Legal
Contents
These Terms and Conditions ("Agreement") govern access to and use of the Roundtail software-as-a-service platform ("Service") provided by Your Technology Adviser ABN 74 040 249 078 ("Roundtail", "we", "us", "our").
By creating an account, clicking "Accept", or using the Service, the studio operator ("Customer", "you", "your") agrees to be bound by this Agreement. If you are agreeing on behalf of a business entity, you warrant that you have authority to bind that entity.
If you do not agree to this Agreement, you must not use the Service.
In this Agreement:
Roundtail is a student nurturing and business intelligence platform for boutique fitness studios. Phase 1 of the Service includes:
The Service does not send messages to students automatically. All outreach is initiated and sent by you directly. The Service does not write data back to Mindbody.
The Service is designed to operate in conjunction with a valid Mindbody subscription. You are responsible for:
Roundtail is not affiliated with, endorsed by, or responsible for Mindbody Inc or its services. A disruption, change, or withdrawal of Mindbody API access may affect the Service. We will notify you as soon as practicable if we become aware of a material API disruption, but we are not liable for any impact caused by Mindbody.
We will use commercially reasonable efforts to maintain Service availability. Scheduled maintenance will be performed outside peak Australian business hours where practicable. We do not guarantee uninterrupted access and are not liable for downtime except to the extent required by Australian Consumer Law.
To use the Service, you must register an account. You agree to:
You are responsible for all activities that occur under your account. We may suspend or terminate accounts where we have reasonable grounds to believe that credentials have been compromised or that the account is being misused.
Access to the Service is provided on a subscription basis. Current fees are:
Fees are listed on our website at [www.roundtail.app/pricing] and in the application. All fees are in Australian Dollars and are exclusive of GST unless otherwise stated.
Monthly subscription fees are billed in advance on the same date each month. Payment is processed automatically by Stripe using the payment method you provide. You authorise us to charge your nominated payment method for all fees as they fall due.
If a payment fails, we will notify you and retry within 3 business days. If payment remains outstanding after 7 days, we may suspend access to the Service until payment is made.
We may change Subscription Fees at any time by giving you at least 30 days' written notice by email. Fee increases will take effect at the start of the next billing cycle after the notice period. Continuing to use the Service after that date constitutes acceptance of the new fees. If you do not accept the change, you may terminate the Subscription as provided in Section 13.
All fees are exclusive of GST. Where GST applies, it will be added to the applicable fee and itemised on your invoice. We will provide you with a valid tax invoice.
Except as required by the Australian Consumer Law, subscription fees are non-refundable. Unused days in a billing period are not refunded upon cancellation. If you believe a charge was made in error, contact us within 30 days at hello@yourtechnologyadviser.com.au.
As between the parties, all Customer Data remains your property. We do not claim any ownership interest in Customer Data.
By using the Service, you grant us a limited, non-exclusive, royalty-free licence to access, process, store, and use Customer Data solely to provide and improve the Service and as otherwise set out in our Privacy Policy.
You acknowledge that you act as the data controller (or "APP entity" under the Privacy Act) for your Students' personal information. You are responsible for:
We process Customer Data in accordance with your instructions as set out in this Agreement and our Privacy Policy. Where we process personal information on your behalf, we:
Upon termination of this Agreement, we will make Customer Data available for export in CSV format for 30 days. After that period, we will delete or irreversibly de-identify Customer Data, except where we are required by law to retain certain records.
You must not use the Service in a way that:
We reserve the right to suspend or terminate your account if we reasonably believe you have breached this Section.
The Service, including all software, algorithms, designs, documentation, and content created by Roundtail, is owned by or licensed to us and protected by copyright and other intellectual property laws. Nothing in this Agreement transfers any Intellectual Property Rights in the Service to you.
If you provide us with suggestions, feedback, or ideas regarding the Service ("Feedback"), you grant us a perpetual, irrevocable, royalty-free licence to use that Feedback in any manner without obligation to you. We are not obliged to implement any Feedback.
