud infrastructure providers using geo-redundant replication, encrypting data in transit and at rest using industry-standard protocols, applying role-based access controls, and monitoring for suspicious activity. You must cooperate reasonably with us in connection with any investigation, mitigation, or remediation of a security incident.
Because the Platform is used to collect and manage personal information about your own customers, leads, and contacts, you are solely responsible for ensuring that your collection, storage, and use of Customer Data complies with all applicable data protection and privacy laws in the jurisdictions where you operate and where your contacts are located. Specifically, you must:
Each party retains ownership of its pre-existing Intellectual Property Rights. Nothing in these Terms transfers ownership of Intellectual Property Rights from one party to the other, except as expressly stated.
We and our licensors retain all rights, title, and interest in and to the Platform and all related Intellectual Property Rights, including the software and its underlying source code and architecture, platform features and modules, user interfaces, documentation and training materials, system-generated outputs, and all branding, trade marks, logos, and other proprietary marks (“LumexVentures IP”). This does not include Customer Data or content you author.
You must not copy, reproduce, modify, adapt, create derivative works from, distribute, transmit, or publicly display any part of the LumexVentures IP without our prior written consent, and must not use the PragmaCRM name, logo, or other trade marks without our prior written permission, including in a way that suggests an endorsement, sponsorship, or affiliation that does not exist.
You and your licensors retain all rights, title, and interest in and to Customer Data and any materials or third-party content you provide under these Terms (“Customer IP”). You grant us a non-exclusive, royalty-free, worldwide licence to use, host, copy, transmit, and modify the Customer IP solely as required to provide the Platform and perform our obligations under these Terms. You warrant that you have the necessary rights to grant this licence and that our authorised use of the Customer IP will not infringe any third party’s rights.
We may use any feedback, suggestions, or recommendations you provide to improve the Platform, without obligation, attribution, or restriction. We may also collect, analyse, and use aggregated and anonymised data derived from Customer Data and your use of the Platform for our business purposes, including to improve, test, and operate the Platform and for industry analysis and benchmarking, provided such data does not identify you, your Authorised Users, or any individual.
We warrant that we have full power and authority to enter into these Terms; that we will provide the Platform with reasonable skill and care and in compliance with applicable laws; that we own, or have valid licences or other rights to use, the Intellectual Property Rights in the Platform sufficient to grant the rights expressly granted to you under these Terms; and that we will not knowingly introduce viruses, malware, or other malicious code into the Platform.
You warrant that you have the authority and capacity to enter into and perform your obligations under these Terms; that you own or have the necessary legal rights to all Customer Data and any third-party materials provided under these Terms; that your use of the Platform will comply with all applicable laws and will not infringe the rights of any third party; and that you will ensure your Authorised Users comply with these Terms.
The Platform is an evolving software product. We may update, enhance, modify, or replace features as part of ordinary product development, provided the overall functionality of the Platform is not materially reduced without reasonable notice. Where the Platform includes features that generate outputs through automated processing or artificial intelligence, those outputs are provided for informational and assistive purposes only, and you remain solely responsible for reviewing and validating them before relying on them for decision-making.
Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Platform is provided “as is” and “as available”. We do not warrant that the Platform will be uninterrupted, error-free, or free from defects, or that it will meet your specific requirements or achieve any particular business outcome. All conditions, warranties, and terms that would otherwise be implied are excluded to the maximum extent permitted by law.
Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, condition, warranty, or right under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other law that cannot lawfully be excluded, restricted, or modified. To the extent permitted by law, our liability for a failure to comply with a non-excludable guarantee is limited, at our option, to re-supplying the affected service or paying the cost of having it re-supplied.
Nothing in these Terms limits or excludes either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of confidentiality under clause 11, breach of Intellectual Property Rights, or any other liability that cannot be excluded or limited under applicable law.
Subject to the above, each party’s total aggregate liability to the other for all claims arising out of or in connection with these Terms, whether in contract, tort (including negligence), statute, or otherwise, is limited to the Fees paid by you in the 12 months preceding the event giving rise to the claim.
Subject to the first paragraph of this clause, neither party is liable for loss of profits, revenue, or anticipated savings; loss of business, customers, contracts, opportunities, or goodwill; loss or corruption of data; wasted management or staff time; or any indirect, incidental, special, consequential, or punitive damages. While we perform routine backups of Customer Data, you remain responsible for maintaining your own independent backups; we are not liable for loss, corruption, or unavailability of Customer Data unless directly caused by our material breach of these Terms or gross negligence.
We will indemnify, defend, and hold you harmless from any third-party claim alleging that the Platform infringes valid Intellectual Property Rights, provided you promptly notify us in writing, make no admission of liability, allow us sole control of the defence and settlement, and provide reasonable cooperation. This indemnity does not apply to claims arising from unauthorised modifications to the Platform, use in combination with non-LumexVentures products, or use outside the scope of these Terms.
You will indemnify, defend, and hold us (and our officers, employees, contractors, and agents) harmless from any claim, loss, or liability arising from or in connection with your misuse or unauthorised use of the Platform; your breach of these Terms (including the warranties in clause 9) or of clause 5 (Acceptable Use); or actual or alleged infringement of third-party Intellectual Property Rights arising from Customer Data or other materials you provide, except where caused directly by our breach or negligence. This clause survives termination or expiry of these Terms.
Each party must keep confidential all Confidential Information of the other party and must not, without prior written consent, disclose or use it except as permitted under these Terms or as required by law, regulation, court order, or a regulatory authority. Confidential Information does not include information that is or becomes publicly available other than through a breach of these Terms, that is lawfully received from a third party without restriction, or that is independently developed without reference to the disclosing party’s Confidential Information. This clause survives termination or expiry of these Terms for five (5) years, except for trade secrets, which remain confidential for as long as they remain a trade secret under applicable law.
These Terms begin when you first accept them and continue for as long as you maintain an active Account (the “Term”), renewing each billing period in line with clause 4 unless cancelled in accordance with this clause 12.
You may cancel your subscription at any time through your Account settings or by contacting support@pragmacrm.io. Cancellation takes effect at the end of your then-current billing period; you will not be charged for further periods, but no refund is provided for the period already paid, consistent with clause 4.
We may suspend or terminate your Account, in whole or in part, if you fail to pay Fees when due and do not remedy this within 14 days of written notice; you materially breach these Terms, including clause 5 (Acceptable Use), and, where the breach is capable of remedy, fail to remedy it within a reasonable period after notice; your use of the Platform poses an immediate security, legal, or operational risk to us, another customer, or a third party, in which case we may suspend access immediately and without prior notice; or we are required to do so by law or a competent authority. Where reasonably practicable, we will give you notice before suspending or terminating your Account, and, for a lesser or first-time breach of clause 5, we may instead issue a written warning and a reasonable opportunity to remedy the issue before suspending or terminating your Account.
Upon termination or expiry of these Terms, we will disable your access to the Platform; all Fees accrued or invoiced prior to termination remain payable; you may request a standard-format export of your Customer Data within 30 days following termination, and we may charge our standard rates for any custom export assistance you request; and, subject to applicable law, we will delete Customer Data, including backups, within 60 days after termination unless we are required or permitted to retain it.
You grant us a non-exclusive, royalty-free, worldwide licence to identify you as a customer of PragmaCRM and to use your name and logo for marketing, promotional, and reference purposes, including on our website and in proposals, presentations, and case studies. We will use your name and logo professionally and in accordance with any brand guidelines you provide in writing. You may withdraw this consent at any time by written notice to us, after which we will stop using your name and logo in new marketing materials within a reasonable period; this does not require us to amend or remove materials already published before we receive your notice.
Governing Law and Jurisdiction. These Terms are governed by the laws of Queensland, Australia. The parties submit to the exclusive jurisdiction of the courts of Queensland, Australia, except where applicable law requires otherwise.
Assignment. Neither party may assign these Terms without the other’s prior written consent, except that we may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.
Subcontractors. We may engage subcontractors and other service providers to help deliver the Platform, and remain responsible for their acts and omissions as if they were our own.
Force Majeure. Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) to the extent directly caused by events beyond its reasonable control, such as natural disasters, pandemics resulting in binding government restrictions, acts of war or terrorism, civil unrest, government orders, or failures of utilities or telecommunications networks, provided the affected party promptly notifies the other, uses reasonable efforts to mitigate the impact, and resumes performance as soon as reasonably practicable.
Notices. A notice under these Terms must be in writing and may be given by email to the address associated with your Account, or to support@pragmacrm.io for notices to us. A notice is deemed received on the next Business Day after it is sent, unless the sender receives an automated bounce-back or error notification.
Amendments. We may update these Terms from time to time, including to reflect legal or regulatory requirements or changes to the Platform. We will notify you of a material change by email or in-app notice at least 14 days before it takes effect, except where a shorter period is required by law. Your continued use of the Platform after a change takes effect constitutes acceptance of the updated Terms; if you do not agree to a change, you may cancel your subscription before it takes effect in accordance with clause 12.
Entire Agreement. These Terms, together with our Privacy Policy and any other document expressly referenced in these Terms, constitute the entire agreement between you and us regarding the Platform, and supersede any prior discussions, proposals, or understandings, whether written or oral. Additional materials we provide, such as user guides or product descriptions, are for information only and do not form part of these Terms unless expressly stated.
Severability. If any part of these Terms is found invalid or unenforceable, the remainder will continue in full force and effect, and the invalid provision will be replaced with one of similar intent to the extent permitted by law.
Waiver. A failure or delay by either party to exercise any right under these Terms does not operate as a waiver of that right. A waiver is effective only if given in writing.
Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, fiduciary relationship, agency, or employment relationship between the parties, and neither party has authority to bind the other.
Third-Party Rights. Except as expressly provided in these Terms, these Terms do not create any rights enforceable by any person who is not a party to them.
If you have a complaint or dispute relating to the Platform or these Terms, please contact us first at support@pragmacrm.io, describing the issue in reasonable detail. We will acknowledge your complaint within 5 Business Days and work with you in good faith to resolve it.
If a dispute is not resolved within 30 days of you raising it with us, either party may refer the matter to the courts of Queensland, Australia in accordance with clause 14. Nothing in this clause prevents either party from seeking urgent interlocutory or injunctive relief where reasonably necessary to protect its rights, or from exercising any right to make a complaint to an applicable regulator.
If you have any questions about these Terms, please contact us at support@pragmacrm.io.