Terms of Service

1. The agreement

These Terms are a binding agreement between you and your organization ("Customer", "you") and Rofterm ("Rofterm", "we", "us"), the operator of the Service. If you accept these Terms on behalf of an organization, you represent that you have authority to bind it. If you do not agree, do not use the Service.

2. The Service

Rofterm provides a hosted software platform for enterprise risk management, internal controls, compliance mapping, evidence management and board reporting. Specific features, usage limits and support levels may be set out in an order form, subscription plan or written quote. We may improve, modify or discontinue features over time, and will not materially reduce core functionality of a paid subscription during its term without notice.

3. Accounts & access

• You are responsible for configuring user accounts, roles and permissions within your tenant.
• You must keep credentials confidential and are responsible for all activity under your accounts.
• You must promptly notify us of any unauthorized access or suspected security incident.
• Access is licensed to the named users in your subscription and may not be shared beyond your organization.

4. Acceptable use

You agree not to, and not to permit others to:

• Use the Service unlawfully or in breach of these Terms.
• Upload malware, or attempt to disrupt, overload or gain unauthorized access to the Service.
• Reverse engineer, copy, resell or create derivative works from the Service except as permitted by law.
• Probe or test the security of the Service without our prior written consent.
• Upload data you have no right to process, or that infringes third-party rights.

We may suspend access to investigate suspected violations or to protect the Service, other customers or third parties.

5. Customer data

You retain all rights in the data you submit to the Service ("Customer Data"). You grant us a limited license to host, process and transmit Customer Data solely to provide and support the Service. Our processing of personal data within Customer Data is governed by our Data Processing Agreement and Privacy Policy. You are responsible for the accuracy, quality and legality of Customer Data and for obtaining any necessary rights and consents.

6. Fees & billing

• Fees, billing frequency and subscription term are set out in your order form or plan.
• Unless stated otherwise, fees are payable in advance and are non-refundable except where required by law.
• Fees are exclusive of taxes, which you are responsible for.
• If payment is overdue or a subscription lapses, we may suspend access until the account is brought current. Where required, you will be notified before suspension.

7. Intellectual property

Rofterm and its licensors own all rights in the Service, including software, design, documentation and trademarks. No rights are granted except the limited, non-exclusive, non-transferable right to use the Service during your subscription. Feedback you provide may be used by us without restriction or obligation.

8. Confidentiality

Each party may access the other's confidential information. The receiving party will protect it with reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisers bound by confidentiality, or as required by law.

9. Third-party services

The Service may integrate with third-party products (for example, single sign-on or notification services). Your use of those products is governed by their own terms, and we are not responsible for them. Integrations may change or be discontinued.

10. Warranties & disclaimers

We warrant that we will provide the Service with reasonable skill and care. Except as expressly stated, the Service is provided "as is" and "as available", and we disclaim all other warranties to the fullest extent permitted by law, including merchantability, fitness for a particular purpose and non-infringement. Rofterm supports your risk and compliance program but does not provide legal, audit or regulatory advice, and you remain responsible for your own compliance decisions.

11. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill. Each party's total aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable by you to Rofterm in the 12 months preceding the event giving rise to the claim. Nothing limits liability that cannot be excluded by law, such as for death or personal injury caused by negligence, or for fraud.

12. Indemnification

You will defend and indemnify Rofterm against third-party claims arising from your Customer Data or your use of the Service in breach of these Terms. We will defend and indemnify you against third-party claims that the Service, as provided, infringes that third party's intellectual property rights, subject to the limitations in these Terms.

13. Term & termination

These Terms apply while you use the Service or have an active subscription. Either party may terminate for material breach not cured within 30 days of notice. On termination, your right to use the Service ends, and we will make Customer Data available for export for a limited period before deletion in line with the DPA. Provisions that by their nature should survive termination will survive.

14. Changes to these Terms

We may update these Terms from time to time. Material changes will be reflected by the "Last updated" date above and, where appropriate, communicated to you. Continued use of the Service after an update constitutes acceptance.

15. Governing law & disputes

These Terms are governed by the laws of [your jurisdiction], without regard to conflict-of-laws rules, and the courts of [your jurisdiction] will have exclusive jurisdiction over any dispute, except that either party may seek injunctive relief in any competent court to protect its intellectual property or confidential information. We will confirm the governing jurisdiction once Rofterm is incorporated.

16. Contact

Questions about these Terms? Contact hey@rofterm.com.