PrismDx (Pty) Ltd

WEBSITE TERMS AND CONDITIONS

www.prismdx.com

Version 1.1 | Last Updated: 2025

Company

PrismDx (Pty) Ltd, Registration No. 4960271544

Address

8 Harfield Road, Claremont, Cape Town, 7708, South Africa

Email

aidan@prismdx.com

Website

www.prismdx.com

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEBSITE. BY ACCESSING OR USING WWW.PRISMDX.COM YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST IMMEDIATELY CEASE USE OF THIS WEBSITE.

IMPORTANT: USE OF THIS WEBSITE AND THE PRISMDX PLATFORM DOES NOT GRANT YOU ANY OWNERSHIP RIGHTS IN PRISMDX, ITS SOFTWARE, PLATFORM, INTELLECTUAL PROPERTY, OR BUSINESS. ACCESS IS LICENSED, NOT SOLD. BY ACCEPTING THESE TERMS YOU EXPRESSLY ACKNOWLEDGE THIS.

1. Interpretation

In these Terms and Conditions, the following definitions apply:

Term	Meaning
“PrismDx”	PrismDx (Pty) Ltd (Registration No. 4960271544), its directors, employees, and authorised representatives.
“Platform”	The PrismDx cloud-based CPQ (Configure, Price, Quote) engine and live supplier-reseller-buyer network application, accessible via a dedicated portal URL issued by PrismDx.
“SaaS Model”	Software-as-a-Service — a model under which the Platform is made accessible to Users on a subscription basis over the internet. Access is licensed; no software is sold, transferred, or installed.
“User” / “You”	Any person or entity that accesses or uses the Website for any purpose, whether or not they are a paying subscriber.
“Website”	www.prismdx.com and all associated subdomains, pages, and content.
“Content”	All text, images, graphics, video, audio, data, software demonstrations, and other material published on the Website.
“MSA”	The PrismDx Master Service Agreement, which governs access to and use of the Platform and is incorporated into these Terms by reference.
“IP” / “Intellectual Property”	All software, source code, object code, algorithms, APIs, database schemas, designs, trade marks, trade secrets, business methodologies, and platform architecture owned by or licensed to PrismDx.
“Order Form”	A commercial addendum to the MSA, countersigned by both parties, setting out subscription fees, tier, and other commercial terms applicable to a specific client.

2. Acceptance of Terms and Express Acknowledgements

2.1 Binding Agreement

By accessing or using the Website in any manner — including browsing, submitting a contact or enquiry form, requesting a demonstration, or signing up for the Platform — you confirm that you have read, understood, and agree to be bound by these Terms and Conditions in their entirety, including the Privacy Policy incorporated herein.

2.2 Express Acknowledgement of No Ownership

BY ACCEPTING THESE TERMS, YOU EXPRESSLY AND IRREVOCABLY ACKNOWLEDGE THAT: (1) USE OF THE WEBSITE OR PLATFORM DOES NOT GRANT YOU ANY OWNERSHIP INTEREST IN PRISMDX, ITS PLATFORM, SOFTWARE, IP, OR BUSINESS; (2) SUBSCRIPTION FEES ARE PAID FOR ACCESS ONLY AND DO NOT CONSTITUTE PART-PAYMENT TOWARD ANY ACQUISITION OR OWNERSHIP; (3) ALL IP IN THE PLATFORM REMAINS THE EXCLUSIVE PROPERTY OF PRISMDX AT ALL TIMES; AND (4) YOU HAVE READ AND UNDERSTOOD THE RELEVANT PROVISIONS OF THE MSA, INCLUDING THOSE GOVERNING INTELLECTUAL PROPERTY AND FEES.

2.3 Acknowledgement of the MSA

Where you access the Platform or sign up as a client, your acceptance of these Terms incorporates and extends to the relevant provisions of the MSA — in particular, the intellectual property provisions (Clause 5), the fees and access model (Clause 7), and the anti-override provisions (Clause 14.3). In the event of any conflict between these Website Terms and the MSA, the MSA shall prevail in respect of the Platform.

2.4 Authority to Accept

If you are accessing the Website on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not have such authority, you must not access or use the Website on that entity’s behalf.

2.5 Age Restriction

The Website is intended for use by persons aged 18 years or older. By using the Website, you confirm that you are 18 years of age or older.

2.6 Changes to Terms

PrismDx reserves the right to amend these Terms at any time. Updated Terms will be posted on the Website with a revised “Last Updated” date. Your continued use of the Website after such publication constitutes your acceptance of the updated Terms. You are responsible for reviewing these Terms periodically.

3. Permitted Use of the Website

3.1 Permitted Purposes

You may use the Website solely for lawful purposes and in accordance with these Terms, including to:

Learn about PrismDx’s products and services;
Request a product demonstration or contact PrismDx;
Access publicly available resources and documentation;
Sign up for or log in to the Platform (subject to the MSA and an applicable Order Form).

