Terms & Conditions

1. Agreement to these Terms

1.1 These Terms of Service (the Terms) are a binding agreement between RoundTrips LTD, a company registered in Israel under company number 517410148 with its registered office at Nahal Shilo 25, Beer Sheva 8485867, Israel (we, us, our), and the business or organisation that installs, accesses or uses RoundTrips (you, your).

1.2 You accept these Terms by accepting them in the installer, by activating a licence key or starting a trial, or by using RoundTrips. If you do not accept them, do not install or use the Software.

1.3 If you accept these Terms on behalf of a company or other organisation, you confirm that you have authority to bind it, and you means that organisation.

1.4 RoundTrips is sold for business use only. You confirm that you are acquiring it for the purposes of a trade, business or profession and not as a consumer.

1.5 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. Terms printed on or referred to in your purchase order, supplier portal or similar document do not apply, even if we accept or acknowledge the order.

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 and documentation we make available.
• RoundTrips Live means the optional web service at live.roundtrips.io that shows the status of your Runs on another device.
• Subscription means a paid plan (Lite, Pro or Business) purchased for a number of Seats.
• Seat means a single named individual authorised to use the Software under your Subscription, on one computer used by that individual.
• 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.
• Live Data means the Task names, Run statuses, timestamps and shortened error messages the Software sends to RoundTrips Live when you switch it on.
• 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 from that hardware to the Connected Services you authorise, and executes the Tasks you configure.

3.2 Features available to you depend on your Subscription tier. Tier entitlements, including limits on concurrent Runs, available pipelines, available Connected Services and access to RoundTrips Live, are set out on our pricing page and may be adjusted for future months on notice under clause 21.

3.3 The Software checks your licence with our licensing provider once a day. It keeps working for 5 days without a successful check; after that, new Runs are blocked until it can connect again. Access to Connected Services needs an internet connection.

3.4 RoundTrips Live is off unless you switch it on in the Software and link the computer to a RoundTrips Live account. While it is on, the Software sends Live Data to RoundTrips Live and nothing else. You can switch it off or unlink the computer at any time.

4. Accounts and licence keys

4.1 To use the Software after a trial you need a licence key issued by us. Keys are issued per Seat and are personal to the individual assigned to that Seat.

4.2 A Seat covers one person on one computer. The key is activated on the computer that individual works on and is active on one computer at a time.

4.3 You may move a Seat to a different computer yourself, using Licence, then Release this computer, and then activating on the new one. If the old computer is lost or has failed, ask us at admin@roundtrips.io and we will release it for you.

4.4 You are responsible for keeping licence keys and account credentials, including your RoundTrips Live password, confidential, and for all activity that occurs under them. Tell us promptly at admin@roundtrips.io if you believe a key or credential has been compromised.

4.5 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 run one key on more than one computer.

4.6 You must provide accurate registration and billing information and keep it up to date.

4.7 Verification. Our licensing records show the computers each key is activated on. On reasonable written request, not more than once in any 12 months, you will confirm in writing the number of individuals and computers using the Software. If use exceeds the Seats you have paid for, you will pay for the additional Seats at our then-current list price from the date the excess use began, within 30 days of our invoice. This is in addition to our other rights under these Terms.

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 trial or Subscription, limited to the number of Seats you have paid for and to one computer per Seat.

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, including as a service or bureau;
• circumvent, disable or interfere with licence validation, tier limits, trial limits or any other technical protection, including by altering a computer's identifiers to obtain a further trial;
• remove or obscure any proprietary notice, trade mark or attribution;
• use the Software to develop a competing product, or 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 computer to federate, clean and export models. You are solely responsible for holding valid, current licences for Navisworks and for any other third-party software your Tasks need, 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 authorise the Software, running on your computer, to access, read, write, move and delete files in that service within the scope of the Tasks you configure. The authorisation is held on your computer. We do not receive it and do not act in the Connected Service ourselves. You confirm that you have the rights and permissions needed to give that authorisation.

