Draper Platform Terms

Current at: 14 April 2026

These terms and conditions (Terms) apply to the subscription of the Draper Services and provision of ancillary services to Customers. A Customer accepts these Terms, by: (1) placing an Order that references these Terms, or (2) using the Draper Services in a live environment.

1. Dictionary

1.1 Capitalised words and expressions used in this Agreement are defined in the dictionary in Schedule 1.

2. Draper Services

2.1 Subject to the terms of the relevant Order and this Agreement, Customer, exercisable through its Authorised Users, shall have the non-exclusive and non-transferable right to access and use the Draper Services and related Documentation strictly for the Permitted Use.

2.2 The Draper Services are used to generate Outputs including without limitation Reports.

2.3 To access the Draper Services, Customer must create a Customer Account. Customer must ensure that the information it provides to Draper is accurate, up-to-date and complete.

2.4 Any new Orders for additions to the functionality of the Draper Services during the Term, including the purchase of any Add-on Credits, shall be coterminous with the initial Order.

2.5 Customer shall be responsible and liable for the acts and omissions of its Authorised Users and other persons it permits to access the Draper Services including for any loss of data or functionality caused directly or indirectly by Customer or those persons.

2.6 Customer’s use of any third-party applications, services or products for use in connection with the Draper Services (Third-Party Products) and any exchange or other transfer of any information between Customer and any third-party provider (Third-Party Data Transfer) is solely between Customer and the applicable third-party provider. Draper makes no warranties of any kind and assumes no liability whatsoever for Customer’s or Authorised Users’ use of such Third-Party Products or for acts or omissions in connection with any such Third-Party Data Transfer. Draper may modify the Draper Services during the Term, including by adding or removing features, functions, limits, or add-ons.

3. Limitations

3.1 Customer agrees not to do any of the following, or allow any other person or entity (including without limitation any of their Affiliates or respective Authorised Users) to do the same: (a) fail to comply with or seek to work around any technical limitations, rules or guidelines in the Draper Services; (b) modify, copy or create derivative works, republish, translate, reverse engineer, decompile, or otherwise reduce to a readable form any technology contained within the Draper Services, including without limitation using the Draper Services to discover any underlying components of the models, algorithms and systems or other AI services; (c) make the Draper Services available to any person or entity other than Authorised Users; (d) make any verbal or written representations or warranties relating in or to the Draper Services; (e) use the Draper Services or promotional materials in any manner or for any purpose not specifically authorised or permitted by this Agreement; (f) remove, modify or obscure the terms and conditions, documentation, or any proprietary notice included with the Draper Services; (g) store or communicate defamatory, infringing, fraudulent, malicious or otherwise unlawful content; (h) conduct load testing, penetration tests, port scans, vulnerability assessments or other similar performance or security testing (in which case the results of testing activities shall be confidential information of Draper); (i) use the Draper Services: (i) to try to gain unauthorised access to or disrupt the performance of the Draper Services or any other service, device, data, account or network; (ii) to spam or distribute any virus, infection, worm or similar harmful software code; or (iii) in a way that could harm or otherwise impair the Draper Services, or anyone else’s use of it; (j) use the Draper Services, or data from the Draper Services, to create, train or improve (directly or indirectly) any AI technology; and (k) access the Draper Services in order to build a product or service that Draper reasonably considers to be competitive with the Draper Services; (l) use web scraping, web harvesting or web data extraction methods to extract data from the Draper Services.

3.2 Without limiting any of Draper’s other rights under this Agreement, violation of the terms in this clause 3 by an Authorised User may result in suspension of that Authorised User’s use of the Draper Services to the extent reasonably necessary to address said violation.

4. Service Orders

4.1 Draper shall provide the Draper Services to Customer as described in the Order, read subject to these Terms.

4.2 In the event of any inconsistencies between these Terms and an Order, these Terms shall take precedence.

5. Support Services

5.1 The Draper Services come with the Support and Maintenance Services described in this clause 5.

5.2 Customers will have access to a help, support and service desk to raise service and support requests in relation to the Draper Services (Service Desk).

Service Desk is open 8.30am to 5:00pm Monday to Friday, AEST/AEDT, excluding public holidays (Support Hours).
Service and support requests (Support Requests) may be logged during or outside the Support Hours at any time through the Service Desk form or via an online messaging channel made available by Draper (e.g. Slack). Support Requests logged outside the Support Hours will be actioned during the next Support Hours coverage period.
Support is offered as a remote service. If Customer requires on-site support services, this is available for an additional cost by prior quotation and agreement with Customer.
In the event that Draper requires access to the Draper Services in order to monitor, manage, troubleshoot, maintain, update, path, repair, perform emergency services or otherwise support any aspect of the Draper Services, Customer will allow access by Draper.

5.4 Customer must report to the Service Desk material technical issues related to the performance or functionality of the Draper Services.

6. Commercial Terms

6.1 Customer shall pay Draper the Fees in accordance with this clause 6.

6.2 The Fees comprise the Subscription Fees for the Draper Services, payable: (i) monthly in advance or (ii) yearly in advance (as set out in the Order) and Add-On Credit Fees.

6.3 The Fees do not include any fees or charges for computer, data storage, backup and machine learning processing fees.

6.4 All Fees are made using a Payment Processor on a direct debit basis, and Customer must read, understand and agree to be bound by the Payment Processor’s terms and conditions.

6.5 By placing an Order, Customer agrees that Draper and/or the Payment Processor is authorised to charge Customer for all Fees due and payable to Draper using the payment method designated in the Customer Account (including at the time Customer purchases a Subscription Plan and again at the beginning of any subsequent Billing Period) and that no additional notice or consent is required.

6.6 Except as specifically set forth in this Agreement, all Orders, including all payment obligations thereunder, are non-cancellable and all payments made are non-refundable, including Subscription Fees.

6.7 The Fees are fixed during the Initial Term. Draper may increase the Fees for any Renewal Term subsequent to the Initial Term.

6.8 Customer shall be responsible for payment of all sales and use taxes goods and services taxes, or similar charges relating to Customer’s purchase and use of the Draper Services.

7. Credits

7.1 The Draper Services enable the Customer to generate Reports.

7.2 With respect to generating Reports:

each Report consumes a predefined number of Credits as further explained in the FAQs on the Draper Website.
the number of Credits available to Customer is: (A) initially determined by the Subscription Plan purchased by Customer; and (B) additionally Customer may purchase additional Credits (Add-On Credits), or receive Credits at no cost through promotions offered at Draper’s sole discretion (Free Credits).

7.3 Unused Credits (including Add-On Credits) expire at the end of each Billing Period and upon the termination of a Subscription Plan.

8. IPR

8.1 Customer acknowledges and agrees that, as between the parties, all right, title and interest in and to Draper IP and Third Party IP will remain the property of Draper and Draper’s licensors and/or Affiliates and nothing in these Terms constitutes an assignment of any Draper IP or Third Party IP to Customer, Authorised Users or any other person or entity.

8.2 To the extent that Customer or any other person or entity is able to assert any right to ownership of IPRs in the Draper IP or Third Party IP, Customer agrees to itself, or procure that the third party, irrevocably assigns to Draper or the Third Party (as relevant) all such IPRs. Customer agrees to immediately execute, or procure that the relevant third party immediately executes, any documentation that Draper requires to give effect to the assignments above.

8.3 Draper does not claim IPR over any Inputs or Outputs. Customer must make its own determination regarding the IPR it has in Outputs and its usability. Customer warrants and represents that it owns or otherwise controls all of the rights to the Inputs, including without limitation all the rights necessary for Customer to provide, upload, input or submit the Inputs while using the Draper Services. Customer is solely responsible for responding to any third party claims regarding the use of the Draper Services in compliance with applicable laws, including without limitation copyright infringement or other claims relating to Inputs or Outputs.

8.4 As part of providing the Draper Services, Draper may process and store Inputs and Outputs for the purposes of monitoring for and preventing abusive or harmful uses of the Outputs of the Services.

8.5 Customer retains ownership of all right, title and interest in and to all Customer IPR and Customer Data, subject to the rights and permissions expressly granted in this Agreement. Customer hereby grants a royalty-free, worldwide, licence to use Customer IPR and Customer Data, including Personal Data, to Draper, their subcontractors and Personnel as necessary to perform the Draper Services during the Term.

8.6 Draper shall have a royalty-free, worldwide, irrevocable, perpetual licence to use and incorporate into the Draper Services any feedback provided by Customers relating to the operation of the Draper Services.

9. Confidentiality

9.1 Neither party shall disclose the Confidential Information disclosed by the other party to any third party, except to Representatives on a need-to-know basis, to the extent required by law or required to instruct the Receiving Party’s professional advisers.

10. Term and Termination

10.1 The Term of this Agreement commences upon the Order Effective Date and, unless terminated earlier pursuant to this Agreement, will continue for the Term.

10.2 Each Order placed under these Terms renews for additional Renewal Terms as set out in the Order, or, if no period is set out in the Order, terms of the same length as the Initial Term, unless: (a) earlier terminated pursuant to clause 10.3; or (b) either party gives the other party written notice of non-renewal prior to the expiration of the then-current term (each, a Renewal Term and together with the Initial Term, the Term).

10.3 Either party may terminate this Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach.

10.4 Upon expiration or termination of this Agreement: (a) all rights, licences, consents and authorisations granted by either party to the other will immediately terminate; (b) all unused Credits shall be forfeited without compensation; (c) Customer shall cease all use of the Draper Services and Documentation, and: (i) promptly return to Draper, or at its written request destroy, all documents and materials incorporating or based on any Documentation or Confidential Information; and (ii) permanently erase the Draper Services, Documentation and Confidential Information from all systems; (d) if Customer terminates this Agreement pursuant to clause 10.3, Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination (though any payments, including Fees, already paid will not be refunded); and (e) if Draper terminates these Terms pursuant to clause 10.3, all minimum Subscription Fees that would have become payable had these Terms remained in effect until expiration of the then current Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously-accrued but not yet paid Fees, immediately on receipt of Draper’s invoice.

11. Representations and Warranties

11.1 Customer must comply with all Laws applicable to its use of the Draper Services, including privacy laws.

11.2 Draper does not provide any warranty in respect of, and will not support any claims resulting from: (a) non-compliance with specifications or this Agreement by Customer or Authorised User; (b) Customer’s media, software, interfacing supplies, or other products; (c) abuse, negligence, accident, loss or damage in transit, fire or water damage, electrical disturbances, transportation by Customer; (d) other causes beyond Draper’s reasonable control; (e) any error, disruption, fault, failure, neglect or other deficiency in any third party product or service; (g) a breach of clause 3 of these Terms; or (h) any errors or inaccuracies in Outputs, including without limitation due to use of machine learning.

11.3 Customer represents, warrants and covenants to Draper that: (a) to the extent required by Law, Customer is lawfully authorised to engage Draper to process the Customer Data; (b) the Customer Data does not and will not violate any rights of any third party; and (c) the Customer Data is not unlawful.

11.4 Except for any warranty set forth explicitly in this Agreement and warranties that are not excludable under Law, the Draper Services are provided to Customer “as is” and with all faults and defects without warranty of any kind. To the maximum extent permitted under Law, Draper, and on behalf of its Affiliates and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Draper Services, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice. Without limitation to the foregoing, Draper provides no warranty or undertaking, and makes no representation of any kind that the Draper Services will meet Customer’s requirements, achieve any intended results, be compatible, or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards or be error free, or that any errors or defects can or will be corrected.

11.5 Customer acknowledges and agrees that:

the Draper Services are powered by AI technology to assist in the generation of Outputs;
the Draper Services are not designed, intended or to be used as substitutes for professional advice;
Outputs are not tested, verified, endorsed or guaranteed by Draper to be accurate, complete, current; and
it assumes responsibility for independently reviewing all Outputs and any decisions, actions or omissions based on Outputs, and will not use the Draper Services to make decisions or take actions without appropriate human oversight.

12. Indemnities

12.1 Customer shall indemnify, defend and hold harmless Draper and its respective Affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns (each, an Draper Indemnitee) from and against Losses incurred by such Draper Indemnitee in connection with any claim or action by a third party to the extent that such Losses arise out of or relate to any: (a) Customer Data, Inputs or Outputs infringing the IPRs of such third party; (b) a breach of the Permitted Use; (c) the fraud or fraudulent misrepresentation of Customer and Representatives; (d) a breach by Customer or its respective Affiliates and Representatives of any Laws; or (e) the misuse or misappropriation of Draper IP by Customer or its Affiliates and Representatives, except to the extent that any such Loss arises directly due to an act or omission of any Draper Indemnitee.

12.2 Draper is entitled to mitigate the risk or Losses of any actual or threatened infringement of any third-party’s IPR by: (a) obtaining the right for Customer to continue to use the Draper Services, the Draper Services, and Documentation in all material respects as contemplated by this Agreement; (b) modifying or replacing the Draper Services and Documentation to make them non-infringing, while providing materially equivalent features and functionality; or (c) if options (a) or (b) are not commercially reasonable, by written notice to Customer, terminating this Agreement with respect to all or part of the Draper Services and issuing Customer a refund equal to the balance of any prepaid amount.

13. Liability Limits

13.1 The aggregate liability of each party to the other under this Agreement for Loss sustained by a party in connection with this Agreement is limited to the lower of: (a) amounts actually paid by Customer under this Agreement in the 12 months immediately preceding the act or omission (or the onset of a series of related acts or omissions) giving rise to Loss; or (b) $50,000.

13.2 The limits in clause 13.1 do not apply in relation to liability for: (a) the liability for the indemnities set out in clause 12; (b) negligence of either party causing death or personal injury; (c) either party’s breach of clause 9; (d) Customer’s obligation to pay Fees properly due under this Agreement.

13.3 Notwithstanding clauses 13.1 or 13.2, each party excludes all liability, whether in contract, tort (including negligence and breach of statutory duty howsoever arising), or otherwise, to the other for any Indirect Loss, loss of services (including without limitation any interruption, delay, or inability to use the Service), loss resulting from system or system failure, malfunction, or shutdown, or exemplary, special, or punitive damages, whether arising out of or in connection with this Agreement. Draper’s liability under or in connection with this Agreement will be reduced to the extent that the liability arose through an act or omission of the Customer or its Representatives, including a breach of this Agreement.

14. General

14.1 Draper may engage its Affiliates and other third parties by written notice to Customer as subcontractors, provided that Draper shall remain responsible for the acts and omissions of such subcontractors.

14.2 The parties acknowledge that, for the purposes of this Agreement, the relationship between the parties is not one of association, partnership or joint venture, but is one of independent contractor.

14.3 Draper may include Customer’s name and logo on its owned and operated websites, in its lists of customers, press releases and other promotional materials with the prior written consent of the Customer, not to be unreasonably withheld. The foregoing does not prevent Draper using the Customer’s name and logo in private pitches to potential customers.

14.4 Any notice or communication under this Agreement will be in writing and will be effective upon delivery as follows: (i) when delivered via registered mail, to the address specified in an Order; or (ii) when sent via email to the email address specified in an Order.

14.5 This Agreement constitutes the sole and entire agreement of the Parties and supersedes all prior and contemporaneous understandings, agreements, representations and warranties.

14.6 Neither party may assign any of its rights or obligations hereunder without the other party’s prior written consent (not to be unreasonably withheld); provided, however, Draper may assign this Agreement in its entirety, without Customer’s consent to an Affiliate of Draper or in connection with a merger, acquisition, or sale of its shares or assets. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.

14.7 Each party will be excused from performance for any period during which such party or any subcontractor is prevented from performing any obligation or Service (except for any payment obligation), in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence (Force Majeure Event), including acts of God, flood, fire, strikes, riots, acts of terrorism or war, epidemics, communication line failures and power failures.

14.8 This Agreement is for the sole benefit of the parties and nothing herein, unless expressly stated, confers upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever.

14.9 Any variation of this Agreement must be agreed by the parties in writing. A failure to exercise or a delay in exercising any right, power or remedy under this Agreement does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.

14.10 If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, that provision shall be reformed to achieve as nearly as possible the same effect as the original term and the remainder of this Agreement shall remain in full force. Each provision of this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any termination or expiration of this Agreement.

14.11 This Agreement shall be governed by the laws of the State of New South Wales. In any dispute arising out of this Agreement, Customer consents to the exclusive jurisdiction of the State of New South Wales.

Schedule 1 – Dictionary

1. In this Agreement:

‘Add-On Credit Fees’: mean the applicable fees for the purchase of any Add-On Credits, as set out in an Order.
‘Affiliate’: of a party means any other entity that controls, is controlled by, or is under common control with, such party.
‘Agreement’: means an Order and these Terms as relating to it.
‘Authorised User’: means an individual natural person user who is authorised by the Customer to use the Draper Services through the relevant Customer Account subject to the terms of this Agreement, but must not include any person who is, or is engaged by, a competitor of Draper.
‘Billing Period’: means each recurring period in which Subscription Fees are payable during the Term as set out in the Order.
‘Business Day’: means a day which is not a Saturday, Sunday or a public holiday in New South Wales.
‘Confidential Information’: means any information identified as confidential, that would, of its nature be considered confidential by a reasonable person or that is disclosed under circumstances that would indicate confidential treatment, whether or not identified as ‘confidential’, including Draper Services and Documentation.
‘Credits’: means the credits that are purchased by, or granted to, Customer that enable it to generate Reports.
‘Customer’: means the legal entity which has agreed to take the Draper Services.
‘Customer Account’: means the unique account that is established for the Draper Services for Customer.
‘Customer Data’: means any data or information of the Customer that is made available by Customer or an Authorised User, through the Draper Services, pursuant to the Authorised Purpose, including all adaptations, excerpts and modifications.
‘Customer IPR’: means any IPR of Customer, including any Customer-provided software code, apps, interfaces, content, literature, trade marks, Confidential Information, and documentation.
‘Data Subject’: means an identified or identifiable natural person.
‘Documentation’: means any documents or materials that Draper makes available to its customers.
‘Draper’: means Bardar Pty Ltd (ACN 664 482 384) T/A Draper AI.
‘Draper IP’: means any IPR related (either directly or indirectly) to any and all portions of the Draper Services or Documentation owned by Draper or its Affiliates, including any original software code, apps, connectors, agents and interfaces, any Draper-provided content and literature, trade marks, Confidential Information, and documentation relating to the Draper Services and related support, including all copies, enhancements, additions, corrections, modifications, updates or upgrades of the foregoing in any form or medium, whether now known or existing or hereafter developed, including IPRs in any New Material.
‘Draper Services’: means the software and services made available by Draper as a software-as-a-service using AI technologies for the Permitted Use, comprising the Draper IP and Third Party IP, including any updates, changes or new versions made from time to time.
‘Draper Website’: means the website available at www.draper.chat or its successor URL.
‘Fees’: means the fees set out in the applicable Order.
‘Indirect Loss’: means an indirect, incidental or consequential loss not being a loss which arises naturally as a result of a breach of this Agreement or other event the subject of the relevant claim, and includes loss of profits or revenue, loss of anticipated savings, loss of opportunity or business, or loss of goodwill, loss or corruption of data, loss resulting from (i) failure to accurately transfer, read, or transmit information, (ii) failure to update or provide correct information, or (iii) breaches in system security, regardless of whether such losses were foreseeable and whether or not a party was advised of the possibility such losses.
‘Initial Term’: means the period identified as such in the Order (which may be one (1) month, one (1) year or any other agreed period from the Order Effective Date), and if no period is identified, means a period of one (1) year from the Order Effective Date.
‘Inputs’: means the content Customer provides, uploads, inputs or submits to the Draper Services, including without limitation for the purposes of creating Outputs.
‘Intellectual Property Rights’ or ‘IPR’: means all industrial and intellectual property rights including, but not limited to copyright (both present and future), Confidential Information (including trade secrets), patents, designs, trade marks and any sui generis database protection rights.
‘Law’: means any applicable law, statute, regulation, and judicial decision of any arbitrator, court or tribunal of competent jurisdiction.
‘Losses’: means any and all losses, excluding Indirect Loss however arising, exemplary, special or punitive damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind.
‘New Material’: means material that is created, developed or otherwise brought into existence by or on behalf of Draper in the performance of this Agreement.
‘Order’: means any ordering document(s), subscription or payment interface, and/or associated agreement(s) under which Customer orders or agrees to take specific Draper Services from Draper, including as provided on the Draper Website or a Payment Processor platform.
‘Order Effective Date’: means the effective date specified in the applicable Order, or if no effective date is specified, the date that the Customer subscribes to the Draper Services by placing an Order.
‘Outputs’: means the outputs, recommendations, insights and Reports generated by the use of the Draper Services.
‘Payment Processor’: means Stripe Payments Australia Pty Ltd (ACN 160 180 343), or such other payment processor identified in the Order.
‘Permitted Use’: means any use of the Draper Services by an Authorised User in the Territory to generate Outputs.
‘Personal Data’: means any information that is contained in Customer Data and relates to a Data Subject.
‘Personnel’: means individuals involved in the performance of Draper Services as employees, agents or independent contractors of Draper or its Affiliates.
‘Renewal Term’: means the period(s) identified as such in the Order.
‘Reports’: means Outputs in the form of reports containing marketing intelligence data in return for Credits.
‘Representatives’: means, with respect to a party, that party’s and its Affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors and legal advisors.
‘Subscription Fees’: mean the applicable subscription fees for the Draper Services based on the subscription tier elected by the Customer, as set out in the Order.
‘Subscription Plan’: means the subscription plan purchased by Customer as specified in an Order, which governs the scope of Customer’s use of the Draper Services, including Credit entitlements.
‘Support and Maintenance Services’: means the services to support and maintain the Draper Services.
‘Term’: means the Initial Term plus any Renewal Term.
‘Terms’: means the terms and conditions of this document, including the Schedules and Annexures.
‘Territory’: means Australia.
‘Third Party IP’: means any third party and open-source IPR incorporated into the Draper IP, which is subject to third party licences, or open-source rules.

2. In this Agreement: (a) words such as ‘including’ and similar expressions are not words of limitation; (b) a reference to dollars or $ is to Australian dollars; (c) singular includes plural and vice-versa; (d) headings are for reference only and do not affect the interpretation; and (e) references to a statute means such statute as amended from time to time and includes any successor legislation and any promulgated regulations.