Roundela — Terms of Service
Effective date: 29 August 2026 · Version: 1.0
These Terms of Service govern your organisation's subscription to and use of Roundela.
By clicking to accept, by subscribing, or by using Roundela — including any free trial — you agree to these terms. If you are accepting on behalf of an organisation, you confirm that you have authority to bind that organisation, and "you" means that organisation.
Roundela may not be accessed in order to monitor its availability, performance, or functionality, or for any competitive or benchmarking purpose. Our direct competitors may not access Roundela without our prior written consent.
1. Definitions
"Account Holder" means the organisation that accepts these terms, holds the subscription, and is responsible for paying for it.
"Linked Organisation" means any additional location, site, branch, chapter, region, or related organisation covered by the same subscription, whether or not it is a separate legal entity. Clause 3.4 sets out how Linked Organisations work.
"you" and "your" mean the Account Holder together with every Linked Organisation covered by the subscription.
"AI Features" means features of Roundela that use artificial intelligence to generate or process content.
"Authorised User" means any person you permit to access Roundela through your organisation's account, whether or not they are paid, and whether their access is permanent, temporary, or occasional. This includes but is not limited to your employees, officers, board or committee members, volunteers, contractors, consultants, temporary or seasonal staff, interns, students on placement, agents, and any professional adviser or third party you give access to. It also includes anyone who in fact uses your account or credentials, whether or not you intended them to.
"Beta Feature" means any feature we make available to you at no additional charge and describe as beta, preview, pilot, early access, experimental, or similar.
"Connected Service" means a third-party service you choose to connect to Roundela, including file storage, messaging, accounting, payment, and artificial intelligence services.
"Documentation" means the guides, help articles, and policies we publish for Roundela, as updated from time to time.
"Free Trial" means access to Roundela provided at no charge for an evaluation period.
"LiftBound", "we", "us", "our" means Danielle Ann Butler, a sole trader registered in New Zealand (NZBN 9429051824150), trading as LiftBound.
"Malicious Code" means code, files, scripts, or programs intended to cause harm, including viruses, worms, ransomware, and trojan horses.
"Participant" means any person whose details are recorded in Roundela through your organisation's account, however those details arrive and whoever enters them. This includes but is not limited to: event attendees and registrants; people on a waitlist; volunteers and volunteer applicants; parents, guardians, caregivers, and conservators; minors and dependants; emergency contacts; people who buy tickets, make payments, or donate, whether or not they attend; people named on a booking by someone else; people on a mailing or contact list; staff, board members, referees, and anyone else whose personal details you hold in the platform.
A person is a Participant whether their details were entered by you, by an Authorised User, by the person themselves, by someone else on their behalf, or imported from another system. A person may be a Participant and an Authorised User at the same time.
"Participant Data" means any information about a Participant that is entered, uploaded, collected, imported, or generated through Roundela under your account. This includes but is not limited to: names, contact details, addresses, dates of birth, emergency contacts, relationships between people, medical and health information, dietary and accessibility needs, background check and compliance records, signed waivers and other documents, photographs and images, communication history, attendance and check-in records, volunteer hours, payment and transaction records, notes recorded by your staff, and any custom fields you create.
"Roundela" means the software platform we provide, including all modules within it (such as EventDesk, VolunteerDesk, FinanceDesk and CampaignDesk) and any modules we add over time, together with the Documentation.
"Subscription Details" means the plan, term, price, limits, and any other terms specific to your subscription, as shown when you subscribe and in your account.
"Usage Data" means technical and operational data generated by the use of Roundela — for example, feature usage counts, performance metrics, and error logs — excluding Participant Data.
How to read the lists in these terms. Where these terms give examples — of people, data, activities, features, or modules — those examples are illustrative and never exhaustive, whether or not the words "including but not limited to" appear. Roundela is a growing platform, and these terms are intended to apply to modules, features, and kinds of data added after the date you accepted them, in the same way they apply to those existing at that date.
2. What we provide
2.1 Access. We will make Roundela available to you in accordance with these terms, your Subscription Details, and the Documentation, and will provide standard support at no additional charge.
2.2 Availability. We will use commercially reasonable efforts to keep Roundela available, except for planned maintenance (for which we will give advance notice where practicable) and any unavailability caused by circumstances beyond our reasonable control, including those described in clause 17.9.
2.3 Our people. We are responsible for the performance of our personnel and contractors, and for their compliance with our obligations under these terms.
