Terms of Service

1. This agreement

These Terms of Service (the “Terms”) are a binding agreement between BMS Prime (“BMS Prime”, “we”, “us” or “our”) and the business, organisation or other entity that creates a BMS Prime account or uses the Service (the “Customer” or “you”).

You accept these Terms when you tick the acceptance box at sign-up, when you pay for a subscription, or when you use the Service, whichever happens first. If you accept on behalf of a business, you confirm that you are authorised to bind that business. If you do not agree, do not use the Service.

These Terms include the policies they refer to, which form part of them: the Privacy Policy, the Subscription, Cancellation & Refund Policy, the Acceptable Use Policy, the Service Levels & Support page and the Data Processing Addendum. If they conflict, these Terms prevail, except that the Data Processing Addendum prevails on the processing of personal data.

2. Definitions

Service

The BMS Prime business management software made available at bmsprime.com and through the BMS apps for Android and Windows, including its modules, features, updates and related support.

Workspace

One company set up in the Service, with its own staff, books, settings and subscription. A login may have access to more than one Workspace.

Authorised User

A person you allow to sign in to your Workspace, such as an owner, manager, accountant, HR officer or employee using self-service.

Employee Record

A staff member recorded in your Workspace, whether or not that person has a login.

Customer Data

All data, files and content that you or your Authorised Users enter into, upload to or create in the Service, including personal data about your employees, customers and vendors.

Plan

The package of modules and limits (for example, the number of Employee Records and Authorised User logins) that you subscribe to, as described on our pricing page or in the Billing page of your Workspace at the time you pay.

Subscription Period

The prepaid period you pay for: one, three, six or twelve months, or another period we offer.

Free Trial

The free evaluation period described in section 4.

3. Eligibility and accounts

• Business use only. The Service is for businesses and other organisations. It is not offered to consumers for personal, family or household use.
• Age. Every person who creates an account or signs in must be at least 18 years old.
• Accurate business details. At sign-up you must give true, complete business details, including the legal name, country, contact details and size of your business, and keep them up to date. We verify every business to keep the platform safe. We may ask for reasonable proof of identity or registration, and we may refuse, limit or suspend a Workspace that we cannot verify or that gave false details.
• Account security. You are responsible for your Authorised Users, for what they do in your Workspace, and for keeping passwords and sign-in codes confidential. We strongly recommend two-step sign-in for every user with administrative rights. Tell us at once at info@bmsprime.com if you suspect unauthorised access.
• Administrators. The person who creates the Workspace is its first administrator and may grant and remove access for others. We may rely on instructions from any administrator of your Workspace.

4. Free trial

New businesses may evaluate the Service free of charge for the trial period shown at sign-up (currently 14 days). The trial includes the modules and limits shown at sign-up. No payment details are needed to start it, and nothing is charged when it ends.

The trial exists so that you can test the Service with your own processes before you pay. Because of that, and as explained in the Refund Policy, payments made afterwards are not refundable.

When the trial ends without a paid subscription, the Workspace follows the same steps as a lapsed subscription in section 8: it becomes read-only and then locked, and your data is kept so that you can continue on a paid plan. We may end a trial early if it is used in breach of these Terms, and we may limit the number of trials per business.

5. Subscriptions and plans

• Prepaid, per company. Subscriptions are priced per Workspace (per company), not per user, and are paid in advance for the whole Subscription Period.
• Plan limits. Each Plan includes certain modules and limits on the number of active Employee Records and Authorised User logins. When you reach a limit you cannot add more until you move to a Plan with a higher limit. We do not charge for overages automatically.
• What you get. On approval of your payment your Workspace receives exactly the Plan you paid for, for the Subscription Period you paid for, as described at the time of payment.
• Changing plans. You may move to another Plan by paying for it. When the payment is approved, your Workspace moves to the new Plan and the new Subscription Period is added after your current end date (or starts on the approval date if your subscription has already ended).
• Several companies. Each Workspace needs its own subscription, unless we agree otherwise in writing.
• Evolution of the Service. We improve the Service continuously and may add, change or retire features. We will not materially reduce the core functions of a Plan you have paid for during that Subscription Period.

6. Fees and payment

Prices are shown on our pricing page and in the Billing page of your Workspace. Unless stated otherwise, prices are in US dollars.

1. Bank transfer. You pay by bank transfer to the account shown in the Billing page. We do not take card details and we never debit your account automatically.
2. Proof of payment. After the transfer, you upload proof of payment (a screenshot or bank receipt) in the Billing page.
3. Review and approval. We review every proof of payment as soon as possible, and at most within 24 hours of upload. When we confirm that the full amount has been received, we approve it and your Plan starts or is extended at once. You receive a receipt in the Billing page.
4. Rejection. We may reject a proof of payment if the money has not arrived, the amount is short, the details do not match or the proof is unclear. We will tell you why, and you may upload a new proof.

