The following terms are used regularly throughout these Terms of Service and have a particular meaning:
Account means a registered account with Rounded.
Agreement means the agreement formed between the Users and the Company under, and on the terms of, these Terms of Service.
Bank Feed means the digital record of transactions and other information on the User’s bank account.
Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.
Company means Rounded Trading Pty Ltd ABN 68 648 536 761.
Confidential Information means any written or verbal information that:
Is about each party’s business or affairs;
Is about the conduct of each party under this Agreement and the during the term of this Agreement;
A party informs the other party that it considers it confidential and/or proprietary;
A party would reasonably consider to be confidential in the circumstances; and
Is personal information within the meaning of the Privacy Act 1988 (Cth). but does not include information that a party can establish:
Was in the public domain at the time it was given to that party;
Became part of the public domain, without that party’s involvement in any way, after being given to the party;
Was in party's possession when it was given to the party, without having been acquired (directly or indirectly) from the disclosing party; or
Was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.
Fee means a fee charged by the Company for use of Rounded.
GST has the meaning given by the Australian A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.
Mobile Application Marketplace means an online marketplace for access to Rounded and other applications for mobile devices, such as the App Store.
Privacy Law means:
In respect of the Company and any Australian Users, the Privacy Act 1988 (Cth); and
For Users outside of Australia, any privacy laws in the User’s legal jurisdiction.
The Rounded digital platform accessible from the Rounded Website; and/or
Any Rounded mobile application accessible from a Mobile Application Marketplace.
Rounded Website means:
Any other website at any other URL used by the Company from time-to-time to market and provide access to Rounded.
Subscription Fee means a Fee charged by the Company for use of Rounded on a periodical basis.
Taxation Authority means:
In Australia, the Australian Taxation Office; and
The relevant revenue authority in the User’s taxation jurisdiction.
Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Terms of Service means the terms and conditions of using Rounded, as updated from time-to-time, which can be found at the Rounded Site.
TPS means an online third-party service provider with whom a User holds an account, and includes a Bank Feed, and the online services of any Taxation Authority.
User means any registered User that uses Rounded.
User Content means information, documents or other data that is uploaded or input into Rounded by the User or that forms part of the User’s Intellectual Property.
1. Using Rounded
The licence granted under these Terms of Service shall be ongoing until terminated in accordance with these Terms of Service.
The User agrees that all use of Rounded is subject to these Terms of Service and must immediately cease to use Rounded if the User can no longer agree or adhere to these Terms of Service.
The Company may suspend the Account or restrict the access of any User that breaches the terms of this Agreement.
Rounded may only be used by Users over the age of 18. Persons under the age of 18 must not use Rounded.
The Company does not provide financial advice or services, nor sell financial products of any type. The Company does not provide accounting advice and is not intended to replace the advice or services of a qualified accountant or tax specialist. The User is advised to consult a suitably qualified professional regarding any accountancy or taxation queries the User may have.
To use Rounded, the User must log into Rounded and have set up their Account.
The User may be required to verify their identity by providing (without limitation) email, telephone, residential or business address, social media, referrals, references and/or formal photographic identification. The User agrees to provide the Company with all necessary verifications the Company requires to provide the User with access to Rounded.
The User shall be responsible for all use of Rounded under their Account including:
Paying the Fees for using Rounded;
Ensuring all User Content is accurate and up-to-date; and
Any user that the User authorises to access their Account.
The Company shall provide the User with access to and use of the features as agreed between the parties and provided within Rounded from time-to-time.
1.4 User Content
The primary purpose that a User provides User Content to Rounded is to generate accurate and up to date accounting information for the User.
The User is solely responsible for ensuring that the information that it enters into Rounded is accurate and up-to-date.
The Company makes no representation as to the accuracy of any information generated by Rounded based on User Content, and shall not be responsible for any use the User makes of Rounded based on User Content.
The User acknowledges and agrees that:
User Content is the sole responsibility of the person that provided the User Content to Rounded;
User Content shall remain the Intellectual Property of the User and the Company shall claim no Intellectual Property Rights to User Content;
The User indemnifies the Company for any User Content that is illegal, offensive, indecent or objectionable that the User makes available using Rounded;
The Company may remove or suspend accessibility to User Content via Rounded that the Company determines is illegal, offensive, indecent or objectionable in its sole discretion;
To the extent permitted by law, under no circumstances will the Company be liable in any way for User Content; and
The User warrants that it has all necessary Intellectual Property Rights to use User Content, and shall indemnify the Company for any infringement the User commits of third-party Intellectual Property Rights by using User Content on Rounded.
1.5 Bank Feeds
Rounded may allow the User to connect Bank Feeds with their Account.
Access to a Bank Feed is dependent on:
The User correctly connecting their Account and complying with any terms set by their bank on access to the Bank Feed;
The User’s bank providing accurate and up-to-date account information via the Bank Feed; and
Third-party service providers that facilitate the Bank Feed connection.
