Rounded Trax Platform Terms and Conditions

1.Term and termination

  1. By downloading, accessing or using the Platform, you agree to be bound by these Terms and Conditions (Terms) and agree that these Terms govern the relationship between you and Rounded Trading Pty Ltd (ACN 648 536 761) (we, us or our) with respect to your use of the Platform.

  2. You may cancel your subscription to the Platform and our Services at any time by clicking ‘unsubscribe’ via the Platform. If you cancel your subscription before the end of a billing period, your cancellation will take effect at the end of the current billing period.

  3. Upon termination/cancellation of your subscription (by you or us) all licences and rights of access granted under these Terms will immediately terminate.

2.Your obligations

2.1Access to Platform

  1. You must ensure that any information provided to us or uploaded onto the Portal is true, accurate and not misleading or deceptive.

  2. During your subscription period, you must (at your own cost):

    1. obtain and maintain the systems required to access and use the Platform; and

    2. comply with all applicable laws.

2.2User restrictions

You must not, and must not attempt to and must not assist any third party to:

  1. copy, modify, reverse engineer or otherwise exploit the Platform;

  2. infringe our Intellectual Property;

  3. use the Platform to create any other product or service, including a product or service that is competitive with the Platform;

  4. assign, license, transfer any rights in, or otherwise commercially exploit, the Platform; or

  5. engage in unlawful or unauthorised activities, including interfering with systems or accessing data without permission.

3.Our obligations

3.1Service obligations and exclusions

  1. During the period of your subscription (Subscription Period), we will provide the Services to you.

  2. The obligation under clause 3.1(a) will not apply in the event of:

    1. your misuse of the Platform;

    2. modification or alteration of the Platform by any party other than us;

    3. the unsuitability or malfunction of your systems; or

    4. a Force Majeure Event.

3.2Remedial action

  1. In the event we fail to provide the Services in accordance with clause 3.1 and after we become aware of such failure, we will use reasonable endeavours to correct any such non-conformance.

  2. Notwithstanding the foregoing and subject to the requirements of any applicable laws, we do not warrant that your use of the Platform will be uninterrupted, malware free (including virus-free or error-free) nor that the Services and the information obtained by you through the Services, will meet your requirements or expectations;

3.3General maintenance

We will use reasonable endeavours to make the Platform accessible 24 hours a day, 7 days a week, except for:

  1. planned maintenance carried out at times advised in advance by us; and

  2. unscheduled maintenance which may need to be performed from time to time. We will, where practicable, use reasonable endeavours to conduct any unscheduled maintenance outside of normal business hours.

3.4Modification and discontinuance of the Service

  1. We may add, modify or discontinue any functionality, feature or any other aspect of the Services, including in relation to the Platform, at our discretion and without notice.

  2. Where it is a material adverse change in the core functionality of the Services, then we will notify you by sending a notification via the Platform or to your email address.

  3. We will not be liable for any modification, suspension or discontinuation of any functionality, feature or any other aspect of the Services.

4.Third party providers

The Platform may integrate with third party products, which we are not responsible for, and any use of such third party products is subject to the relevant third party terms.

5.Payment

5.1Payment of Subscription Fees

  1. We offer paid subscriptions for the use of the Platform.

  2. Subscription Fees are charged monthly in advance and will be processed through third-party platforms.

  3. By subscribing for the Platform you authorise the applicable third-party platform to charge your account on a recurring monthly basis unless and until you cancel your subscription.

  4. If GST is imposed on a supply made under, or in connection with, these Terms, the recipient of the supply must pay the supplier an amount equal to the GST payable on the supply in addition to, and at the same time as, any consideration for the supply.

  5. If you are entitled to a trial period (Trial Period):

    1. you will not be required to pay any Subscription Fees during the Trial Period; and

    2. the Subscription Fees will be payable on and from the date after the Trial Period expires.

