Standard Terms and Conditions

These Standard Terms apply to all Order Forms entered between Draftable Pty Ltd (Draftable) and the Customer. Together with the applicable Order Form, they form the Agreement. The Order Form prevails to the extent of any inconsistency. By submitting an Order Form (including online), the Customer accepts these Standard Terms. Capitalised terms not otherwise defined are defined in clause 15.

1. Licence. Draftable grants the Customer a worldwide, non-exclusive, non-transferable, non-sublicensable licence during the Term to install and use the Software on the Customer's systems solely for the Customer's internal business purposes and in accordance with the Usage Limits. The Customer may permit its Users to access and use the Software, but only within the Usage Limits. The Customer is responsible for each User's compliance with this Agreement as if those acts or omissions were the Customer's own. The Customer shall not, and shall ensure that no User or third party will: (a) copy, modify, decompile, reverse engineer, or create derivative works from the Software; (b) sublicense, sell, lease, distribute, or otherwise make the Software available to any person other than permitted Users; (c) use the Software to develop any product or service that competes with Draftable's products or services; (d) circumvent any security, technical, or usage controls in the Software; (e) remove, alter, or obscure any Draftable branding, logo, or proprietary rights notice in the Software; or (f) use the Software in any way that breaches any law or infringes any person's rights.

2. Delivery and Licence Key. Draftable will deliver the Software by electronic download via a Licence Key. The Customer is responsible for installing the Software on its own systems. The Licence Key controls the functionality and permitted scope of use in accordance with the Order Form and must not be shared beyond permitted Users.

3. Updates. Draftable may from time to time make updates, patches, fixes, or new versions available (Updates). If Draftable provides an Update to the Customer, this Agreement applies to that Update. The Customer is only entitled to receive Updates during the Term while Licence Fees are current.

4. Support Services. If the Order Form includes Support Services, Draftable will provide them in accordance with the Support Services Schedule attached to or referenced in the Order Form. Draftable will use commercially reasonable efforts to meet the target response times in the Support Services Schedule. All support obligations are owed directly to the Customer. Draftable does not guarantee resolution times; a resolution may consist of a fix, workaround, or other solution Draftable deems reasonable.

5. Trial Software. If the Order Form provides for a trial, the Customer may use the Software for internal evaluation purposes only during the trial period specified in the Order Form (or, if not specified, 14 days from delivery). Only the number of Users specified by Draftable may use the trial Software. The Customer acknowledges that trial Software may not be fully functional. On expiry of the trial period, the Customer and each User must delete all copies of the trial Software from their systems. Trial Software is provided "as is" without warranty of any kind. All other terms of this Agreement apply to trial Software.

6. Customer Data. The Customer owns all rights in its data (Customer Data). Nothing in this Agreement transfers ownership of Customer Data to Draftable. The Customer is solely responsible for the legality, accuracy, and quality of Customer Data. Draftable may access and use Customer Data only to the extent necessary to provide the Software and Support Services under this Agreement. Draftable will not use Customer Data to train machine learning models or for any other purpose unless the data is first aggregated and de-identified so that it does not identify the Customer, any User, or any individual. Draftable will notify the Customer promptly (and in any event within 72 hours) of any unauthorised access to, or loss of, Customer Data of which it becomes aware and will take reasonable steps to contain and remediate the incident.

7. Personal Data. If Customer Data contains Personal Data, Draftable will process that Personal Data only in accordance with this Agreement, the Data Processing Addendum (if applicable), and the Customer's lawful instructions. The Customer is responsible for ensuring that it has all necessary consents and legal bases for the disclosure and processing of Personal Data under this Agreement. Each party will comply with all applicable privacy and data protection laws. The Data Processing Addendum at http://www.draftable.com/legal/dpa forms part of this Agreement to the extent that Draftable processes Personal Data on behalf of the Customer.

8. Intellectual Property. Draftable (or its licensors) owns and retains all right, title, and interest in the Software, Documentation, and all related intellectual property, including any Updates, modifications, or derivative works. This Agreement does not transfer any intellectual property rights to the Customer except the licence in clause 1. If the Customer provides any feedback, suggestions, or ideas regarding the Software, Draftable may use that feedback without restriction or obligation.

9. Open-Source and Embedded Software. The Software may include open-source software, in which case the applicable open-source licence terms apply and, to the extent required by that licence, prevail over these Standard Terms. The Software may also include third-party embedded software, in which case the applicable third-party licence terms apply, and the third-party licensors retain ownership of all intellectual property in the embedded software.

10. Confidentiality. Each party will keep the other party's Confidential Information strictly confidential and will use it only for the purposes of this Agreement. Neither party will disclose the other party's Confidential Information except: (a) to its employees, contractors, or advisers who need to know it for the purposes of this Agreement, provided those persons are bound by obligations of confidentiality no less protective than this clause; (b) with the other party's prior written consent; or (c) to the extent required by law, regulation, or court order, provided the disclosing party gives the other party reasonable prior notice where legally permitted. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party at the time of disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is received from a third party entitled to disclose it without restriction. On termination or expiry, each party will, on request, promptly return or destroy the other party's Confidential Information, except to the extent retention is required by law or necessary for the exercise of surviving rights under this Agreement.

11. Fees and Payment. The Customer will pay the Licence Fees set out in the Order Form. Unless otherwise stated, Fees are exclusive of GST and all other taxes. If GST is payable on a supply under this Agreement, the Customer will pay an additional amount equal to the GST at the same time as the consideration for the supply, subject to receiving a valid tax invoice. Late payments will bear interest at the Reserve Bank of Australia's official cash rate, accruing daily from the due date until paid in full. Either party may dispute an invoice in good faith by notifying the other party in writing within 14 days of receipt, setting out the reasons for the dispute. The undisputed portion remains due. The parties will work to resolve the dispute promptly. Draftable will notify the Customer of any proposed Fee adjustments no later than two months before expiry of the then-current Term.

12. Warranties and Liability.

12.1 Warranties. Draftable warrants that: (a) the Software will perform materially in accordance with its Documentation during the Term; and (b) to the best of its knowledge, the Software will not infringe any third party's intellectual property rights. The Customer warrants that it has the authority to enter into this Agreement and will comply with all applicable laws. Except as expressly stated, all conditions, warranties, and representations (whether express or implied), including any implied warranties of merchantability or fitness for a particular purpose, are excluded to the maximum extent permitted by law. Where a statutory guarantee cannot be excluded, Draftable limits its liability to, at its option, repair or replacement of the Software or resupply of Support Services (or the cost of the same).

12.2 Limitation. Neither party will be liable to the other for any indirect, consequential, or incidental loss, including loss of profit, loss of opportunity, or loss of anticipated savings. Each party's total aggregate liability under this Agreement is limited to the Liability Cap specified in the Order Form or, if none is specified, the Licence Fees paid or payable in the 12-month period immediately preceding the event giving rise to the claim. Nothing in this Agreement limits or excludes: (a) liability that cannot be limited or excluded by law; (b) liability under the indemnities in this clause; or (c) liability arising from a party's fraud or wilful misconduct.

12.3 Draftable Indemnity. Draftable will indemnify the Customer against any third-party claim that the Customer's use of the Software in accordance with this Agreement infringes that third party's intellectual property rights (Infringement Claim), provided the Customer: (a) notifies Draftable promptly; (b) gives Draftable sole control of the defence and settlement; and (c) provides reasonable assistance at Draftable's cost. This indemnity does not apply where the Infringement Claim arises from: (a) the Customer's modification of the Software; (b) the Customer's combination of the Software with items not supplied by Draftable; (c) use of the Software other than in accordance with this Agreement; or (d) the Customer's failure to install an Update within 30 days of notice from Draftable. If an Infringement Claim is made or is likely, Draftable may, at its option: (a) procure for the Customer the right to continue using the Software; (b) modify or replace the Software to make it non-infringing; or (c) if neither is commercially reasonable, terminate this Agreement and refund prepaid Fees for the unexpired portion of the Term. This paragraph states Draftable's entire liability and the Customer's exclusive remedy for any Infringement Claim.

12.4 Customer Indemnity. The Customer will indemnify Draftable against any third-party claim arising from or relating to: (a) the Customer's breach of this Agreement; (b) Customer Data; or (c) the Customer's use of the Software other than in accordance with this Agreement, provided that this indemnity does not apply to the extent that the relevant third-party claim is directly attributable to a defect in the Software or a failure of the Software to perform materially in accordance with its Documentation.

12.5 Mitigation. Each party will use reasonable endeavours to mitigate any loss under this Agreement. Any amount claimed under this Agreement will be reduced proportionally to the extent the loss is directly caused by the breach, fraud, or negligence of the claiming party or its personnel.

13. Term and Termination. This Agreement commences on the date specified in the Order Form and continues for the Initial Term. Unless a party gives written notice of non-renewal at least one month before expiry of the then-current Term, the Agreement will renew for successive 12-month periods. Draftable may adjust Fees on renewal in accordance with clause 11. Either party may terminate this Agreement immediately by written notice if the other party: (a) commits a material breach and fails to remedy it within 14 days of receiving written notice; or (b) becomes insolvent. The Customer may also terminate this Agreement for convenience by giving Draftable not less than one month's prior written notice, provided that the Customer must pay all Licence Fees that would have been payable for the remainder of the then-current Term (excluding any Fees for Support Services). For the avoidance of doubt, any use of the Software other than in accordance with this Agreement, or failure to pay Fees when due, constitutes a material breach. On termination or expiry: (a) all licences cease and the Customer and each User must stop using the Software and, as directed by Draftable, destroy, permanently delete, or return all copies; (b) each party will return or destroy the other party's Confidential Information in accordance with clause 10; and (c) any Fees owing up to the date of termination remain due and payable. Clauses 6 to 12 and 14 survive termination or expiry.

14. Disputes. If a dispute arises, either party may give written notice to the other setting out the details of the dispute. The parties will negotiate in good faith to resolve the dispute within 20 business days of that notice. Neither party may commence court proceedings in respect of a dispute unless it has first complied with this clause, except that nothing prevents a party from seeking urgent interlocutory or injunctive relief at any time. Each party will continue to perform its obligations under this Agreement despite the existence of a dispute.

15. Definitions.

Agreement has the meaning given in the preamble.

Confidential Information means all non-public information disclosed by one party to the other in connection with this Agreement, whether in writing, orally, or by any other means. The terms of this Agreement are Confidential Information of both parties.

Customer Data means any documents or data inputted into the Software by the Customer or its Users, including via the web version of the Software.

Data Processing Addendum means the data processing addendum made available by Draftable, as updated from time to time.

Documentation means Draftable's published user guides and technical documentation for the Software, as updated from time to time.

Initial Term means the initial licence term specified in the Order Form.

Licence Fees means the fees specified in the Order Form.

Licence Key means the key provided by Draftable to activate the Software and control its permitted scope of use.

Order Form means a signed or submitted order form (including an online order form) that references these Standard Terms.

Personal Data means any information relating to an identified or identifiable natural person, as defined under applicable privacy and data protection laws.

Software means the Draftable software identified in the Order Form (whether installed on the Customer's systems or accessed via Draftable's web-based platform), including related Documentation, any Updates, and any embedded or supplementary software provided by Draftable.

Support Services means the support services specified in the Order Form and the applicable Support Services Schedule.

Support Services Schedule means the schedule specifying priority levels, target response times, and support features attached to or referenced in the Order Form.

Term means the Initial Term and any renewal periods under clause 13.

Update has the meaning given in clause 3.

Usage Limits means the number of Users and any other usage restrictions specified in the Order Form.

User means the Customer's employees, contractors, and agents who are authorised by the Customer to use the Software.

16. General.

Notices. All notices must be in writing and sent to the address or email in the Order Form. Email notices are effective when sent (unless the sender receives a delivery failure notification). Postal notices are effective 3 business days after posting (7 days if international).

Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to a Related Body Corporate (as defined in the Corporations Act 2001 (Cth)) or in connection with a merger, acquisition, or sale of substantially all of its assets, on written notice to the other party.

Publicity. Neither party will use the other party's name, logo, or trademarks without prior written consent, except that Draftable may identify the Customer as a customer on its website and in marketing materials unless the Customer notifies Draftable otherwise.

Variation. Draftable may update these Standard Terms from time to time by publishing the updated version at http://www.draftable.com/legal/product-terms. Updated terms apply to any Order Form entered after the date of publication. For existing Order Forms, updated terms take effect on the next renewal date.

Entire agreement. This Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all prior agreements, representations, and understandings.

Severability. If any provision is unenforceable, it will be severed without affecting the remaining provisions.

Governing law. This Agreement is governed by the laws of the jurisdiction specified in the Order Form (or, if none, Victoria, Australia). Each party submits to the non-exclusive jurisdiction of the courts of that jurisdiction.

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