In order to connect a Bank Feed with Rounded, the User acknowledges that:
The User is the owner of the account, or otherwise has all requisite authority of the owner, to connect each Bank Feed with Rounded;
The User is responsible for ensuring that the User complies with any terms imposed by the relevant bank on the User’s access to a Bank Feed;
Access to Bank Feeds may be restricted by factors outside the Company’s control.
The Company is not responsible in any way for the accuracy of any information contained in a Bank Feed.
The Company makes no warranty that a Bank Feed will be available at any given time.
Rounded may enable the User to submit a tax return via Rounded.
The Company shall not be responsible for the accuracy of any information contained in a tax return, nor for any connection with a Taxation Authority’s online tax filing system.
The User is solely responsible for ensuring:
All information contained in a Tax Return is accurate; and
Paying any amount the User owes to a Taxation Authority.
The User is responsible for ensuring that any tax return they file with a Taxation Authority, complies with that Taxation Authority’s terms for online filing of Tax Returns, and any other laws or regulations.
1.7 Accounting Data Formatting and Import
The Company may offer to format the User’s accounting data for import into Rounded and/or to import that data. Where Rounded offers to do so:
i. The offer is gratuitous and may be revoked at any time without penalty or liability to the User;
ii. The User is wholly responsible for the accuracy of any accounting data or other account information provided to the Company and the Company is under no obligation to verify any data or information;
iii. The Company will require data to be provided in such file format as notified to the User;
iv. The Company does not guarantee it will be able to format or import any accounting data and any estimates of time are only estimates;
v. The User must retain copies of the pre-formatted or imported data and the Company is not responsible for maintain that data.
vi. While the Company will use its best endeavours to complete any formatting or import, the Company is not liable to the User for any outcomes from any formatting of data or importing of data into Rounded, and the User releases the Company from any claim in respect of any formatted or imported data.
For clarity, any accounting data provided by the User to the Company under clause (a) shall be User Content and Confidential Information for the purposes of this Agreement.
Clause (a) does not apply to any paid services provided by the Company for any formatting and/or importing of accounting data, however the Company’s maximum liability in respect of any paid services shall be limited to the fees paid by the User for those services.
2. Fees, payments and refunds
2.1 Free Trials
The Company may allow the User to create an Account and use Rounded for a free trial on any terms the Company may determine (including the duration of any free trial).
The terms of a free trial shall be as described on the Rounded Website, or as otherwise agreed with the Company.
The User acknowledges that the Company shall have no responsibility to the Customer during the period of a free trial, and the User uses Rounded during a free trial period entirely at their own risk.
The primary Fee to use Rounded shall be the Subscription Fee, which is payable in advance (after any free trial period has expired).
Each Fee applies in accordance with such features and/or services subscribed for by the User in accordance with the pricing described on the Site, within Rounded or as otherwise agreed with the Company.
The User agrees to make payment in advance for all Fees due at such frequency, or on such dates, as the User has subscribed for.
All payments shall be made via the online payment gateway within Rounded, or in such other manner as the Company may direct from time-to-time. The User agrees that it has no right to access Rounded if it fails to make payments when due.
The Company reserves the right to introduce or change any Fees from time-to-time by giving the User no less than 14 days’ written notice. Any new or changed Fees will apply at the next billing period after the User has been given such notice.
If a User does not accept a change to any Fees, then it can simply terminate its Account.
All Fees are quoted in Australian dollars, however transactions may be processed in an equivalent foreign currency (such as US dollars or British pounds).
For Users in Australia, GST is applicable to any Fees charged by the Company to the User. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Company will provide any Australian User with a Tax Invoice for any payments.
No refunds of Fees are offered other than as required by Australian law, irrespective of the User’s location.
2.6 Late Payment
If the User does not pay the full Fees as required, the Company may suspend all User access to Rounded for that Account.
If Fees are not brought out of arrears within 28 days of becoming overdue, the Company may delete the User’s Account in Rounded without notice and terminate this Agreement.
The User agrees that the Company shall not be responsible or liable in any way for:
Interruptions to the availability of Rounded or User Content in the event of (a);
Loss of User Content in the event of (b).
3. Third party login and integration
3.1 Registration & Login
A User may be able to register as a User, access Rounded and use integrated features by connecting their Account with certain third party services (TPS).
As part of the functionality of Rounded the User may connect their profile with a TPS by:
Providing their TPS login information to the Company through Rounded; or
Allowing the Company to access their TPS in accordance with its terms & conditions of service.
When connecting to Rounded using a TPS the User warrants that they are not in breach any of the TPS’ terms & conditions of service.
3.2 Ongoing Availability
The User agrees that User access to Rounded may be unavailable if the TPS becomes unavailable, and that the User may lose functionality or content that is shared between the TPS and Rounded.