5.2Fee increases

  1. We may increase the Subscription Fees at any time upon 30 days’ notice to you.

  2. If you do not agree to a fee increase, you may cancel your subscription to the Platform.

5.3Outstanding amounts

If you fail to pay the Subscription Fees by the due date, without limiting any other remedies available to us, we may, in our discretion, either:

  1. immediately suspend the Services (without liability to us) until all overdue amounts are paid in full; or

  2. terminate/cancel your subscription to the Platform.

6.Intellectual Property and User Licences

6.1General

  1. Nothing in these Terms assigns, transfers or grants any right, title or interest in or to a party’s Intellectual Property, other than as expressly stated in these Terms.

  2. You acknowledge and agree that all Intellectual Property subsisting in, or otherwise underlying, the Platform and the Services, is owned by us.

  3. You must not submit, publish or upload any Customer Data onto the Platform unless you have the right to do so.

6.2Licence to permit access

We grant you a non-exclusive, personal, non-transferable and non-sub-licensable licence to access and use the Platform and Services during the Subscription Period (User Licence).

6.3Usernames and passwords

  1. You will be responsible for creating your own username and password (Credentials).

  2. You acknowledge that you are solely responsible for maintaining the confidentiality of the Credentials and all access and use of the Platform that results from any person using the Credentials.

7.Privacy

  1. Any Personal Information provided by you is processed by us in accordance with our Privacy Policy.

  2. By using the Platform and providing any Personal Information, you:

    1. consent to such processing; and

    2. warrant on a continuing basis that all information provided is true and accurate.

8.Customer Data

8.1Licence for Customer Data

  1. You retain ownership of the Customer Data and will have sole responsibility for its legality, reliability, integrity, accuracy and quality.

  2. You grant us a worldwide, non-exclusive, royalty-free, perpetual, transferable licence to use the Customer Data to provide, improve and promote the Services.

8.2Back-up practices

  1. We will follow our archiving procedures for Customer Data in accordance with its back-up practices.

  2. We will not be responsible for any loss, destruction, alteration, corruption or disclosure of any Customer Data caused, or contributed to, by an act or omission by you or any third party.

8.3Personal Information and other sensitive data

You warrant that, in relation to any Customer Data comprising Personal Information or otherwise sensitive data, you have obtained all necessary consents to grant us the licence in clause 8.1(b), or to make such information available to us for our use.

9.Liability

  1. Nothing in these Terms operates to exclude, restrict or modify the application of any condition, warranty or provision implied by law, the exercise of any right or remedy, or the imposition of any liability under the Australian Consumer Law or any other statute where to do so would contravene that statute or cause any term of these Terms to be void.

  2. Subject to clause 9(a), neither party will be liable to the other party or any other person for any Consequential Loss for breach, or otherwise suffered as a result, of these Terms.

  3. The aggregate maximum liability of either party (including legal costs incurred in defending a claim) arising from, or in connection with, these Terms is limited to the aggregate Subscription Fees paid or payable by you under these Terms in the 6 months preceding such claim.

  4. Except as required by law, all conditions, warranties, guarantees, rights, remedies, liabilities or other terms that may be implied or imposed by custom or law are expressly excluded under these Terms and we makes no representations, warranties or guarantees in relation to the availability, continuity, reliability, accuracy, fitness for purpose, currency or security of the Platform.

10.Indemnity

You indemnify, and must continue to indemnify, us against any liability incurred by us in respect of any Loss, arising from or in connection with you doing any of the following:

  1. breaching these Terms;

  2. breaching any applicable laws;

  3. infringing any third party’s Intellectual Property;

  4. uploading or transmitting the Customer Data;

  5. supplying any incomplete, false or misleading information; or

  6. engaging in wilful misconduct, fraud, an unlawful act or omission or negligence,

and any reasonable costs (including legal costs), claims, demands and expenses arising out of, or in connection with, any liability referred to in this clause 10.

