XGrafter Subscription Agreement

1. Who this agreement is between

This Subscription Agreement (the Agreement) is between X Grafter Pty Ltd (ACN 703 685 072, ABN 49 703 685 072) ("XGrafter", "we", "us") and the business that subscribes to the XGrafter platform (the "Customer", "you"). You accept it by ticking the acceptance box when you sign up, by accepting an Order Form that refers to it, or by continuing to use XGrafter after a renewal.

The person who accepts it confirms they are authorised to bind the Customer. Your accepted copy, with the plan, term, licences and price you chose, is emailed to you as a PDF and is always available under Settings › Billing.

2. The service

XGrafter is a cloud platform for trade businesses: take-offs and auto take-off from plans, quotes, jobs, scheduling, variations, progress claims and invoicing, a lead inbox, and the XGrafter Field app for crews, with a connection to Xero accounting (MYOB to follow). It is provided as software-as-a-service at xgrafter.com and through the XGrafter apps.

We keep improving the platform and may add, change or retire features. If a change materially reduces something you are paying for, we will tell you at least 30 days ahead and, if you would rather leave because of it, refund any prepaid fees for the unused part of your term.

3. Plans

• Take-off — the take-off tool and auto take-off on their own, with quotes built from the take-off. A$199 a month with no lock-in, A$159 a month on a 12-month term, or A$1,717 for the year paid upfront.
• Studio — the whole platform, with unlimited office (admin) users. A$399 a month with no lock-in, A$319 a month on a 12-month term, or A$3,445 for the year paid upfront. Field licences are added on top (clause 4).
• Enterprise — for 25 or more field licences, multi-entity set-ups, a formal SLA or custom terms. Quoted on its own Order Form, which forms part of this Agreement.

All prices are in Australian dollars and exclude GST, which is added on your tax invoice. The prices above are the ones in force on 31 October 2026; your accepted Order Form records the prices that apply to you.

4. Users and field licences

Office (admin) users — people who use the desktop platform — are unlimited on Studio and Enterprise. Each person must have their own login; logins are not to be shared.

A field licence lets one person use the XGrafter Field app. Field licences are A$25 per licence per month with no lock-in, A$20 per licence per month on a 12-month term, or A$216 per licence per year paid upfront. On a 12-month term (billed monthly or paid yearly) your first 2 field licences are free.

• You add or remove field licences yourself under Settings › Users & Permissions. A licence is in use while it is assigned to a person; unassigning frees it for someone else.
• Adding licences takes effect straight away and is charged pro-rata for the rest of the current billing period, then at the full rate.
• Removing licences takes effect from your next billing period.
• Field licences are only available on Studio and Enterprise.

5. Free trial

New Customers get a 14-day free trial of their chosen plan with everything switched on. A card or Australian bank account (direct debit) can be added at sign-up or any time before the trial ends, and nothing is charged during the trial. You can cancel at any time during the trial from Settings › Billing and nothing is charged.

Your subscription term and billing start the day the trial ends. If no payment method has been added by then, the account becomes read-only until one is added; data from a lapsed trial is kept for 60 days and then deleted.

6. Term and renewal

• No lock-in (month to month): the subscription runs a month at a time. You can cancel from Settings › Billing at any time; access continues to the end of the month you have paid for and nothing further is charged.
• 12-month term, billed monthly: you commit to 12 monthly payments at the term price, which is locked for the term. At the end of the 12 months the subscription renews for a further 12 months at the then-current term price unless either of us gives 30 days' written notice before the renewal date. We email a reminder 60 days before the term ends.
• 12-month term, paid yearly: as above, but the 12 months are paid in one invoice at the start of the term at the yearly price (10% off the 12 monthly payments). Renewal invoices are issued 30 days before the new term.

On a 12-month term the price is locked for the term. Standard prices can change on 60 days' notice and only take effect for you at your next renewal, or at your next monthly billing date on a no lock-in subscription.

7. Fees and payment

Fees are billed in advance: monthly subscriptions on the same day each month, yearly subscriptions once a year. Payments are processed by Stripe by card or by direct debit from an Australian bank account; direct debits are made under the Stripe BECS Direct Debit Request service agreement you accept when you add your bank account. A tax invoice showing our ABN and the GST amount is emailed for every payment and kept under Settings › Billing.

• If a payment fails we retry it over the following days and email you. Your account keeps working for 7 days.
• From 14 days overdue the account becomes read-only until the balance is paid.
• From 28 days overdue access is suspended apart from the Billing page. Paying the balance restores access straight away.
• Enterprise Customers on an Order Form may pay by invoice on 14-day terms.

Promo codes apply the stated discount for the stated period to the subscription fee only, one code per account at a time; once applied to an active subscription a code keeps its stated terms even if we later withdraw it.

8. Changing plan or term

• Upgrading (Take-off to Studio, or no lock-in to a 12-month term) takes effect immediately; the difference is charged pro-rata and a new term starts if you moved onto one.
• Moving down a plan, or from a 12-month term to no lock-in, takes effect at the end of the current term.
• Choosing to pay yearly can be done at any renewal, or earlier by paying the balance of the term upfront.

9. Cancellation

• No lock-in: cancel at any time from Settings › Billing. The subscription ends at the close of the current month.
• 12-month term: give notice of non-renewal from Settings › Billing or by email at least 30 days before the term ends and the subscription stops at the end of the term. If you stop earlier, the remaining months of the term are still payable, except where the cancellation is because of a material breach by us that we have not fixed within 14 days of your written notice — then nothing further is payable and prepaid fees for the unused part of the term are refunded.
• We may suspend the service immediately, and end the Agreement with 14 days' notice, if fees remain unpaid more than 28 days after the due date, or if you materially breach this Agreement and have not fixed it within 14 days of our written notice.
• If your business has a rough patch mid-term, talk to us: a term can be paused for up to 90 days at half the monthly rate (read-only access, data kept live, the term extended by the paused time), or transferred to another entity you control.

10. Your data

Everything you put into XGrafter — plans, take-offs, quotes, jobs, customers, employees, invoices, documents — is yours. You give us a licence to host and process it only to run the service for you. We do not sell it or share it with anyone except the services needed to run the platform (for example sending it to your accounting software, such as Xero, at your direction, or Stripe for payments).

You can export your data from the platform at any time, and on request we will provide a full machine-readable export within 30 days at no charge. After the subscription ends, data is kept for 60 days so you can export it or come back, then permanently deleted from live systems; encrypted backups roll off on their normal 30-day cycle. Data is hosted in Australia.

11. Using the platform responsibly

You are responsible for your users, for keeping logins confidential, and for removing people who leave your business. You must not use XGrafter to break the law or anyone's rights, send spam, interfere with the service, probe or load-test it without written consent, or copy, resell, reverse-engineer or build a competing product from it.

12. Availability and support

We aim for 99.5% monthly uptime, excluding scheduled maintenance announced in advance and events outside our reasonable control. Support is by email at ops@xgrafter.com during Australian business hours. Enterprise Customers may have a formal SLA with service credits on their Order Form.

13. Warranties and liability

XGrafter is provided as is. Take-offs, quantities and figures the platform produces — including auto take-offs — are there to speed up your work and must be checked by you before you rely on them. To the extent the law allows, we exclude implied warranties, and our total liability for anything arising out of this Agreement is limited to the fees you paid us in the 12 months before the claim. Nothing here excludes rights you have under the Australian Consumer Law that cannot be excluded.

14. Confidentiality and privacy

Each of us keeps the other's confidential information confidential and uses it only for this Agreement. Your data is your confidential information. Our handling of personal information is described in the XGrafter Privacy Policy at xgrafter.com/privacy.

15. Changes to this agreement

We may update this Agreement. We will email your account contacts at least 30 days before a material change takes effect. For a Customer on a 12-month term, a changed Agreement applies from the next renewal; on no lock-in it applies from the next monthly billing date after the notice period. Every accepted copy records the version it was accepted under.

16. Governing law and contact

This Agreement is governed by the laws of Victoria, Australia, and the courts of Victoria have exclusive jurisdiction. Before starting proceedings, both parties will try in good faith to sort the dispute out in writing for at least 21 days. Questions about this Agreement, your subscription or billing: ops@xgrafter.com. The service is provided by X Grafter Pty Ltd, ABN 49 703 685 072.