2.4 Security. We will maintain administrative, physical, and technical safeguards appropriate to the sensitivity of the data Roundela holds, designed to protect its security, confidentiality, and integrity, and to prevent unauthorised access to or disclosure of it.
2.5 Changes. We may change, add to, or remove features over time. We will not materially reduce the overall functionality or security of Roundela during a term you have paid for, and we will give reasonable notice before removing a feature you depend on.
2.6 Free Trials. If we offer you a Free Trial, it runs for the period we tell you at the time, ending at the earlier of that period expiring, the start of a paid subscription, or termination by us. Data entered during a Free Trial may be permanently lost if you do not subscribe before the trial ends. Export anything you need first. Free Trials are provided as is, with no warranty and no indemnity from us, and our total liability in relation to a Free Trial will not exceed NZ$1,000. Your obligations to us — including your indemnity under clause 14.2 — apply in full during a Free Trial.
2.7 Beta Features. Beta Features are optional. They are provided as is, may be changed or withdrawn at any time, may not work as intended, and are not covered by clause 13.2 or any indemnity from us. Do not use a Beta Feature for anything you cannot afford to lose or redo. Our total liability in relation to Beta Features will not exceed NZ$1,000.
3. Using Roundela
3.1 Subscriptions. Subscriptions are purchased for the term shown in your Subscription Details. Additional users, modules, or capacity added mid-term are charged pro-rata and end on the same date as your existing subscription.
3.2 No reliance on future features. Your subscription is not contingent on the delivery of any future feature, and does not depend on anything we may have said publicly about our plans.
3.3 Usage limits. Your subscription is subject to the limits in your Subscription Details — for example numbers of users, organisations, events, storage, email volume, or AI usage. If you exceed a limit, we will work with you to bring usage back within it, or ask you to move to a plan that fits. Where a limit is metered and priced, we may charge for the excess under clause 9.3.
3.4 Linked Organisations. A subscription may cover more than one location, site, branch, chapter, region, or related organisation.
(a) One account, one subscription, one contract. Linked Organisations sit within a single organisation account in Roundela and share its subscription. Every Linked Organisation is covered by these terms as if it had accepted them itself. Where these terms refer to "you," they refer to the Account Holder and every Linked Organisation.
An organisation that requires its own separate account in Roundela requires its own subscription. We may, but are not required to, agree a separate arrangement for a group of accounts to be billed together.
(b) Authority. The Account Holder confirms that it has authority to accept these terms on behalf of each Linked Organisation, and to bind it. Where a Linked Organisation is a separate legal entity, this authority must be actual — not assumed from a shared name, brand, or affiliation. We may ask a Linked Organisation to confirm its acceptance directly, and may decline to add or continue one that does not.
(c) The Account Holder is responsible. The Account Holder is responsible for each Linked Organisation's compliance with these terms, and is liable for their acts and omissions as if they were its own. The Account Holder pays for the whole subscription; we will not pursue Linked Organisations separately for fees unless we have separately agreed to.
(d) Separation of data. Where Linked Organisations are separate legal entities, they may be separate controllers of their own Participant Data, with their own legal obligations. It is the Account Holder's responsibility to decide what each Linked Organisation may see, to configure Roundela accordingly, and to satisfy itself that the arrangement is lawful for all of them. We provide the controls; we do not decide how they should be set.
(e) Adding and removing. Linked Organisations may be added or removed at any time, subject to your plan limits and clause 3.1. A Linked Organisation that leaves the subscription has no automatic right to its data; the Account Holder is responsible for exporting or transferring it, and for any dispute about it. If a departing Linked Organisation wants to continue with its own subscription, we will work with both parties in good faith, but we will not adjudicate a dispute between them.
(f) Suspension and termination. Where grounds arise in relation to one Linked Organisation, we will where practicable suspend or terminate only that Linked Organisation's access rather than the whole subscription. We reserve the right to act against the whole subscription where the breach is by the Account Holder, is systemic, or presents a security risk.
3.5 Your responsibilities. You will:
(a) be responsible for your Authorised Users' compliance with these terms;
(b) be responsible for the accuracy, quality, and legality of Participant Data, for how you obtained it, and for your use of it with Roundela;
(c) use reasonable efforts to prevent unauthorised access to Roundela, and tell us promptly if you become aware of any;
(d) use Roundela only in accordance with these terms, the Documentation, and applicable law; and
(e) comply with the terms of any Connected Service you use with Roundela.
3.6 Restrictions. You will not:
(a) make Roundela available to, or use it for the benefit of, anyone other than your organisation and its Authorised Users;
(b) sell, resell, licence, sublicence, distribute, rent, lease, or include Roundela in a service bureau or outsourcing offering;
(c) use Roundela to store or transmit infringing, defamatory, or otherwise unlawful material, or material that violates a third party's privacy rights;
(d) use Roundela to store or transmit Malicious Code;
(e) interfere with or disrupt the integrity, security, or performance of Roundela or the data of any other organisation;
(f) attempt to gain unauthorised access to Roundela or its underlying systems, or to another organisation's data;
(g) circumvent any usage limit, or permit access in a way designed to do so;
(h) copy, modify, or create derivative works of Roundela or any part of it;
(i) frame or mirror any part of Roundela other than on your own internal systems; or
(j) except to the extent applicable law does not permit this restriction, disassemble, reverse engineer, or decompile Roundela, or access it in order to build a competing or similar product, to copy its features, functions, or design, or to benchmark it.
3.7 Suspension for security or misuse. If your use of Roundela, or that of an Authorised User, in our reasonable judgement threatens the security, integrity, or availability of Roundela or the data of any organisation using it, we may suspend access immediately. We will use reasonable efforts in the circumstances to give you notice and an opportunity to fix the problem first, but we are not required to do so where the risk is immediate.
4. Your organisation's responsibilities
This clause matters more than any other. Please read it.
You are solely responsible for your organisation's legal compliance and for the safety and conduct of your programme. Specifically, and without limitation:
4.1 Your legal documents. You are responsible for the content, wording, adequacy, and legal effect of any waiver, consent form, release, handbook, policy, or agreement you use through Roundela. We provide the mechanism for collecting, storing, and evidencing these documents. We do not draft them, review them, or warrant that they are legally sufficient in your jurisdiction or for your purpose.
4.2 Your duty of care. You are responsible for the safety, supervision, and wellbeing of everyone attending your events or volunteering with you — including deciding who may attend, what supervision is required, and how you respond to incidents.
4.3 Verification. You are responsible for confirming that Participants are who they say they are, that guardians hold the authority they claim, that waivers were in fact signed by the right person, and that anyone who needs to be checked in has been. Roundela records what your staff and Participants enter. It cannot verify the truth of it.
4.4 Your own compliance, wherever you operate. You are responsible for all laws, regulations, insurance requirements, licensing conditions, and industry or accreditation standards that apply to your organisation — at every level of government and in every place you operate. This includes national, federal, state, provincial, regional, territorial, county, district, municipal, and local requirements, and any rules imposed by a regulator, funder, insurer, industry body, or accrediting organisation.
It includes but is not limited to: privacy and data protection law; child safety, safeguarding, and mandatory reporting obligations; background checking, vetting, and clearance requirements; health and safety law; employment and volunteer law; anti-spam and electronic communications law; consumer and fundraising law; tax and charity reporting; accessibility requirements; and any sector-specific rules that apply to what you do.
Roundela is not configured for your jurisdiction, and does not know what it requires. Requirements differ from one country, state, and locality to another, and they change. Nothing in Roundela — including any default setting, template, prompt, form field, reminder, or AI output — is a statement that a particular legal requirement has been met, or that it applies or does not apply to you. It is your responsibility to know what applies to you, to configure Roundela accordingly, and to take your own legal advice. If you operate in more than one place, this applies to each of them.
4.5 Participant Data. You are responsible for obtaining any consent required to collect Participant Data, for its accuracy, for deciding who in your organisation may see it, and for managing your Authorised Users' access to it.
4.6 Your relationship with Participants. Participants are your participants, not ours. Any refund, complaint, dispute, or claim between you and a Participant is yours to resolve. You set your own refund and cancellation policy for your events and programmes. We are not a party to that relationship and take no responsibility for it.
4.7 Your account and your Authorised Users. You are responsible for keeping credentials secure and never sharing them; for deciding who becomes an Authorised User and what access each has; and for removing access promptly when someone leaves, changes role, or no longer needs it — including volunteers and contractors who come and go. Everything done through your account is your responsibility, whether or not you authorised it.
5. Participant Data — it is yours, not ours
5.1 Ownership. Participant Data belongs to your organisation. We hold it on your behalf and nothing more. You decide what is collected, why, who may see it, how long it is kept, and when it is deleted. We acquire no ownership of it and no right to use it for our own purposes except as expressly set out in these terms.
In data protection terms: you are the controller of Participant Data and we are your processor. We act on your documented instructions, including where AI Features process Participant Data.
5.2 What we will never do. We will not:
(a) sell, rent, licence, or trade Participant Data, in any form, to anyone;
(b) share or disclose it to any third party except as strictly necessary to provide Roundela to you, or as required by law;
(c) use it to market to your Participants, or allow anyone else to;
(d) use it for our own commercial purposes, product development, or research, except as permitted by clause 11.4;
(e) use it to train, fine-tune, or improve any artificial intelligence model, whether ours or anyone else's;
(f) combine it with another organisation's data in any form that identifies your organisation, a Participant, or any individual;
(g) use it to contact your Participants for any reason of our own; or
(h) retain it after it should have been deleted.
These obligations survive termination. They continue for as long as we hold any Participant Data, and our confidentiality obligations continue indefinitely.
5.3 What we will do. We will process Participant Data only to: provide, operate, secure, and support Roundela for you; act on your instructions, including sending data to a Connected Service you have authorised or sending email you have configured; keep backups and maintain the platform's integrity; and comply with a legal obligation.
Our personnel and contractors have access only where necessary to support you or to fix a fault, only to the extent needed, and under an obligation of confidentiality.
5.4 Compelled disclosure. We may disclose Participant Data where we are compelled to by law, or by a court, regulator, or other body with authority to require it. Where we are compelled to disclose:
(a) we will disclose only the minimum the law actually requires;
(b) we will tell you first and give you a reasonable opportunity to challenge it, unless we are legally prohibited from telling you or there is a genuine emergency involving risk to life or safety; and
(c) if we could not tell you first, we will tell you as soon as we are permitted to.
We will not treat an informal request as a legal requirement.
5.5 Where it is held. Roundela is hosted in the United States. Data you enter — including Participant Data — is stored and processed there. If you or your Participants are outside the United States, you are responsible for any notice or consent your local law requires, and for telling your Participants where their data is held.
5.6 Export and return. You may export your data at any time while your subscription is active. On termination, clause 16.5 applies.
5.7 Further detail. Our Privacy Policy and Data Processing Annex form part of these terms and set out further detail on how we handle Participant Data.
6. Connected Services
6.1 You authorise the connection. When you connect a service, you authorise us to access, read, and write data in it to the extent needed to provide the features you have enabled. You may revoke that access at any time.
6.2 Authority. You confirm that you own or control the account being connected and are authorised to grant access — including where the account belongs to your organisation rather than to you personally.
6.3 Scope. We will use the access you grant only to provide the features you have enabled.
6.4 The third party is not ours. Connected Services are provided by other companies under their own agreements with you. We do not control them, do not warrant or support them, and are not responsible for their availability, security, pricing, or changes to how they work. We are not responsible for any disclosure, modification, deletion, or loss of your data resulting from access by a Connected Service or its provider.
6.5 Data leaving Roundela. When you direct us to send data to a Connected Service — for example, filing a signed waiver into your Google Drive — that data leaves our control and becomes subject to your agreement with that provider. You are responsible for the security, access, and privacy settings at the destination.
6.6 If interoperation ends. If a Connected Service changes, breaks, stops interoperating acceptably, or shuts down, we may cease providing the related features without any refund, credit, or other compensation. If you revoke access, or credentials expire or change, affected features will stop working. We are not liable for loss arising from any of this.
7. Sending email from your domain
7.1 Authority. You confirm that you control the domain and are authorised to add the DNS records required.
7.2 The content is yours. Everything sent from your domain through Roundela is your communication, sent on your instruction. You are responsible for its content and for who receives it.
7.3 Consent and anti-spam. You are responsible for having a lawful basis to email every recipient and for complying with anti-spam law wherever your recipients are — including the New Zealand Unsolicited Electronic Messages Act 2007 and the United States CAN-SPAM Act. You must not use Roundela to send unsolicited bulk email.
7.4 We may suspend sending immediately. We may suspend, throttle, or block sending immediately and without prior notice if we believe on reasonable grounds that:
(a) messages being sent are unsolicited, misleading, or unlawful; (b) you do not have a lawful basis to contact some or all recipients; (c) spam complaints, bounce rates, or unsubscribe rates are abnormal; or (d) sending is damaging, or is likely to damage, deliverability for other organisations using Roundela.
We do not need proof, and we do not need to wait for harm to occur. Reasonable suspicion is enough. Sending reputation is shared infrastructure, and by the time abuse is proven the damage is done.
We will tell you as soon as we reasonably can, explain why, and work with you to put it right. We may require you to satisfy us that the problem is resolved — including by producing evidence of consent — before sending is restored. Repeated or serious breaches may result in termination under clause 16.3.
To operate this clause we may inspect sending metrics, complaint and bounce data, and where necessary the content of messages sent through Roundela. We do so only for this purpose.
7.5 No deliverability guarantee. Whether an email reaches an inbox depends on receiving mail providers, spam filters, and your own domain reputation — none of which we control. We do not guarantee delivery, inbox placement, or timing.
7.6 If the records are removed. If the required DNS records are removed or become invalid, sending from your domain will stop.
7.7 Messaging generally. Clauses 7.3 and 7.4 apply to every message sent through Roundela — email, SMS, chat notification, or otherwise — whether sent from your domain or from ours. In addition, you must not: upload or import a contact list you did not collect yourself or cannot show consent for; disguise, forge, or misrepresent the sender or purpose of a message; omit a working unsubscribe mechanism where one is required; or continue messaging someone who has unsubscribed or asked you to stop.
Suspension under this clause does not entitle you to any refund or credit.
8. AI Features
Some Roundela features use artificial intelligence. AI in Roundela is additive — the platform's core functions work without it.
8.1 Two ways to use AI. You may either connect your own AI provider account (a Connected Service under clause 6), or use the AI allowance included with your subscription.
8.2 Allowance and usage charges. Your subscription includes an allowance of AI usage. If you exceed it, we will either pause AI Features or charge for additional usage at our published rates. Your current allowance, usage to date, and the applicable rates are shown in your organisation's settings in Roundela. If you connect your own provider account, you pay that provider directly and the included allowance does not apply.
8.3 AI output must be reviewed. AI-generated output may be inaccurate, incomplete, or unsuitable. It is a draft, not a decision. You must review anything an AI Feature produces before relying on it, sending it, or acting on it. You must not use AI output as the basis for any decision affecting a Participant's safety, care, eligibility, or legal position without human review.
8.4 Your data and AI providers. When you use an AI Feature, relevant data is sent to an AI provider for processing, on your instructions. Our Privacy Policy sets out which providers we use and what is sent to them. If you connect your own provider, your agreement with that provider governs how they handle it.
8.5 No warranty. We do not warrant that AI Features will be available, accurate, or fit for any particular purpose. We may change, limit, or withdraw them on reasonable notice.
9. Fees and payment
9.1 Fees. You will pay the fees in your Subscription Details. Fees are denominated in United States dollars (USD) unless your Subscription Details say otherwise. Except as expressly stated in these terms, payment obligations are non-cancellable and fees paid are non-refundable.
Where a payment is made in any currency or asset other than USD, including bitcoin, we record its USD value at the moment of receipt, and that recorded value is the value of the payment for all purposes under these terms.
9.2 Invoicing. Fees are invoiced in advance, annually or at the frequency shown in your Subscription Details. Where you have given us card details, you authorise us to charge that card for your subscription and any renewal. Invoiced fees are due within 30 days of the invoice date unless stated otherwise. You are responsible for giving us accurate billing and contact information and for keeping it current.
9.3 Usage charges. Some features generate charges beyond your subscription fee — for example AI usage above your allowance under clause 8.2, or metered capacity under clause 3.3. We will make these visible in the platform before they apply and invoice them in arrears.
9.4 Payment methods, including bitcoin. We accept payment by card, bank transfer, and bitcoin. Bitcoin payments are priced in fiat and settled in bitcoin at the exchange rate at the time of payment. We record the fiat value at the moment we receive payment, and that recorded value is the value of the payment for all purposes under these terms.
Bitcoin is not automatic. Bitcoin does not support scheduled or automatic payments. If you pay in bitcoin, you must make each payment yourself when it falls due. We will send a reminder and an invoice, but paying on time is your responsibility.
9.5 Non-payment — your account is frozen, not deleted. If an invoice is not paid by its due date, we will remind you. If it remains unpaid 7 days after that reminder, we may freeze your account until payment is received.
What a freeze stops:
- creating or publishing new events, programmes, or campaigns
- sending email or other messages through Roundela
- adding new Authorised Users
- AI Features
- API access
What a freeze never stops. These remain fully available for as long as we hold your data, whether or not you have paid:
- signing waivers and consents — including at the door
- checking people in to an event already running or already open
- viewing, searching, and exporting your existing records
- anything needed to keep a programme already underway operating safely
We will not put a participant at risk, or leave you unable to reach your own records, because an invoice is late. A freeze is a commercial measure. It is never a safety one.
We will tell you before we freeze, and unfreeze as soon as payment clears.
We do not charge interest on overdue amounts.
9.6 Termination for prolonged non-payment. If an account remains frozen and unpaid for 60 days, we may terminate under clause 16.3. We will not delete your data because of a missed payment — clause 16.5 applies, and you keep the full retention window to export.
9.7 Payment disputes. We will not freeze your account while you are disputing an amount reasonably and in good faith and are cooperating to resolve it.
9.8 Taxes. Fees are exclusive of GST and any other tax, levy, or duty. You are responsible for all such amounts arising from your subscription, other than taxes on our income. Where services are supplied to an organisation outside New Zealand, supply is generally zero-rated for GST.
10. Refunds
10.1 Fees are non-refundable. If you cancel, you keep access until the end of the period you have paid for. We do not refund any part of a period, whether paid monthly or annually, and we do not pro-rate. Usage charges already incurred are not refundable.
10.2 Discretionary refunds. If we choose to make a refund in a particular case — which is entirely at our discretion and creates no right or expectation — it will be paid in the currency in which it was received, at the value we recorded at the time of receipt. We do not refund in bitcoin, and we do not refund at the current market rate for bitcoin.
10.3 Exception. This clause applies except where a refund is required by law and that requirement cannot be excluded by agreement.
11. Intellectual property and licences
11.1 Our rights. We and our licensors retain all right, title, and interest in Roundela, including all intellectual property rights in it. You receive only the rights expressly granted in these terms.
11.2 Your licence to us. You grant us a limited, worldwide licence, for the term of your subscription, to host, copy, store, process, transmit, and display your data — including Participant Data — as necessary to provide and properly operate Roundela. Where you choose to use a Connected Service, you authorise us to allow that service to access your data as necessary for it to interoperate. Subject to these limited licences, we acquire no right, title, or interest in your data.
11.3 Feedback. If you or an Authorised User give us any suggestion, enhancement request, correction, or other feedback about Roundela, you grant us a worldwide, perpetual, irrevocable, royalty-free licence to use it and to incorporate it into our products, without obligation or attribution. Feedback must not contain Participant Data or your confidential information.
11.4 Aggregated and de-identified data. We may generate and use aggregated, de-identified information derived from Usage Data and from the use of Roundela — for example, to operate, secure, troubleshoot, and improve the platform, to understand how features are used, to plan capacity, and to produce anonymised benchmarks and statistics.
This right is subject to strict limits. Aggregated data:
(a) must be irreversibly de-identified, so that it cannot reasonably be used to identify your organisation, any Participant, or any individual;
(b) must be aggregated across multiple organisations before any external use, and must never be presented in a way that identifies your organisation as the source;
(c) will never include Participant Data in identifiable form, will never include free-text notes, medical information, or the content of documents, and will never be used to train, fine-tune, or improve any artificial intelligence model; and
(d) will never be sold, licensed, or provided to a third party as a data product.
If you would prefer your organisation to be excluded from aggregated statistics entirely, tell us and we will exclude you.
12. Confidentiality
12.1 What is confidential. "Confidential Information" means information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. Your Confidential Information includes Participant Data and your organisation's internal and financial information. Ours includes Roundela itself, the Documentation, and our pricing.
Confidential Information does not include information that is or becomes public without breach of these terms, was already known to the receiving party without obligation, is received from a third party without breach, or is independently developed.
12.2 Protection. Each party will use at least reasonable care to protect the other's Confidential Information, will not use it for any purpose outside these terms, and will limit access to personnel and contractors who need it and are under confidentiality obligations at least as protective as these.
12.3 Compelled disclosure. A party may disclose the other's Confidential Information where compelled by law, subject to clause 5.4 where Participant Data is involved, and will give the other party prior notice where legally permitted, and reasonable assistance if that party wishes to contest the disclosure.
12.4 Duration. These obligations continue for as long as the information remains confidential, and indefinitely in respect of Participant Data.
