Terms & Conditions
1. Agreement to these terms
1.1 These Terms of Service (the Terms) are a binding agreement between [Company Legal Name], a company registered in [Jurisdiction] under company number [Number] with its registered office at [Registered Address] (we, us, our), and the individual or organisation that installs, accesses or uses RoundTrips (you, your).
1.2 By downloading, installing, activating a licence key for, or using RoundTrips, you confirm that you accept these Terms and agree to be bound by them. If you do not accept them, do not install or use the software.
1.3 If you are entering into these Terms on behalf of a company or other organisation, you confirm that you have authority to bind that organisation, and you means that organisation.
1.4 Where you and we have signed a separate written agreement covering RoundTrips, that agreement takes precedence over these Terms to the extent of any conflict.
2. Definitions
2.1 In these Terms:
• RoundTrips or the Software means the RoundTrips desktop application, including its Model Builder and File Sync pipelines, together with any updates, documentation and supporting services we make available.
• Subscription means a paid plan — Lite, Pro or Business — purchased for a stated term and number of Seats.
• Seat means a single named individual authorised to use the Software under your Subscription.
• Task means a configuration you create in the Software that defines source files, processing options, outputs, destinations and triggers.
• Run means a single execution of a Task.
• Your Content means the models, drawings, documents and other files you process, move or generate using the Software, together with the configuration data you enter.
• Connected Service means a third-party platform you authorise the Software to access, such as Autodesk Construction Cloud, Microsoft OneDrive or Dropbox.
3. The service
3.1 RoundTrips is a desktop application that automates model building and file synchronisation for construction projects. It runs on hardware you control, connects to Connected Services you authorise, and executes Tasks you configure.
3.2 Features available to you depend on your Subscription tier. Tier entitlements — including limits on concurrent Runs, available pipelines and available Connected Services — are set out on our pricing page and may be adjusted for future Subscription terms on notice under clause 21.
3.3 The Software requires a working internet connection to validate your licence and to access Connected Services. Some functionality is unavailable offline.
4. Accounts and licence keys
4.1 To use the Software you need a licence key issued by us. Keys are issued per Seat and are personal to the named individual assigned to that Seat.
4.2 You are responsible for keeping licence keys and account credentials confidential, and for all activity that occurs under them. Tell us promptly at [support@domain] if you believe a key or credential has been compromised.
4.3 You may reassign a Seat to a different individual when the original user leaves your organisation or changes role. You may not share a Seat between people, rotate a Seat between users to avoid buying additional Seats, or use one key on more machines than your tier permits.
4.4 You must provide accurate registration and billing information and keep it up to date.
5. Licence grant
5.1 Subject to these Terms and to payment of all applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software for your internal business purposes for the duration of your Subscription, limited to the number of Seats you have purchased.
5.2 The Software is licensed, not sold. All rights not expressly granted are reserved by us and our licensors.
6. Restrictions
6.1 You must not, and must not permit anyone else to:
• copy, modify, translate or create derivative works of the Software, except as expressly permitted by law;
• reverse engineer, decompile or disassemble the Software, or attempt to derive its source code, except to the extent that applicable law expressly prohibits this restriction;
• rent, lease, lend, resell, sublicense, host or otherwise make the Software available to third parties as a service or bureau;
• circumvent, disable or interfere with licence validation, tier limits, usage metering or any other technical protection;
• remove or obscure any proprietary notice, trade mark or attribution;
• use the Software to develop a competing product, or to benchmark it for publication without our prior written consent;
• use the Software in breach of any applicable law, export control or sanctions regime.
7. Third-party software and services
7.1 Autodesk software. RoundTrips interoperates with Autodesk Navisworks, which it invokes on your machine to federate, clean and export models. You are solely responsible for holding valid, current licences for Navisworks and for any other third-party software required for your Tasks, and for complying with the terms of those licences. We are not an Autodesk reseller or partner, and nothing in these Terms grants you any right to use Autodesk software.
7.2 Connected Services. When you authorise the Software to connect to Autodesk Construction Cloud, Microsoft OneDrive, Dropbox or any other Connected Service, you instruct us to access, read, write, move and delete files in that service on your behalf, within the scope of the Tasks you configure. You confirm that you have the rights and permissions necessary to give that instruction.
7.3 Connected Services are operated by third parties under their own terms. We do not control them and are not responsible for their availability, performance, security, pricing, or for any change or discontinuation of their APIs. If a Connected Service changes in a way that breaks or limits functionality, we will make reasonable efforts to adapt the Software but do not guarantee continued support.