Each party agrees to keep confidential any non-public information of the other party designated as confidential or that a reasonable person would understand to be confidential given the nature of the information. This obligation does not apply to information that:
Our handling of your personal information and Customer Data is governed by Section 6 and our Privacy Policy rather than this confidentiality clause.
You warrant and represent that:
We warrant that:
TO THE EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT IT WILL MEET YOUR SPECIFIC REQUIREMENTS. WE MAKE NO WARRANTY THAT THE SERVICE WILL IMPROVE YOUR STUDIO'S CONVERSION RATES OR BUSINESS OUTCOMES — RESULTS DEPEND ON YOUR OWN ACTIONS, YOUR STUDENTS, AND MARKET CONDITIONS OUTSIDE OUR CONTROL.
Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by the Australian Consumer Law that cannot lawfully be excluded or limited.
To the maximum extent permitted by law, our total aggregate liability to you for all claims arising under or in connection with this Agreement (whether in contract, tort, negligence, or otherwise) is limited to the total Subscription Fees paid by you to Roundtail in the 3 months immediately preceding the event giving rise to the claim.
To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, or punitive damages, including loss of revenue, loss of profit, loss of data, loss of business, or loss of goodwill, arising out of or in connection with this Agreement, even if the party has been advised of the possibility of such damages.
If you are a "consumer" as defined under the Australian Consumer Law and we fail to meet a consumer guarantee, our liability is limited to re-supplying the service or paying the cost of having the service re-supplied. This clause does not apply if the failure constitutes a "major failure" as defined under the Australian Consumer Law.
You agree to indemnify, defend, and hold harmless Roundtail and its officers, employees, and contractors from and against any claims, damages, fines, penalties, and expenses (including reasonable legal fees) arising from:
We will promptly notify you of any claim for which indemnity is sought and will cooperate reasonably in its defence.
This Agreement commences on the date you create an account and continues on a month-to-month basis until terminated in accordance with this Section.
You may cancel your Subscription at any time through your account settings or by emailing hello@yourtechnologyadviser.com.au. Cancellation takes effect at the end of the current billing period. You will not be charged in subsequent billing cycles.
We may terminate or suspend your access to the Service:
Upon termination:
We may update, modify, or discontinue features of the Service at any time. Where a modification materially reduces the core functionality of the Service, we will give you at least 14 days' prior written notice.
We may update this Agreement from time to time. We will notify you of material changes by email at least 30 days before the changes take effect. Continued use of the Service after the effective date of changes constitutes acceptance. If you do not accept the changes, you may terminate your Subscription before the effective date without penalty.
This Agreement is governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and any courts competent to hear appeals from those courts.
Before commencing any legal proceedings (other than for urgent interlocutory relief), the parties agree to attempt to resolve disputes in good faith by first escalating to senior representatives of each party. If the dispute is not resolved within 30 days, either party may pursue available legal remedies.
This Agreement (including the Privacy Policy incorporated by reference) constitutes the entire agreement between the parties regarding the Service and supersedes all prior representations, negotiations, and agreements.
If any provision of this Agreement is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions continue in full force.
Failure to exercise or delay in exercising any right under this Agreement does not operate as a waiver of that right.
You may not assign or transfer any rights or obligations under this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of our assets, provided the assignee agrees to be bound by this Agreement.
Neither party is liable for failure to perform obligations under this Agreement (other than payment obligations) to the extent caused by circumstances beyond their reasonable control, including natural disasters, acts of government, power failures, or internet outages, provided they take reasonable steps to minimise the impact and resume performance promptly.
Notices under this Agreement must be in writing and sent by email. Notices to Roundtail should be sent to hello@yourtechnologyadviser.com.au. Notices to you will be sent to the email address registered on your account. Notices are effective when received.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship.
For questions about this Agreement: