Terms of Service

1. Agreement and definitions

These Terms of Service (“Terms”) are a binding agreement between Drum Software Inc., a company incorporated in Delaware, United States (“Drum”, “we”, “us” or “our”), and the person or organisation that accesses or uses the Services (“you” or “Customer”).

The “Services” are the Drum website at getdrum.com, the Drum web application, associated APIs, onboarding and import services, support, and related products and services that refer to these Terms. “Customer Data” means information that a Customer or its Users enter, upload, import, connect, send to or generate through the Services. A “User” is an individual whom a Customer authorises to use its Drum account.

If you accept these Terms for an organisation, you represent that you have authority to bind that organisation. If you do not agree to these Terms, do not access or use the Services. You must be at least 18 years old to use the Services.

2. Accounts and authorised Users

You must provide accurate account information and keep it current. You are responsible for deciding who may use your account, assigning appropriate permissions, maintaining the confidentiality of login credentials, and all activity carried out through your account other than activity caused by Drum’s breach of these Terms.

You must promptly notify us at support@getdrum.com if you become aware of suspected unauthorised access. Drum may require Users to use security measures such as multi-factor authentication and may take reasonable steps to protect an account where compromise is suspected.

3. Subscriptions, fees and payment

Paid plans, billing periods, included features and fees are described when you subscribe or in an order agreed with Drum. Fees are charged in the currency shown at checkout or in the applicable order and exclude taxes unless stated otherwise. You are responsible for applicable sales, use, value-added, goods and services, withholding or similar taxes, other than taxes based on Drum’s net income.

Subscriptions renew automatically for successive periods of the same length unless cancelled before the next renewal date. You authorise Drum and Stripe, our payment provider, to charge the payment method on file for recurring fees, applicable taxes and any agreed usage charges. You must keep billing and payment information current.

If we offer a free trial, its duration and any conversion to a paid subscription will be stated when you register. Drum may change fees for a future renewal period by giving reasonable advance notice. Except where required by law or expressly agreed in writing, fees already paid are non-refundable and non-transferable.

4. Customer Data

As between the parties, the Customer retains all rights in Customer Data. The Customer grants Drum a non-exclusive, worldwide licence to host, copy, transmit, display, modify and otherwise process Customer Data only as reasonably necessary to operate, provide, secure, monitor, maintain, support and improve the Services, carry out the Customer’s instructions, and comply with law.

The Customer is responsible for the accuracy, quality and legality of Customer Data and for ensuring that it and its Users have all rights, permissions and lawful bases required to provide that data to Drum. This includes personal information, confidential information and information concerning the Customer’s clients, personnel, suppliers and other third parties.

Drum does not acquire ownership of Customer Data. We may create and use aggregated or de-identified information to operate, analyse and improve the Services, provided that it does not identify a Customer or individual.

5. Onboarding, imports and integrations

At the Customer’s request, Drum may assist with onboarding and imports. This may involve uploading Customer-provided source data to Google Sheets or using other Google services to review, validate, map, transform and import that data into Drum. The Customer instructs Drum to perform that processing for the requested onboarding or import.

The Services may allow a Customer to connect third-party services such as Google, Microsoft, Xero, MYOB and QuickBooks. The Customer authorises Drum to exchange Customer Data with each connected service as necessary to provide the integration and in accordance with the permissions selected by the Customer or User.

A Customer may also use Drum’s API or configure webhooks to send selected Customer Data to destinations it controls. The Customer is responsible for each connection, credential, recipient and destination it selects, and for the third party’s use, security and availability. Third-party services are governed by their own terms and privacy practices.

6. AI-assisted features

Optional AI-assisted features may process selected emails, receipts, invoices, spreadsheets, documents or extracted content using OpenAI to create or structure records in Drum. By using an AI-assisted feature, the Customer instructs Drum to send the submitted material to that provider for the requested processing.

AI-generated results may be incomplete, inaccurate or unsuitable. Users must review results before relying on them, and the Customer remains responsible for records created or actions taken using those results. The Customer must ensure it is authorised to submit the relevant content and must not use an AI-assisted feature in a way that violates law or another person’s rights.

7. Confidentiality, privacy and data location

Each party may receive non-public information that a reasonable person would understand to be confidential (“Confidential Information”). Customer Data is the Customer’s Confidential Information. The receiving party will use the other party’s Confidential Information only to perform or exercise its rights under these Terms, protect it using reasonable care, and disclose it only to personnel, contractors, professional advisers and service providers who need it for that purpose and are subject to confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction, becomes public through no breach, is received lawfully from another source without a duty of confidentiality, or is independently developed without using the other party’s Confidential Information. A party may disclose information where required by law after giving notice where legally permitted.

Our Privacy Policy and Data Management and Security summary explain how Drum handles personal information and Customer Data. Drum’s core production application, databases, caches and file storage are hosted in Sydney, Australia. Some features and service providers process information outside Australia as described in the Privacy Policy and our Subprocessors list.

8. Security and support access

Drum uses reasonable administrative, technical and organisational safeguards designed to protect Customer Data, including encryption in transit, access controls and confidentiality obligations. Authorised Drum personnel may access Customer Data where reasonably necessary to provide requested support, maintain or secure the Services, investigate misuse, or comply with law. Where available, support access uses tools designed to record who accessed the account and why.

No online service is completely secure. The Customer is responsible for configuring its account appropriately, managing User access, maintaining its own copies or exports of data it requires, and using the Services in accordance with its own legal, regulatory and contractual obligations.

9. Acceptable use

You and your Users must not:

• use the Services unlawfully, fraudulently or to infringe another person’s rights;
• upload malicious code or material designed to disrupt, damage or gain unauthorised access to systems or data;
• attempt to bypass security controls, probe for vulnerabilities without written permission, or interfere with the integrity or performance of the Services;
• access another Customer’s account or data without authorisation;
• reverse engineer or attempt to derive the source code of the Services except to the limited extent such a restriction is prohibited by law;
• resell, sublicense or provide the Services to third parties except as expressly permitted by an agreed plan or written agreement;
• use automated means in a manner that places an unreasonable load on the Services or circumvents documented usage limits; or
• use the Services to develop or train a competing product using Drum’s non-public functionality, content or data.

10. Drum intellectual property and feedback

Drum and its licensors retain all rights in the Services, software, designs, documentation, trademarks and other materials we provide, excluding Customer Data. Subject to these Terms and payment of applicable fees, Drum grants the Customer a limited, non-exclusive, non-transferable right during its subscription to allow its authorised Users to access and use the Services for the Customer’s internal business purposes.

If you provide suggestions or feedback about the Services, Drum may use it without restriction or payment, provided that we do not identify you publicly as the source without permission.

11. Service changes and availability

We may improve, modify or discontinue features from time to time. We will use reasonable efforts to avoid materially reducing the core functionality of a paid plan during its current subscription period and to provide reasonable notice of material changes where practicable.

The Services may be unavailable because of maintenance, third-party failures, security events or circumstances beyond our reasonable control. Drum does not guarantee uninterrupted or error-free operation, but we will use reasonable efforts to maintain and restore the Services.

12. Suspension

Drum may suspend access to all or part of the Services where reasonably necessary to address an overdue undisputed payment, a material breach of these Terms, a security risk, unlawful activity, or use that threatens the Services or another customer. Where practicable, we will notify the Customer and provide an opportunity to remedy the issue before suspension. We will limit a suspension to the scope and duration reasonably necessary.

13. Cancellation, termination and deletion

A Customer may cancel its subscription through the Services or by contacting Drum. Unless otherwise agreed, cancellation takes effect at the end of the current paid subscription period and does not entitle the Customer to a refund for that period.

Either party may terminate these Terms if the other party materially breaches them and does not remedy the breach within 30 days after written notice, or immediately if the breach cannot reasonably be remedied. Either party may also terminate if the other becomes insolvent or ceases business. Drum may terminate a free account or trial on reasonable notice.

Cancellation of a subscription does not by itself necessarily delete the Customer’s account. Before requesting account deletion, the Customer must export any Customer Data it wishes to retain. When an account is deleted, active Customer Data is deleted as part of that process. Where applicable, limited copies may remain temporarily in backup or disaster-recovery systems until they are overwritten or expire through their normal lifecycle, and Drum may retain information required for legal, security or accounting purposes.

Sections that by their nature should survive termination—including accrued payment obligations, confidentiality, intellectual property, disclaimers, liability, indemnity and dispute provisions—will survive.

14. Warranties and disclaimers

Each party warrants that it has authority to enter into these Terms. Except for that express warranty and to the maximum extent permitted by law, the Services are provided “as is” and “as available”. Drum disclaims all implied warranties, including merchantability, fitness for a particular purpose, title and non-infringement.

Drum does not warrant that the Services, imports, integrations or AI-generated results will be uninterrupted, error-free, complete or suitable for a particular professional, accounting, tax or legal purpose. Nothing in these Terms excludes a warranty, guarantee or other right that cannot lawfully be excluded.

15. Liability

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary or consequential loss, or for lost profits, revenue, goodwill or anticipated savings, arising from or related to the Services or these Terms, even if advised that such loss was possible.

To the maximum extent permitted by law, each party’s total aggregate liability arising from or related to the Services or these Terms will not exceed the fees paid or payable by the Customer to Drum during the six months immediately before the event giving rise to the first claim.

The exclusions and cap above do not apply to payment obligations, fraud, wilful misconduct, a breach of confidentiality, infringement or misappropriation of the other party’s intellectual property rights, or liability that cannot lawfully be excluded or limited.

16. Indemnity

The Customer will defend and indemnify Drum and its officers, employees and contractors against third-party claims, damages and reasonable costs arising from Customer Data or the Customer’s use of the Services in breach of these Terms, including a claim that Customer Data infringes another person’s rights. Drum will promptly notify the Customer of a claim, allow the Customer to control the defence and settlement, and provide reasonable cooperation at the Customer’s expense. The Customer may not settle a claim in a way that admits fault by or imposes an obligation on Drum without Drum’s written consent.

17. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Before commencing formal proceedings, each party will give written notice of a dispute and the parties will attempt in good faith to resolve it for at least 30 days.

If a dispute is not resolved informally, it will be finally resolved by binding arbitration administered by the American Arbitration Association under its applicable Commercial Arbitration Rules. The arbitration will be conducted in English by one arbitrator and may take place remotely or in Kent County, Delaware. Arbitration will proceed only on an individual basis and not as a class, consolidated or representative action. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property, confidential information, security or against unauthorised use. If arbitration is unavailable or unenforceable for a claim, the state and federal courts located in Delaware will have exclusive jurisdiction.

18. General terms

Neither party is liable for a delay or failure caused by circumstances beyond its reasonable control, except for payment obligations. The Customer may not assign these Terms without Drum’s written consent. Drum may assign them as part of a merger, reorganisation, financing or sale of all or substantially all of its business or assets.

These Terms, any applicable order and the policies expressly incorporated by reference form the entire agreement about the Services and replace prior discussions or agreements on that subject. If an order conflicts with these Terms, the order controls to the extent of the conflict. A waiver must be in writing. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will continue.

Notices from Drum may be delivered electronically to the account email address or through the Services. Legal notices to Drum must be sent to support@getdrum.com and to the address below. These Terms do not create a partnership, joint venture, employment or agency relationship, and no third party has a right to enforce them.

19. Changes and contact details

We may update these Terms as the Services or our legal obligations change. We will publish the revised Terms and update the date above. Where a change materially affects an existing paid subscription, we will provide reasonable advance notice and the change will ordinarily take effect at the next renewal unless earlier application is required by law or necessary to protect the Services.

Drum Software Inc.
2140 South Dupont Highway
Camden, Delaware 19934
United States
Email: support@getdrum.com