11.Force Majeure Event

We will have no liability to you or anyone else if we are prevented from, or delayed in, performing our obligations under these Terms by a Force Majeure Event.

12.General

12.1Electronic communication

The parties consent to giving and receiving notices electronically, including via notifications through the Platform.

12.2Assignment

We may deal with any of its rights or obligations under these Terms without your consent.

12.3Severability

If any part of these Terms is or becomes invalid or unenforceable under any applicable laws, it is severed in the relevant jurisdiction but only to the extent it is invalid or unenforceable.

12.4No merger

On termination or cancellation of your subscription, the rights and obligations of the parties set out in these Terms will not merge and survive after termination or cancellation.

12.5Entire agreement

These Terms constitute the entire agreement between the parties in relation to, and supersedes any prior conduct, arrangement, agreement or understanding of, its subject matter.

12.6Governing law and jurisdiction

  1. These Terms are governed by the laws in force in Victoria, Australia.

  2. Each party irrevocably submits to the exclusive jurisdiction of courts exercising jurisdiction in Victoria, Australia and waives any right to claim that those courts are an inconvenient forum.

13.Definitions and interpretation

13.1Definitions

Consequential Loss means any of the following:

  1. incidental, special, remote or unforeseeable loss or damage;

  2. loss of revenue, profit, income, bargain, opportunity, use, production, business, contract, goodwill, or anticipated savings, loss, damage or corruption of data, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing;

  3. costs incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a third party; or

  4. loss or damage set out above in paragraphs (a) to (c) that is incurred or suffered by or to a third party.

Customer Data means all data, content, works, materials and metadata:

  1. uploaded or submitted to or stored on the Platform, or otherwise made available, by you, including your:

    1. name;

    2. email address;

    3. car make and model;

    4. car registration number;

    5. GPS co-ordinates; and

    6. saved locations;

  2. transmitted by the Platform at your instigation;

  3. supplied by you to us for uploading to, transmission by or storage on, or via, the Platform; or

  4. generated by the Platform because of your use of the Services, or your act or omission.

Force Majeure Event means an act, event, omission or accident beyond a party’s reasonable control, including strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, fire, flood, storm, earthquake, other physical natural disaster or extreme weather conditions, or any other weather conditions which would be expected to place at risk the health or safety of the employees of a party or any other person, sabotage, war, riot, civil commotion, acts of terrorism or hostilities, a quarantine, epidemic, pandemic, outbreak or recurrence of a contagious disease or virus (including COVID-19), or any derivative or mutation of such viruses or disease, or the threat or perceived threat of any of these, computer hacking, malicious damage, compliance with any law or governmental order, rule, regulation or direction, a state of emergency that has been declared by an authority, accident, breakdown of plant or machinery, default of hosting or data centre providers or other suppliers or sub-contractors and shortage of supplies, equipment and materials.

GST has the meaning given in the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property means the business names, copyright, patents, trade marks, trade names, designs and similar industrial, commercial and intellectual property and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields anywhere in the world, regardless of the form and whether or not registered or registrable.

Loss means any liability, loss, injury, illness, damage, cost or expense, including legal costs on a full indemnity basis.

Personal Information has the meaning given in the Privacy Act 1988 (Cth).

Platform means:

  1. the downloadable and non-downloadable software operated by us and promoted by reference to the name ‘Rounded Trax’ or any other name updated from time to time, and used for tracking business kilometres for tax purposes;

  2. the application (for example, front-end assets and back-end source code), database, system and server software, and all Intellectual Property contained in the software referred to in (a) above; and

  3. any maintenance releases and new versions.

Privacy Policy means our privacy policy, available at https://trax.rounded.com.au/legal/privacy-policy.html or such other web address notified by us to you from time to time, which is incorporated into these Terms.

Services means:

  1. granting access to the Platform to you in accordance with these Terms; and

  2. any incidental services provided by us as we deem necessary to provide.

Subscription Fees means the subscription fees associated with the provision of the Services.