7.4 Availability of a particular Connected Service depends on your Subscription tier.
8. Free trial
8.1 We may offer a free trial of [30] days. Trials are for evaluation only and are provided without warranty of any kind.
8.2 At the end of a trial the Software will stop functioning unless you have purchased a Subscription. We do not automatically convert trials into paid Subscriptions and do not require payment details to start one.
8.3 We may limit trial functionality, limit trials to one per organisation, or withdraw a trial at any time.
9. Fees, billing and renewal
9.1 Subscription fees are those set out on our pricing page or in your order, charged per Seat and billed annually in advance unless we agree otherwise in writing.
9.2 All fees are exclusive of VAT, sales tax and any other applicable taxes or duties, which you are responsible for paying. Where we are required to collect tax, it will be added to your invoice.
9.3 Renewal. Subscriptions renew automatically for successive terms of the same length unless either party gives notice of non-renewal at least [30] days before the end of the current term. We will notify you of any price change at least [60] days before renewal; if you do not accept it, you may decline to renew.
9.4 Adding Seats. You may add Seats mid-term. Additional Seats are charged pro rata for the remainder of the current term and renew with your Subscription.
9.5 Refunds. Fees are non-refundable except where required by law or expressly stated in these Terms. Reducing Seat count or downgrading tier takes effect at the next renewal and does not entitle you to a refund for the current term.
9.6 Late payment. If an invoice is overdue we may suspend access under clause 20 and charge interest at [rate] on the outstanding amount.
9.7 Where you are a consumer rather than a business, statutory cancellation rights in your jurisdiction apply and are not affected by this clause.
10. Your files and data
10.1 You retain all ownership of Your Content. We claim no rights in your models, drawings, documents or project data.
10.2 The Software processes Your Content locally on your machine. Model and file contents are transferred directly between your machine and the Connected Services you authorise. We do not store or retain copies of your model or document contents on our systems.
10.3 We do collect operational data necessary to run and improve the service, including licence validation records, Task configuration metadata, Run outcomes, timings, file counts and volumes, error diagnostics and application logs. This data is described further in our [Privacy Policy URL].
10.4 You grant us a limited licence to process Your Content and operational data solely to provide, secure, support and improve the Software, and for no other purpose.
10.5 You are responsible for maintaining your own backups. The Software is not a backup service.
11. Automated operations and your responsibility
11.1 RoundTrips performs automated operations that create, overwrite, move and delete files, and that modify model contents. In particular, model cleanup removes viewpoints, clash tests and search sets from output models, and File Sync tasks may overwrite or replace files at their destination.
11.2 You are responsible for configuring Tasks correctly, for verifying source and destination paths before running them, and for maintaining backups of anything you cannot afford to lose. We are not liable for loss, corruption or unintended overwriting of files resulting from a Task you configured or scheduled.
11.3 Outputs must be verified. Federated models, cleaned models, converted files and synchronised documents are produced automatically and may contain errors, omissions or stale data. You must independently review and verify any output before relying on it for design, coordination, clash detection, quantity take-off, procurement, construction, certification, or any contractual or regulatory purpose. RoundTrips is a productivity tool and is not a substitute for professional judgement or for the checks required by your quality procedures.
12. Privacy and data protection
12.1 Our handling of personal data is described in our [Privacy Policy URL], which forms part of these Terms.
12.2 Where we process personal data contained in Your Content, we act as a processor on your instructions and you act as controller. Where required, the parties will enter into a data processing agreement in the form at [DPA URL].
12.3 Each party will comply with applicable data protection law, including the UK GDPR and EU GDPR where relevant.
13. Intellectual property
13.1 We and our licensors own all intellectual property rights in the Software, its interface, documentation, branding and underlying technology. These Terms transfer no ownership to you.
13.2 If you send us feedback, suggestions or feature requests, we may use them without restriction, obligation or compensation. You are not required to send feedback.
13.3 The Software may include third-party open-source components licensed under their own terms, listed at [Attributions URL]. Those terms govern those components.
14. Acceptable use
14.1 You must not use the Software to access, move or process files you are not authorised to handle; to infringe anyone's intellectual property or confidentiality; to introduce malware; to place unreasonable load on our systems or on a Connected Service; or in any way that breaches a Connected Service's own terms.
14.2 You are responsible for the conduct of everyone who uses the Software under your Subscription.
15. Availability, support and updates
15.1 We aim to keep licensing and supporting services available, but we do not guarantee uninterrupted availability and do not offer a service level agreement unless one is agreed separately in writing.