You are responsible for bank fees, transfer charges and currency conversion on your side, so that we receive the full price. Prices do not include sales tax, VAT, GST, withholding tax or similar taxes. Where such taxes apply, they are your responsibility (other than taxes on our own income).

7. Price changes

We may change our prices. We will give at least 30 days’ notice of any increase by email to your Workspace administrators and in the Service. A new price applies only to payments made after it takes effect. It never changes the price of a Subscription Period you have already paid for.

8. Refunds, renewal and lapse

All payments are non-refundable. Payments are for prepaid Subscription Periods and are not refunded, in whole or in part, including for unused time, partial periods, downgrades or unused capacity. The only exceptions are a duplicate or mistaken transfer, which we return, and our discontinuing the Service (section 17), both as described in the Subscription, Cancellation & Refund Policy.

No automatic renewal. Because you pay by bank transfer, nothing renews or is charged automatically. To continue, you pay for a new Subscription Period before the current one ends. We remind your administrators before the end date.

If a subscription is not renewed, your Workspace moves through these steps. The periods shown are our defaults; your Billing page always shows the exact dates for your Workspace.

1. Overdue (by default, the first 7 days after the end date): full access continues, with a reminder to renew.
2. Read-only (by default, the next 7 days): you can still sign in, view and export your data, but cannot add or change records.
3. Locked: sign-in leads only to the renewal screen, and staff self-service is paused.

Your data is kept throughout these steps. When you pay and the payment is approved, full access returns immediately with your data as you left it. If a Workspace stays locked for more than 6 months, we may terminate it under section 17 after giving at least 30 days’ notice by email.

9. Your data

• You own your data. As between you and us, you own all Customer Data. We claim no ownership of it.
• Licence to operate the Service. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data only as needed to provide, secure, support and improve the Service for you, to prevent abuse, and to comply with law.
• Personal data. For personal data in Customer Data, you are the controller and we are your processor. The Data Processing Addendum applies and forms part of these Terms.
• Your responsibilities. You are responsible for the accuracy and lawfulness of Customer Data, for having the right to put it in the Service, and for giving any notices and obtaining any consents your employees, customers or others are entitled to under the law that applies to you.
• Aggregated information. We may use anonymous, aggregated information about how the Service is used (for example, how often a feature is opened) to run and improve it. Such information never identifies you, your Workspace or any person.
• Your results are yours to check. The Service calculates payroll, taxes, attendance, balances and reports from the data and settings you enter. You remain responsible for checking results before you rely on them, for your legal, tax, payroll and accounting obligations, and for the advice you take from your own professionals.

10. Acceptable use

You and your Authorised Users must use the Service lawfully and in line with the Acceptable Use Policy. In particular, you must not resell or sublicense the Service, attempt to reach another customer’s data, probe or test the security of the Service without our written permission, overload or disrupt it, or copy, reverse engineer or build a competing product from it, except where the law expressly allows this despite this restriction.

11. Confidentiality

Each party may receive non-public information from the other that is marked as confidential or that a reasonable person would understand to be confidential, including Customer Data and the non-public parts of the Service (“Confidential Information”). The receiving party will use it only to perform this agreement, protect it with at least reasonable care, and disclose it only to its personnel and service providers who need to know it and are bound by similar duties.

These duties do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to it already, is independently developed, or is lawfully received from a third party without restriction. A party may disclose Confidential Information where the law requires it, after giving the other party prompt notice where the law allows.

12. Service availability and support

We work to keep the Service available and fast, with a monthly availability target and support response targets set out on the Service Levels & Support page. The Service may occasionally be unavailable for planned maintenance, which we announce in advance where practical, or because of events outside our reasonable control. Support is provided by email at info@bmsprime.com.

13. Third-party services

The Service relies on infrastructure providers, such as our hosting provider and Google Firebase for push notifications, listed in the Privacy Policy. You may also choose to connect services operated by others, such as Google Drive, an email server or an attendance device. Your use of a service you connect is governed by that provider’s own terms, and we are not responsible for that provider’s service or its acts. You may disconnect a connected service at any time.

14. Intellectual property

The Service, including its software, design, text, graphics, logos and documentation, belongs to BMS Prime and its licensors and is protected by intellectual property laws. Subject to these Terms and to payment of the applicable fees, we grant you a limited, non-exclusive, non-transferable right during your subscription for your Authorised Users to use the Service for your internal business purposes. All rights not expressly granted are reserved. Your logo and brand remain yours; you allow us to show them inside your Workspace and on documents you generate.