13. Warranties and disclaimers
13.1 Mutual. Each party warrants that it has the power and authority to enter into these terms.
13.2 Our warranties. During your subscription term we warrant that:
(a) these terms and the Documentation accurately describe the safeguards we apply to protect your data; (b) we will not materially reduce the overall security of Roundela; (c) Roundela will perform materially in accordance with the Documentation; and (d) subject to clause 6.6, we will not materially reduce the overall functionality of Roundela.
For any breach of this clause, your exclusive remedies are those in clauses 16.3 and 16.4.
13.3 Disclaimer. Except as expressly stated in clause 13.2, Roundela is provided as is. To the maximum extent permitted by law, we exclude all warranties, conditions, and terms not expressly set out in these terms, whether express, implied, statutory, or otherwise — including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
Without limiting that: we do not warrant that Roundela will be uninterrupted, timely, secure, or error-free; that it will meet your particular requirements; or that any data it holds is accurate or complete. Software has defects and services have outages. We will fix problems with reasonable care and speed. We do not promise perfection.
We rely on third parties for hosting, authentication, payment processing, email delivery, and AI. Their failures may affect Roundela. Free Trials, Beta Features, and anything provided free of charge are supplied as is and as available, with no warranty whatsoever.
13.4 Consumer law. If you acquire Roundela for the purposes of a business, the New Zealand Consumer Guarantees Act 1993 does not apply, and you agree that it is fair and reasonable for it to be excluded.
14. Indemnities
14.1 By us — intellectual property. We will defend you against any third-party claim alleging that Roundela, as provided by us and used in accordance with these terms, infringes that third party's intellectual property rights, and will indemnify you against damages and costs finally awarded against you, or paid in a settlement we approve in writing.
If such a claim arises, we may at our own cost modify Roundela so that it no longer infringes, obtain a licence allowing continued use, or terminate the affected subscription on notice and refund any prepaid fees covering the unused remainder of the term.
This indemnity does not apply where the claim arises from: your data or Participant Data; a Connected Service; any combination of Roundela with anything not provided by us, where Roundela alone would not infringe; a Free Trial, Beta Feature, or anything provided free of charge; or your breach of these terms.
14.2 By you. You will defend us against, and indemnify us for, any loss, damage, cost, expense, claim, proceeding, or liability — including reasonable legal costs — arising out of or in connection with:
(a) your events, programmes, volunteers, or Participants, including any injury, loss, or harm suffered by any person; (b) the adequacy, wording, or enforceability of any waiver, consent, or other document you use through Roundela; (c) your organisation's failure to comply with any law, regulation, insurance requirement, or licensing condition that applies to it; (d) any message sent through Roundela under your account, including any breach of anti-spam law; (e) Participant Data, including any claim that you had no right to collect, hold, use, or disclose it; (f) any Connected Service you authorise, or any data sent to or received from it; (g) your use of Roundela in an unlawful manner or in breach of these terms; or (h) any breach of these terms by an Authorised User.
This indemnity does not apply to the extent the loss was caused by our own fraud or gross negligence, or by our breach of these terms.
14.3 Procedure. The party seeking indemnity must promptly notify the other in writing of the claim, give the indemnifying party sole control of its defence and settlement, and provide reasonable assistance at the indemnifying party's expense. The indemnifying party may not settle a claim in a way that imposes any obligation or admission on the other party without that party's written consent.
14.4 Exclusive remedy. This clause states each party's sole liability to, and the other's exclusive remedy against, the other for the third-party claims described in it.
15. Limitation of liability
15.1 Exclusion of indirect loss. Neither party is liable to the other for indirect or consequential loss — including loss of profits, revenue, goodwill, anticipated savings, business or opportunity, business interruption, or loss or corruption of data — however arising, whether in contract, tort (including negligence), or otherwise, and even if the party was advised such loss was possible.
15.2 Cap. Our maximum aggregate liability to you for all claims arising under or in connection with these terms is limited to the total fees you paid us in the twelve months before the first incident giving rise to the liability. This applies regardless of the theory of liability, but does not limit your obligation to pay fees due.
15.3 Not liable for your programme. Without limiting the above, we are not liable for any injury, loss, damage, or claim arising from your events, your volunteers, your Participants, the adequacy or enforceability of your legal documents, or your organisation's compliance with its legal obligations. Those are your responsibility under clause 4.
15.4 Not liable for third parties. We are not liable for loss arising from a Connected Service (clause 6), from email delivery or non-delivery (clause 7), or from reliance on AI output (clause 8).
15.5 What cannot be limited. Nothing in these terms limits liability that cannot lawfully be limited, including liability for fraud, or for death or personal injury caused by a party's negligence.
16. Term and termination
16.1 Term. These terms begin when you first accept them and continue until all subscriptions have expired or been terminated.
16.2 Renewal. Unless your Subscription Details say otherwise, subscriptions renew automatically for successive terms of the same length, at our then-current price. Either party may prevent renewal by giving written notice (email is sufficient) at least 30 days before the end of the current term. We will notify you of any price increase at least 30 days before renewal.
16.3 Termination for cause. Either party may terminate these terms if the other materially breaches them and the breach remains uncured 30 days after written notice, or if the other becomes insolvent or subject to any bankruptcy, receivership, or liquidation proceeding.
16.4 Effect of termination for cause. If you terminate under clause 16.3, we will refund any prepaid fees covering the unused remainder of your term. If we terminate under clause 16.3, you will pay any unpaid fees covering the remainder of your term, to the extent permitted by law. Termination does not relieve you of the obligation to pay fees for the period before termination.
16.5 Your data after termination. We will retain your data for 90 days after termination so you can export it or reactivate. We will make it available for export during that period. After it ends, we will delete your data from our systems, except where we are legally required to retain it. We will not withhold your data because of a commercial dispute.
16.6 Survival. Clauses 1, 5.2, 5.4, 9, 10, 11, 12, 13.3, 13.4, 14, 15, 16.4, 16.5, 16.6, and 17 survive termination. Clause 5 survives for as long as we hold any Participant Data.
17. General
17.1 Governing law and jurisdiction. These terms are governed by the laws of New Zealand, without regard to conflict of law rules. Each party submits to the non-exclusive jurisdiction of the New Zealand courts.
17.2 Notices. Notices to you will be sent to the email address on your account; keeping it current and monitored is your responsibility. Notices to us must be sent to support@roundela.com. Notice is effective on the day of sending, unless it bounces. Billing notices will go to your billing contact.
17.3 Entire agreement and precedence. These terms, together with your Subscription Details, our Privacy Policy, and our Data Processing Annex, are the entire agreement between us about Roundela and supersede all prior discussions and representations. Any term in your own purchase order or ordering documentation is void. Where there is a conflict, the order of precedence is: (1) your Subscription Details, (2) these terms, (3) the Documentation.
17.4 Changes to these terms. We may update these terms. Where a change materially affects you, we will give at least 30 days' notice by email before it takes effect. We keep a record of every version and of which version you accepted, and publish previous versions. Continuing to use Roundela after a change takes effect means you accept it; if you do not, you may terminate under clause 16.
17.5 Relationship. The parties are independent contractors. Nothing here creates a partnership, joint venture, franchise, agency, fiduciary, or employment relationship.
17.6 No third-party beneficiaries. These terms create no rights for anyone other than you and us. In particular, no Participant, Authorised User, or other person has any right to enforce these terms or to claim under them.
17.7 Assignment. Neither party may assign these terms without the other's prior written consent, not to be unreasonably withheld — except that either party may assign them in full, without consent, to a related entity or in connection with a merger, reorganisation, or sale of all or substantially all of its business or assets, on notice to the other.
17.8 Waiver and severability. No failure or delay in exercising a right waives it. If any provision is held unenforceable, it is severed and the rest continues in effect.
17.9 Events beyond reasonable control. Neither party is liable for any failure or delay caused by circumstances beyond its reasonable control — including natural disaster, earthquake, fire, flood, epidemic, act of government, war, civil unrest, terrorism, strike or labour dispute (other than involving that party's own personnel), failure of an internet service provider or hosting provider, failure of a Connected Service, or denial-of-service attack. This does not excuse any obligation to pay.
17.10 Export and sanctions compliance. Each party confirms that it is not subject to trade sanctions or named on any applicable denied-party or sanctions list. You will not permit access to Roundela from a sanctioned or embargoed country or region, or in breach of any applicable export control or sanctions law. This applies to payments, including in bitcoin.
17.11 Anti-corruption. Neither party has offered or received any improper payment, gift, or thing of value in connection with these terms.
17.12 Headings. Headings are for convenience and do not affect interpretation.
18. Contact
For anything about these terms, your subscription, your data, or the platform:
support@roundela.com
LiftBound NZBN 9429051824150 New Zealand