15.2 Support is provided by email at [support@domain] during [business hours]. Business tier customers receive priority response and onboarding assistance as described on our pricing page.
15.3 We may release updates, and may modify, add to or remove features. We will not materially reduce the core functionality of your tier during a paid term without giving you notice and, where the reduction is material, the option to terminate and receive a pro rata refund for the unused period.
15.4 You are responsible for meeting the system requirements published at [Requirements URL], including supported Windows versions and a compatible Navisworks installation.
16. Confidentiality
16.1 Each party may receive confidential information from the other. Each party will keep the other's confidential information secret, use it only to perform these Terms, and protect it with at least reasonable care.
16.2 This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed by it, or must be disclosed by law — in which case the disclosing party will be given notice where lawful.
17. Disclaimers
17.1 Except as expressly stated in these Terms and to the fullest extent permitted by law, the Software is provided as is and as available, and we disclaim all other warranties, express or implied, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement.
17.2 We do not warrant that the Software will be error-free, that every Run will succeed, that outputs will be accurate or complete, or that it will meet your specific requirements.
17.3 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation. If you are a consumer, your statutory rights are not affected.
18. Limitation of liability
18.1 Subject to clause 17.3, neither party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business or goodwill, loss or corruption of data, delay to a project or programme, or any indirect or consequential loss, however arising.
18.2 Subject to clause 17.3, our total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise, is limited to the total fees you paid us in the [12] months immediately before the event giving rise to the claim.
18.3 This allocation of risk is reflected in the fees and is a fundamental basis of the bargain between the parties.
19. Indemnity
19.1 You will indemnify us against claims, damages and reasonable costs arising from your breach of these Terms, your misuse of the Software, your use of Your Content, or your failure to hold the third-party licences required under clause 7.1.
19.2 We will defend you against third-party claims that the Software as supplied by us infringes their intellectual property rights, and pay damages finally awarded, provided you notify us promptly, give us control of the defence, and cooperate. This does not apply where the claim arises from your modification of the Software, its combination with anything we did not supply, or your continued use after we provide a non-infringing alternative.
20. Term, suspension and termination
20.1 These Terms apply from the date you first install or activate the Software and continue until your Subscription ends or these Terms are terminated.
20.2 Either party may terminate for material breach if the other fails to remedy it within [30] days of written notice.
20.3 We may suspend access immediately where payment is overdue, where we reasonably suspect a breach of clause 6 or 14, or where suspension is necessary to protect the security or integrity of our systems or a Connected Service. We will restore access once the cause is resolved.
20.4 On termination your licence ends, you must stop using the Software and remove it from your systems, and any unpaid fees for the current term fall due. Your Content remains where it is — in your own storage and in your Connected Services — and is unaffected by termination.
20.5 Clauses that by their nature should survive termination do so, including clauses 10, 11, 13, 16, 17, 18, 19 and 22.
21. Changes to these terms
21.1 We may update these Terms. For changes that materially affect your rights we will give at least [30] days' notice by email or in-app notification before they take effect.
21.2 If you do not accept a material change, you may terminate before it takes effect and receive a pro rata refund for the unused portion of your current term. Continuing to use the Software after the effective date means you accept the updated Terms.
22. Governing law and disputes
22.1 These Terms and any dispute arising from them are governed by the laws of [Jurisdiction], without regard to conflict-of-law rules.
22.2 The courts of [Jurisdiction] have exclusive jurisdiction, except that either party may seek injunctive relief in any competent court to protect its intellectual property or confidential information.
22.3 Before starting proceedings, the parties will attempt in good faith to resolve the dispute through discussion between senior representatives for at least [30] days.
23. General
23.1 Entire agreement. These Terms, together with our Privacy Policy and any order you place, form the entire agreement between us and supersede all prior discussions on their subject matter.
23.2 Assignment. You may not assign these Terms without our written consent, except to a successor of your business. We may assign them to an affiliate or in connection with a merger or sale of assets.
23.3 Severability. If any provision is held unenforceable, the rest remains in force and the provision is modified to the minimum extent necessary to make it enforceable.
23.4 Waiver. A failure to enforce a provision is not a waiver of the right to enforce it later.
23.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
23.6 No partnership. Nothing in these Terms creates a partnership, agency or employment relationship.
23.7 Third parties. No one other than you and us has any right to enforce these Terms.
23.8 Notices. Notices to us go to Admin@roundtrips.io. Notices to you go to the email address on your account.
24. Contact
24.1 Questions about these Terms:
• [Company Legal Name]
• [Registered Address]
• [legal@domain]