15. Feedback

If you send us ideas, suggestions or other feedback about the Service, we may use them freely, without obligation or payment to you. Feedback does not include your Customer Data or Confidential Information.

16. Suspension

We may suspend all or part of your access, with notice where practical, if: (a) your use breaches these Terms or the Acceptable Use Policy; (b) your use threatens the security, integrity or availability of the Service or of other customers’ data; (c) we cannot verify your business, or it gave false details; (d) a payment proof proves to be false or a transfer is reversed; or (e) the law requires it. We will limit a suspension to what is reasonably needed and lift it once the cause is resolved. Lapse of an unpaid subscription is handled under section 8, not as a suspension.

17. Term and termination

These Terms apply from the moment you accept them until your account is closed.

• By you. You may stop using the Service at any time. Simply do not renew: access continues to the end of the Subscription Period you paid for. To close your account and have your data deleted earlier, email us from an administrator’s address.
• By us. We may terminate your account: for a material breach that you do not cure within 15 days of our notice (or immediately for a serious breach of the Acceptable Use Policy, fraud or a false payment proof); if your Workspace stays locked as described in section 8; or if we stop offering the Service, in which case we give at least 90 days’ notice.
• Effect. On termination your right to use the Service ends. Sections that by their nature should survive (including 9, 11, 14 and 18 to 23) survive termination. Termination does not entitle you to a refund, except that if we stop offering the Service we refund the unused part of any prepaid Subscription Period.

18. Data export and deletion

You can export your data at any time while you have access, including during the read-only step, through the export and backup tools in the Service. After termination we keep Customer Data for 30 days so that an administrator can ask us for an export. We then delete it from our live systems within a further 30 days. Copies in our backups are overwritten as the backups roll over, normally within 90 days. We may keep data for longer only where the law requires it, and we keep it protected for as long as we hold it.

19. Disclaimers

We provide the Service with reasonable skill and care. Apart from the commitments expressly made in these Terms, the Service is provided “as is” and “as available”. To the fullest extent the law allows, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Service will be uninterrupted or error-free. The Service is a tool: it does not provide legal, tax, accounting or employment advice.

20. Limitation of liability

To the fullest extent the law allows:

• Neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, business, goodwill or anticipated savings, however caused, even if advised of the possibility.
• Each party’s total liability arising out of or relating to these Terms and the Service, in contract, tort (including negligence) or otherwise, is limited to the fees you paid us for the Service in the 12 months before the event giving rise to the liability.
• These limits do not apply to your payment obligations, to your obligations under section 21, or to liability that cannot be limited or excluded by law, such as liability for fraud.

21. Indemnity

You will defend and indemnify BMS Prime against any third-party claim, and the resulting losses, damages, fines and reasonable costs (including legal fees), arising from Customer Data, from your or your Authorised Users’ use of the Service in breach of these Terms or the law, or from a dispute between you and your employees, customers or vendors. We will notify you promptly of any such claim, let you control its defence, and cooperate reasonably at your expense.

22. Governing law and disputes

These Terms are governed by the laws of the State of Michigan, United States, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Before starting proceedings, each party will try in good faith to resolve a dispute by contacting the other in writing and allowing 30 days for discussion. The state and federal courts located in the State of Michigan have exclusive jurisdiction, and both parties consent to their jurisdiction. Either party may still seek urgent injunctive relief in any competent court.

23. General

• Changes to these Terms. We may update these Terms. We give at least 30 days’ notice of material changes by email and in the Service, and the “Last updated” date above always shows the current version. Changes apply from the date stated in the notice. If you do not accept a change, you may stop using the Service before it takes effect; continued use after that date means you accept it.
• Notices. We send notices to the email addresses of your Workspace administrators and through the Service. You send notices to info@bmsprime.com.
• Events outside our control. Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as natural disasters, war, power or internet failures, or failures of providers, except for payment obligations.
• Assignment. You may not transfer these Terms without our written consent. We may transfer them as part of a merger, acquisition or sale of the business, with notice to you.
• Whole agreement. These Terms, with the policies they include, are the whole agreement between us about the Service and replace any earlier understanding. Terms in your purchase orders or other documents do not apply.
• Severability and waiver. If a provision is found unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver of it.
• No third-party rights. No one other than you and us has rights under these Terms.
• Independent parties. The parties are independent contractors. Nothing in these Terms creates a partnership, agency or employment relationship.

24. Contact

Questions about these Terms: info@bmsprime.com. You can also reach us through the contact page.

Terms version 2026-10-22. Last updated: 22 October 2026.