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 or pricing, or for any change to 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 The Software starts a free trial of 30 days on first launch. Trials are for evaluation only and are provided without warranty of any kind.

8.2 At the end of a trial the Software stops starting new Runs unless you have purchased a Subscription. We do not convert trials into paid Subscriptions and do not ask for payment details to start one.

8.3 One trial is available per computer, and we may limit trials to one per organisation. We may limit trial functionality or end 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 monthly in advance. The first month is paid before the licence key is issued, and each following month is paid at its start, by bank transfer to the account named on the invoice. We do not take card payments at present.

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. Payments are made without set-off or deduction, except for a withholding tax you are required by law to deduct, in which case you will provide the certificate of deduction.

9.3 Renewal. A Subscription continues month to month for as long as each month is paid in advance. Nothing is charged automatically and no notice of non-renewal is needed from either side: a month that is not paid for is not licensed, and the Subscription lapses at the end of the last month paid for. We will give you at least 30 days' notice of a price change before it applies.

9.4 Adding Seats. You may add Seats mid-month. Additional Seats are charged pro rata for the remainder of the current month and continue with your Subscription.

9.5 Refunds. The trial is the evaluation, so fees are non-refundable except where these Terms say otherwise (clauses 15.3 and 21.2) or the law requires. Reducing Seats or downgrading tier takes effect from the next month.

9.6 Late payment. An unpaid month is not licensed. Where we have extended access ahead of payment and an invoice is overdue, we may suspend access under clause 20.3, and the overdue amount carries interest and linkage differentials under the Israeli Adjudication of Interest and Linkage Law, 5721-1961, from the due date until paid.

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 on your computer. File contents are transferred directly between your computer and the Connected Services you authorise, and never reach our systems. We do not store or retain copies of Your Content.

10.3 The Software does not send us usage data, analytics, crash reports, logs or Task configuration. We receive information about your use only in these cases:

• licence checks, which our licensing provider receives as described in our Privacy Policy;
• Live Data, while RoundTrips Live is switched on;
• logs, files or descriptions you choose to send us when asking for support.

10.4 You grant us a limited licence to process Live Data and anything you send us for support solely to provide, secure and support 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 or scheduling them, and for keeping backups of anything you cannot afford to lose.

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 your quality procedures require.

12. Privacy and data protection

12.1 How we handle personal data is described in our Privacy Policy at https://www.roundtrips.io/privacy-policy. The Privacy Policy is a notice of our practices and does not form part of these Terms.

12.2 Because Your Content never reaches our systems, we do not process personal data contained in it. Where Live Data, or material you send us for support, contains personal data for which you are the controller, we process it as your processor on the terms in clause 12.3, and you act as controller.

12.3 Processing terms. Where we act as your processor, we will:

• process the personal data only to provide RoundTrips Live and support, and otherwise only on your documented instructions, unless the law requires otherwise;
• ensure that people authorised to process it are bound by confidentiality;
• protect it with appropriate technical and organisational measures;
• use only the sub-processors listed in our Privacy Policy, give you at least 30 days' notice by email before adding or replacing one, and let you object on reasonable grounds, in which case you may terminate the affected service;
• impose on each sub-processor data protection obligations no less protective than these, and remain responsible for them;
• help you, taking into account the nature of the processing, to respond to requests from data subjects and to meet your security, breach notification and impact assessment obligations;
• notify you without undue delay after becoming aware of a personal data breach affecting that data;
• delete that data when the service ends, unless the law requires us to keep it;
• make available the information reasonably needed to show that we meet this clause.

Transfers of that data outside the country in which it was collected are made under the safeguards described in our Privacy Policy. This clause constitutes our data processing agreement, and no separate agreement is needed.

12.4 Each party will comply with the data protection law that applies to it, including the Israeli Protection of Privacy Law, 5741-1981, and 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, RoundTrips Live, their interfaces, 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 includes third-party open-source components licensed under their own terms, listed with those terms in the THIRD-PARTY-NOTICES.txt file installed beside the Software and published at https://github.com/alexeisenroundtrips/LocalRoundTrips-releases/blob/main/THIRD-PARTY-NOTICES.txt. 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 trial or Subscription.