The User may disconnect the connection between Rounded and the TPS at any time in their discretion.
The Company has no relationship with any TPS and cannot guarantee the efficacy of any TPS connection.
3.3 Data from TPS
Where a User connects and/or registers their Account using a TPS, the User authorises the Company to use data from that TPS within Rounded as required.
4. General conditions
By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use Rounded for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.
The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.
The Company may revoke or suspend the User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User.
4.2 Modification of Terms
The Company may, in its sole discretion, modify or update these Terms of Service from time-to-time, and the User should review this page periodically.
When the Company changes these Terms of Service in a material manner, it will update the ‘last modified’ date at the top of these Terms of Service and notify the User in writing.
The User will be required to accept the modified terms in order to continue using Rounded after the end of the notice period.
The User agrees and accepts that Rounded is:
Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and
Managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to Rounded is available to the User unless expressly agreed in writing.
As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Rounded.
The Company provides user support for Rounded via:
Chat functionality within Rounded; and
The email address firstname.lastname@example.org.
The Company shall endeavour to respond to all support requests within 2 Business Days.
4.5 Use & Availability
The User agrees that it shall only use Rounded for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.
The User is solely responsible for the security of its username and password for access to Rounded. The User shall notify the Company as soon as it becomes aware of any unauthorised access of their Account.
The User agrees that the Company shall provide access to Rounded to the best of its abilities, however:
Access to Rounded may be prevented by issues outside of its control; and
It accepts no responsibility for ongoing access to Rounded.
A party shall not:
Use any of the Confidential Information except to the extent necessary to exercise its rights and perform its obligations under this Agreement; or
Disclose any of the Confidential Information except in accordance with clause (b).
Subject to clause (c), a party may disclose Confidential Information that a party is required to disclose:
By law or by order of any court or tribunal of competent jurisdiction; or
By any Government Agency, stock exchange or other regulatory body.
If a party is required to make a disclosure under clause (b), that party must:
To the extent possible, notify the other party immediately after it anticipates that it may be required to disclose any of the Confidential Information; and
Only disclose Confidential Information to the extent necessary to comply.
The User and the Company must each assist the other to comply with its obligations under the Privacy Act 1988 (Cth) in relation to Confidential Information.
Security. The Company takes the security of Rounded and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.
Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.
Storage. The Company stores data on servers based in the Singapore according to accepted industry standards. If the User requires its User Data to be stored in a different location, the Company may charge the User a fee to do so.
Backup. The Company shall perform backups of its entire systems in as reasonable manner at such times and intervals as is reasonable for its business purposes. The Company does not warrant that it is able to backup or recover specific User Data from any period of time unless so stated in writing by the Company.
4.9 Intellectual Property
Trade marks. The Company has moral & registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of Rounded.
The Rounded Application. The User agrees and accepts that Rounded is the Intellectual Property of the Company and the User further warrants that by using Rounded the User will not:
Copy Rounded or the services that it provides for the User’s own commercial purposes; and
Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Rounded or any documentation associated with it.
Content. All content submitted to the Company (excluding User Content), whether via Rounded or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Rounded.
4.10 Disclaimer of Third Party Services & Information
The User acknowledges that Rounded is dependent on third-party services, including but not limited to:
Banks, credit card providers and merchant gateway providers;
Taxation Authority online services;
Email services; and
The User agrees that the Company shall not be responsible or liable in any way for:
Interruptions to the availability of Rounded due to third-party services; or
Information contained on any linked third party website.
4.11 Liability & Indemnity
The User agrees that it uses Rounded at its own risk.
The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.
The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with Rounded, including any breach by the User of these Terms of Service.
In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use Rounded, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, or business interruption of any type, whether in tort, contract or otherwise.
Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:
The re-supply of services or payment of the cost of re-supply of services; or
The replacement or repair of goods or payment of the cost of replacement or repair.
The User may terminate this Agreement by providing the Company with written notice at any time.
The Company may terminate this Agreement by giving the User 1 month’s written notice, unless the User has breached these Terms of Service in which case the Company may terminate this Agreement or otherwise suspend the User’s Account by providing the User with written notice at any time.
Termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the effective date of termination.
4.13 Dispute Resolution
If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
Includes or is accompanied by full and detailed particulars of the Dispute; and
Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.
Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.
4.14 Electronic Communication, Amendment & Assignment
The User can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement. The Company will notify the User of a change of details from time-to-time.
The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.
A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
Notices must be sent to the parties’ most recent known contact details.
The User may not assign or otherwise create an interest in this Agreement.
The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.
Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.
Prevalence. To the extent this Agreement is in conflict with, or inconsistent with any Special Conditions made under this Agreement, the terms of those Special Conditions shall prevail.
Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.
Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.
Governing Law. This Agreement is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.