3.2 Prohibited Conduct

You must not use the Website to:

Violate any applicable law, regulation, or third-party rights;
Transmit any unsolicited commercial communications, spam, or malicious code;
Attempt to gain unauthorised access to any part of the Website, server, or connected system;
Scrape, crawl, or extract data from the Website by automated means without PrismDx’s prior written consent;
Impersonate PrismDx, its employees, or any other person or entity;
Post or transmit any content that is false, misleading, defamatory, obscene, or offensive;
Interfere with or disrupt the Website’s functionality, security, or infrastructure;
Copy, reproduce, republish, or redistribute any Content without PrismDx’s prior written permission;
Use the Website to conduct competitive intelligence gathering against PrismDx or its clients;
Attempt to reverse engineer, decompile, or derive any part of the Platform’s architecture or source code from material published on the Website.

PrismDx reserves the right to restrict or terminate your access to the Website immediately and without notice if you breach any of the above prohibitions.

4. Intellectual Property Rights

4.1 Ownership — Website Content

All Content on the Website — including but not limited to text, graphics, logos, icons, images, audio clips, video, data compilations, software demonstrations, and marketing materials — is the exclusive property of PrismDx or its licensors and is protected by applicable South African and international intellectual property laws, including the Copyright Act 98 of 1978.

4.2 Ownership — Platform and Software

The PrismDx Platform, including its source code, object code, algorithms, APIs, database architecture, user interface, live network infrastructure, CPQ engine, and all associated modules and features, constitutes the exclusive intellectual property of PrismDx. Nothing on this Website — and no use of the Website or Platform — grants, transfers, or implies any intellectual property rights to any User.

4.3 No Transfer by Use or Payment

THE ACT OF USING THIS WEBSITE, USING THE PLATFORM, OR MAKING ANY PAYMENT TO PRISMDX DOES NOT TRANSFER, ASSIGN, OR CONVEY ANY INTELLECTUAL PROPERTY RIGHTS TO YOU. PRISMDX’S IP REMAINS EXCLUSIVELY AND IRREVOCABLY WITH PRISMDX REGARDLESS OF THE NATURE, VOLUME, OR DURATION OF YOUR USE OR PAYMENTS.

4.4 Restricted Use of Content

You may not, without PrismDx’s express prior written consent:

Copy, reproduce, modify, translate, adapt, or create derivative works of any Content;
Distribute, publish, or communicate any Content to third parties for commercial purposes;
Use PrismDx’s name, logo, trademarks, or branding in any way that implies endorsement, affiliation, or ownership;
Frame, mirror, or embed the Website or any Content on any other website or application;
Use any Content to train, develop, or inform any competing software product, AI model, or platform.

4.5 Limited Website Licence

PrismDx grants you a limited, revocable, non-exclusive, non-transferable licence to access and view the Website solely for the purposes set out in Clause 3.1. This licence:

Does not include any right to download (other than incidental page caching), modify, or commercially exploit any Content;
Does not extend to the Platform or any software underlying the Website;
Does not grant any right, title, or interest in PrismDx’s IP;
Is immediately revoked upon any breach of these Terms.

5. No Ownership Rights — SaaS Access Model

5.1 Access, Not Ownership

PrismDx operates on a Software-as-a-Service (SaaS) model. The Platform is made available to clients as a cloud-based service accessible over the internet. Under this model:

No software is sold, transferred, or delivered to the User;
No licence is granted beyond the limited right of access described in the MSA;
No source code, technical architecture, or underlying platform documentation is shared or conveyed;
Subscription fees are charged for the right to access the Platform during a defined period — they are not a purchase price and do not accumulate toward any ownership interest;
The relationship between PrismDx and a subscribing client is a services relationship, not a sale of goods or software.

5.2 No Ownership Through Any Means

No User or client acquires any ownership interest in PrismDx or its IP through any of the following:

Payment of Subscription Fees, however large or sustained;
Use of the Platform over any period of time;
Customisation of a portal or branding applied to the Platform;
Requests for or funding of specific features or developments;
Long-term contractual relationship or renewal;
Any prior oral or written communication not contained in a signed MSA or Order Form.

5.3 No Implied Rights

Nothing in these Terms, the MSA, any Order Form, any marketing material, any demonstration, or any other communication from PrismDx shall be construed as granting, by implication, estoppel, or otherwise, any rights in PrismDx’s IP beyond the limited access right expressly set out in the MSA. Where any ambiguity exists, it shall be resolved in favour of PrismDx’s continued and unencumbered ownership of its IP.

5.4 Client Data

Notwithstanding the above, data inputted by a client into the Platform remains the property of that client, subject to the terms of the MSA. PrismDx’s ownership of the Platform does not affect a client’s ownership of its own operational data.

6. Platform Access and the Master Service Agreement

Access to and use of the PrismDx Platform (as distinct from this Website) is governed exclusively by the Master Service Agreement (MSA) and the applicable Order Form, both of which must be separately accepted by the Client. These Website Terms and Conditions do not modify or supersede the MSA in any respect.

6.1 Digital Acceptance

Where the Website provides a mechanism for digital acceptance of the MSA (such as a checkbox or “I Agree” button during sign-up), such acceptance:

Constitutes a legally binding contract between PrismDx and the accepting party on the full terms of the MSA;
Incorporates these Website Terms and the Privacy Policy by reference;
Constitutes the accepting party’s express acknowledgement that use of the Platform does not confer any ownership of PrismDx’s IP;
Constitutes the accepting party’s confirmation that they have read and understood Clause 5 of the MSA (Intellectual Property Rights) and Clause 7.1 (Fees — Access Only, Not Ownership).

6.2 No Rights from Demo or Enquiry

Submitting a request for a product demonstration, downloading any marketing material, or making any enquiry via the Website does not create any contractual relationship between PrismDx and the User, and does not grant any rights to the Platform or PrismDx’s IP. PrismDx reserves the right to decline any demo request at its sole discretion.

6.3 Client’s Own Terms Have No Effect

Any terms and conditions contained in a User’s or Client’s own purchase orders, procurement documents, or standard engagement terms have no legal effect on PrismDx and do not modify these Website Terms or the MSA, even if submitted or referenced without objection by PrismDx.

7. Disclaimers and Limitation of Liability

7.1 Website Provided “As Is”

The Website and all Content are provided on an “as is” and “as available” basis without warranty of any kind, express or implied. PrismDx does not warrant that the Website will be uninterrupted, error-free, secure, or free from viruses or other harmful components.

7.2 No Reliance

Content on the Website is provided for general information purposes only. It does not constitute professional, legal, financial, or technical advice. You should not rely on any Website Content as the basis for making any business, financial, or legal decisions without obtaining independent professional advice.

7.3 Platform Demonstrations

Any product demonstrations, screenshots, feature descriptions, or performance representations on the Website are illustrative only. They do not constitute a warranty or guarantee of the Platform’s current functionality, performance, or availability. Actual Platform features are governed by the MSA and applicable Order Form.

7.4 Third-Party Content and Links

The Website may contain links to third-party websites or display third-party content. PrismDx does not endorse, control, or accept responsibility for any third-party website or content. Access to third-party websites is entirely at your own risk.

7.5 Limitation of Liability

To the maximum extent permitted by applicable law, PrismDx shall not be liable for any direct, indirect, incidental, consequential, special, or punitive damages arising out of or in connection with your use of, or inability to use, the Website or any Content — including but not limited to loss of data, loss of profits, or business interruption — even if PrismDx has been advised of the possibility of such damages.

7.6 Accuracy of Information

Whilst PrismDx endeavours to keep the Website up to date and accurate, no representation or warranty is made as to the accuracy, completeness, or currency of any Content. PrismDx reserves the right to change, update, or remove Content at any time without notice.

8. Privacy and Data Protection

PrismDx’s collection, use, and processing of personal information in connection with the Website is governed by the PrismDx Privacy Policy, which is incorporated into and forms part of these Terms and Conditions. The Privacy Policy is available at www.prismdx.com/privacy and sets out how PrismDx complies with its obligations under the Protection of Personal Information Act 4 of 2013 (POPIA).

By using the Website and submitting any personal information (including via contact forms, demo requests, or sign-up forms), you confirm that you have read and understood the Privacy Policy and consent to the processing of your personal information as described therein.

9. Cookies

9.1 Use of Cookies

The Website uses cookies and similar tracking technologies to improve user experience, analyse Website traffic, and support marketing activities. Cookies are small data files placed on your device when you visit the Website.

9.2 Types of Cookies

Type	Consent Required?	Purpose
Essential / Functional	No	Required for the Website to function. Cannot be disabled.
Analytics	Yes	Anonymised usage data to improve the Website (e.g. Google Analytics).
Marketing / Retargeting	Yes	Targeted advertising to Website visitors on third-party platforms.
Preferences	Yes	Remember your settings and preferences across visits.

9.3 Managing Cookies

You may control or delete cookies through your browser settings. Disabling certain cookies may affect your ability to use some features of the Website. Cookie preferences can also be managed through the consent banner displayed on your first visit to the Website.

10. Governing Law

These Terms and Conditions are governed by and construed in accordance with the laws of the Republic of South Africa. Any dispute arising in connection with these Terms shall be subject to the non-exclusive jurisdiction of the Western Cape Division of the High Court of South Africa.

11. General Provisions

Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Entire Agreement: These Terms, together with the Privacy Policy and (where applicable) the MSA and Order Form, constitute the entire agreement between PrismDx and the User in respect of the Website and Platform access.
Waiver: Failure by PrismDx to enforce any provision of these Terms shall not constitute a waiver of its right to enforce that provision in the future.
Assignment: PrismDx may assign its rights and obligations under these Terms to any successor entity without notice. You may not assign any rights under these Terms.
Survival: Clauses 4 (Intellectual Property), 5 (No Ownership Rights), 7 (Disclaimers and Limitation of Liability), and 10 (Governing Law) survive termination or expiry of these Terms.
Electronic Communications: Communications sent to you by email or published on the Website shall be deemed received when sent or published, respectively.
No Partnership: Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between PrismDx and the User.

12. Contact Information

For any questions about these Terms and Conditions, please contact PrismDx at: