Terms of Service

These Terms of Service (Terms) form a binding agreement between XGrafter Pty Ltd (ABN [pending], “XGrafter”, “we”, “us”) and the company or entity subscribing to our platform (“Customer”, “you”). By creating an XGrafter account, or by accepting a written Order Form referencing these Terms, you accept the Terms in full.

We’ve written these in plain English wherever we can. Where a clause has legal effect beyond what the plain language suggests, we’ve tried to flag it. If anything is unclear before you sign up, email ops@xgrafter.com— we’ll answer in writing so you have a record.

1. The service

XGrafter provides a cloud-hosted operations platform for trade businesses, including job management, quotes, AI-assisted take-offs, scheduling, invoicing, a field mobile application, and related tools (the Service). The Service is provided as software-as-a-service via the domain xgrafter.com(and native mobile apps published under “XGrafter Field”).

We may update, add, or remove features at any time. Where a change materially reduces the functionality of the Service you’re paying for, we’ll notify you at least 30 days in advance and, if the change is unacceptable, offer a pro-rata refund of any prepaid fees for the affected period.

2. Accounts, users, and access

You are responsible for:

• Keeping your account credentials confidential.
• All activity that occurs under your account or under the accounts of your users.
• Ensuring your users comply with these Terms and any acceptable-use policies we publish.
• Deactivating users when they leave your business.

A single Customer account may host multiple users under two licence types: Studio (desktop / office / admin) and Field (mobile). Studio users are unlimited under the base subscription. Field users are billed per active seat as set out in Section 4.

3. Free trial

New Customers receive a 30-day free trial with access to the full Service. No payment instrument is required to begin the trial. During the trial you may cancel at any time with no charge and no commitment. At the end of the trial, you must either commit to a paid subscription (see Section 4) or the account will be suspended. Customer Data uploaded during the trial is retained for 30 days after suspension, after which we may permanently delete it.

4. Subscription plans and contract term

4.1 Standard 12-month subscription

The advertised prices — AUD $300 per month base (Studio) plus AUD $20 per month per active Field seat — apply to a 12-month subscription term, billed monthly. On a 12-month subscription:

• The monthly price is locked for the length of the term.
• The subscription commits both parties for the full 12 months (see 4.5 for freezes / transfers).
• The subscription renews automatically for a further 12 months at the then-current rate unless either party gives 30 days’ written notice of non-renewal before the renewal date. We’ll email you a heads-up 60 days out.

4.2 Shorter-term subscriptions

Shorter subscription terms are available at a premium on the monthly rate, reflecting the higher proportional cost of onboarding and support relative to the shorter revenue window:

• Six-month term — approximately +15% on the monthly rate.
• Month-to-month — approximately +25%on the monthly rate, cancellable at the end of any calendar month with 14 days’ written notice.

Exact shorter-term rates are quoted on your Order Form at signup.

4.3 Annual pre-payment discount

Customers on the standard 12-month subscription may elect to pay annually in advance in exchange for two months free (effectively paying for 10 months to cover the 12-month term). This election is made at signup or in writing before a renewal.

4.4 Seat changes during the term

• Adding Field seats — charged pro-rata from the day added, then included on subsequent monthly invoices for the balance of the term.
• Removing Field seats — a seat may be removed at the end of the current billing month; however you may not drop below the seat count set on your Order Form without a written variation.

4.5 Freeze and transfer

If your business hits a rough patch mid-term, you may request one of the following in place of cancellation:

• Account freeze — up to 90 days at 50% of your standard monthly rate. Read-only access is retained; Customer Data is preserved live. The frozen months extend the end of the term by the frozen duration.
• Contract transfer — the subscription may be transferred to another entity you control (e.g. a restructured trading entity) on written request, subject to our credit-check acceptance.

4.6 Enterprise

Customers on 25 or more Field seats, multi-entity setups, or requiring formal SLA, SSO, priority support or custom terms are quoted an Enterprise plan on separate Order Form terms. Volume pricing on Field seats applies at Enterprise tier.

4.7 Fees, tax, and payment

All fees are quoted in Australian Dollars and are exclusive of GST. A valid AU tax invoice is issued monthly (or annually, if pre-paid) showing our ABN and a GST breakdown. Payment is by credit card, direct debit, or bank transfer as set on your Order Form. Fees are due on the invoice date. Unpaid fees carry interest at 10% per annum after 14 days.

5. Promo codes

From time to time we run promotions (e.g. industry-body member discounts, referral rewards, launch offers). Applying a valid promo code at signup or in your account applies the stated discount for the stated duration. Terms specific to a promo code:

• Promo codes are single-use per Customer account unless the code itself says otherwise.
• Only one promo code may be applied at a time — the largest applicable discount always wins.
• Promo codes apply after the 30-day free trial, to the monthly subscription fee only.
• We may withdraw or modify promo codes at any time; codes already applied to an active subscription honour their stated duration.

6. Customer data

You retain all rights, title, and interest in the data you upload to the Service (Customer Data). You grant XGrafter a limited, non-exclusive licence to host, process, and transmit Customer Data solely to provide the Service.

You can export Customer Data as CSV at any time from within the platform. On written request we will provide a full export in a machine-readable format within 30 days at no charge. After the end of your subscription, Customer Data is retained for 60 days and then permanently deleted from live systems (encrypted backups are purged on their normal 30-day rotation).

Customer Data is hosted in Australia (AWS Sydney region, ap-southeast-2). We do not sell or share Customer Data with third parties except as strictly required to provide the Service (e.g. sync to Xero at your direction).

7. Acceptable use

You must not use the Service to:

• Violate any Australian law or the rights of any third party.
• Send spam, malware, unsolicited communications, or scrape data at scale from public endpoints.
• Interfere with the operation of the Service, load-test without prior written consent, or attempt to gain unauthorised access to systems or data.
• Reverse-engineer, copy, resell, sub-license, or use the Service to build a competing product.

8. Availability

We target 99.5% monthly uptime for Studio and Enterprise plans, and 99.0% monthly uptimefor month-to-month plans, in each case excluding scheduled maintenance and events beyond our reasonable control. Enterprise customers may negotiate a formal Service Level Agreement with service credits.

9. Warranties and limitation of liability

The Service is provided “as is”. To the maximum extent permitted by law, XGrafter excludes all implied warranties. Our aggregate liability for any claim arising out of or in connection with these Terms is limited to the fees you paid us in the 12 months preceding the claim.

Nothing in these Terms excludes any rights you have under the Australian Consumer Law that cannot lawfully be excluded, restricted, or modified.

10. Confidentiality

Each party will keep the other’s confidential information confidential and use it only for the purposes of these Terms. Customer Data is treated as confidential information of the Customer. Our product roadmap, source code, and pricing outside your Order Form are treated as confidential information of XGrafter.

11. Term, renewal, and termination

11.1 End of term

On the standard 12-month term the subscription automatically renews for a further 12 months at the then-current price unless either party gives 30 days’ written notice of non-renewal before the renewal date. Month-to-month subscriptions may be cancelled at the end of any calendar month with 14 days’ written notice.

11.2 Termination by XGrafter

We may suspend the Service immediately, and terminate the subscription with 14 days’ notice, if you:

• fail to pay fees when due and remain in arrears for more than 14 days after written notice, or
• materially breach these Terms and don’t remedy the breach within 14 days of written notice.

11.3 Early termination by Customer

If you cancel a fixed-term subscription (12-month or 6-month) before the end of the term, you remain liable for the balance of the fees for that term, less any freeze credit or seat reductions permitted by Sections 4.4 and 4.5. Where the cancellation is caused by an unremedied material breach by us, no early-termination liability applies and any prepaid fees for the unused portion of the term are refunded pro-rata.

11.4 Effect of termination

On termination, access to the Service ends. Customer Data is retained per Section 6.

12. Changes to these Terms

We may update these Terms from time to time. Material changes will be notified at least 30 days in advance by email to your nominated account contacts. Continued use of the Service after the effective date of a change constitutes acceptance of the updated Terms.

13. Governing law

These Terms are governed by the laws of Victoria, Australia. Any dispute is submitted to the exclusive jurisdiction of the courts of Victoria. Before commencing legal proceedings, the parties will attempt in good faith to resolve the dispute by written negotiation for at least 21 days.

14. Contact

Questions about these Terms, your subscription, billing, or anything else — email ops@xgrafter.com. We’ll answer in writing.