15. Availability, support and updates

15.1 We aim to keep licensing, RoundTrips Live and our other 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 admin@roundtrips.io on Israeli business days, and we aim to respond within one business day. Business tier customers receive priority response and onboarding help 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 month without giving you notice and the option to terminate and receive a pro rata refund for the unused part of that month.

15.4 You are responsible for meeting the system requirements published at https://github.com/alexeisenroundtrips/LocalRoundTrips-releases/blob/main/REQUIREMENTS.md, 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 the last case the receiving party will give the disclosing party notice where lawful.

17. Disclaimers

17.1 Except as expressly stated in these Terms and to the fullest extent permitted by law, the Software and RoundTrips Live are 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 or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

18. Limitation of liability

18.1 Subject to clauses 17.3 and 18.4, 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 clauses 17.3 and 18.4, 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.

18.4 Clauses 18.1 and 18.2 do not limit:

• your obligation to pay fees, including fees and interest under clauses 4.7 and 9;
• your liability for breach of clauses 4.5, 5, 6 or 14;
• either party's liability for infringing the other's intellectual property rights or for breach of clause 16;
• your obligations under clause 19.1.

19. Indemnity

19.1 You will indemnify us against third-party claims, and the damages and reasonable costs arising from them, that result from your breach of these Terms, your misuse of the Software, 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 against you, or agreed by us in settlement, on those claims. This does not apply where the claim arises from your modification of the Software, its combination with anything we did not supply, your use of a version other than the current one, or your continued use after we provide a non-infringing alternative.

19.3 If the Software is, or in our opinion is likely to be, the subject of such a claim, we may at our option obtain the right for you to continue using it, modify or replace it so that it is non-infringing without material loss of functionality, or end your licence and refund any fees paid for the unused part of the current month. This clause 19 states our entire liability, and your sole remedy, for infringement claims.

19.4 A party seeking protection under this clause 19 must notify the other promptly, give it sole control of the defence and settlement, and cooperate reasonably at its expense. No settlement may impose an obligation on the protected party without its consent.

20. Term, suspension and termination

20.1 These Terms apply from the date you first accept them and continue until your trial or 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 where payment is overdue, where we reasonably suspect a breach of clause 4.5, 6 or 14, or where suspension is needed to protect the security or integrity of our systems or a Connected Service. We will tell you the reason where practicable and lawful, and 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 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 4.7, 6, 9, 10, 11, 12, 13, 16, 17, 18, 19, 22 and 23.

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 to the address on your account before they take effect. The current version, and the date it was last updated, are always published at https://www.roundtrips.io/terms-and-conditions.

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 part of the current month. 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 Israel, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22.2 The competent courts in Beer Sheva, Israel, have exclusive jurisdiction, except that either party may seek injunctive relief in any competent court to protect its intellectual property or confidential information, and we may bring a claim for unpaid fees in the courts of the country where you are established.

22.3 Before starting proceedings, other than for injunctive relief, the parties will attempt in good faith to resolve the dispute through discussion between senior representatives for at least 30 days.

22.4 These Terms are written in English. If they are translated, the English version prevails.

23. General

23.1 Entire agreement. These Terms and any order you place form the entire agreement between us on their subject matter, and supersede all prior discussions and representations. Neither party has relied on any statement not set out in them.

23.2 Assignment. You may not assign or transfer these Terms without our prior written consent, which we will not unreasonably withhold. We may assign them to an affiliate or in connection with a merger, reorganisation or sale of all or part of our business, and will tell you if we do.

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 or delay in enforcing 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. This does not excuse an obligation to pay money.

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 or on your order. An email notice is treated as received on the next business day after it is sent, unless the sender receives a delivery failure.

24. Contact

24.1 Questions about these Terms:

• RoundTrips LTD, company number 517410148
• Nahal Shilo 25, Beer Sheva 8485867, Israel
• admin@roundtrips.io