Effective Date: These Terms take effect automatically when HQ completes sign-up, proceeds through checkout, or first uses the Rool platform. No manual signature is required.
These Platform Terms (“Terms”) govern access to and use of the Rool platform and services provided by:
Rool Social Limited
NZBN 9429053330055
(“Rool”, “we”, “us”, “our”)
By completing sign-up, proceeding through checkout, or using the Rool platform, the customer entity identified at checkout or in an Order Form (“HQ”, “Customer”) agrees to be bound by these Terms and by Schedule 1 (Data Processing Addendum), which together form the entire agreement between Rool and HQ. The person completing sign-up or checkout on behalf of HQ warrants that they have authority to bind HQ to these Terms.
1.1 Rool is provided on a strictly business-to-business (B2B) basis.
1.2 The contracting entity is the head office, franchisor, or equivalent central entity responsible for the network.
1.3 HQ is responsible for:
1.4 Rool may contract with customers globally. These Terms are governed exclusively by the laws of New Zealand regardless of customer location.
2.1 Rool provides a hosted SaaS platform enabling brand and network social media management, including (as applicable):
2.2 Rool may modify, enhance, replace or discontinue features at its discretion.
2.3 Beta or early-access features are provided “as is” and are excluded from service level commitments.
3.1 Subscription terms are:
3.2 An “Order Form” means:
3.3 Verbal statements do not modify these Terms.
4.1 Fees consist of:
4.2 A “branch” means a distinct operating unit requiring separate platform access, as determined by Rool acting reasonably.
4.3 Fees are denominated in New Zealand Dollars (NZD) unless the applicable Order Form or checkout specifies a different currency.
4.4 All fees are billed in advance on a monthly anniversary basis. The billing anniversary is the date on which HQ first connected to the Rool platform. If that date does not exist in a given calendar month (for example, the 31st in a month with fewer days), billing occurs on the final day of that month. Additional branches connected during a billing period are prorated to align with HQ’s existing anniversary date. Removing branches adjusts future billing but does not generate automatic refunds for periods already billed, unless otherwise agreed by Rool in writing.
4.5 Rool may adjust pricing:
4.6 Taxes, GST, VAT, and similar charges are handled by Rool’s payment platform and applied at checkout in accordance with the applicable jurisdiction. HQ is responsible for any taxes or levies applicable to its use of the Service that are not collected by the payment platform.
5.1 Annual subscriptions may be offered at a 10% discount.
5.2 Annual plans are billed upfront.
5.3 No automatic refunds apply unless determined by Rool in its discretion.
6.1 Payment is by credit card unless otherwise agreed.
6.2 Failed payments trigger a two-week grace period.
6.3 Rool may suspend HQ access, and subsequently the network, for non-payment.
6.4 Suspension does not relieve payment obligations.
6.5 Any dispute relating to a fee or invoice must be raised with Rool in writing within thirty (30) days of the relevant invoice date. Undisputed portions of an invoice remain payable on time regardless of any dispute. Rool will review disputes promptly and in good faith and will correct any verified errors.
6.6 Chargebacks are treated as non-payment. HQ is encouraged to contact Rool directly at the address in clause 17.4 before initiating a chargeback so that any issue can be resolved promptly. Where a chargeback is initiated, Rool may suspend platform access, recover chargeback-related fees from HQ, and require alternative payment arrangements before restoring access.
7.1 Rool targets 99.9% platform uptime measured monthly, excluding:
Uptime means the Rool platform being accessible and able to perform its core functions (content scheduling, publishing, and social inbox management) as measured by Rool's monitoring infrastructure, expressed as a percentage of the total minutes in the relevant calendar month. Uptime excludes downtime attributable to: (a) Scheduled Maintenance carried out in accordance with clause 7.3; (b) Force Majeure Events as defined in clause 16; (c) outages or API unavailability of third-party social media platforms (including Meta, LinkedIn, Google, and TikTok) to which Rool connects; and (d) any act or omission of the Customer or its users.
7.2 Failure to meet uptime targets does not automatically entitle HQ to refunds.
7.3 Remedies are determined case-by-case and may include service credits at Rool’s discretion.
8.1 HQ is responsible for:
8.2 Rool is not liable for customer content unless directly caused by a security breach attributable to Rool.
8.3 HQ must not:
9.1 Customer retains ownership of all uploaded content.
9.2 Rool retains ownership of:
9.3 Rool may:
9.4 Rool grants HQ a limited, non-exclusive licence to use the platform during the subscription term.
10.1 Rool acts as:
10.2 In providing the Service, Rool processes Customer Personal Information as described in the Data Processing Addendum (Schedule 1). This includes social media content, direct messages, engagement data, and associated account data uploaded to or retrieved through the Service on behalf of HQ. Rool also processes HQ account and billing data as a data controller in its own right, as described in Rool’s Privacy Policy.
10.3 Rool uses third-party subprocessors to operate and deliver the Service, including infrastructure, database, email, and API providers located in New Zealand, the United States, and other jurisdictions. A current list of subprocessors is set out in Schedule 1 (Data Processing Addendum). Customer Personal Information may be transferred to and processed in those countries in connection with the Service.
10.4 The Data Processing Addendum governing Rool’s processing of Customer Personal Information on behalf of HQ is set out at Schedule 1 to these Terms and forms part of this agreement. HQ’s use of the Service is also subject to Rool’s Privacy Policy (available at roolsocial.com/privacy-policy), which describes how Rool processes personal information as a data controller in its own right, including in respect of platform analytics, benchmarking, and marketing
11.1 HQ is responsible for exporting any data it requires prior to termination of the Service. Rool is under no obligation to provide a data export following the effective date of termination.
11.2 Rool will securely delete Customer Personal Information within 90 days of the effective date of termination, in accordance with Schedule 1 (Data Processing Addendum). Rool may retain data beyond this period only where required by applicable law, in which case it will notify HQ accordingly.
12.1 HQ may cancel at any time; cancellation takes effect at the end of the billing period.
12.2 Rool may terminate for convenience on one month’s notice.
12.3 Immediate termination may occur if HQ:
13.1 Total liability of Rool is capped at the fees paid by HQ in the preceding 12 months.
13.2 Rool is not liable for:
13.3 Nothing limits liability for fraud or non-excludable statutory rights.
14.1 Rool will indemnify HQ against third-party claims that the core Rool platform directly infringes intellectual property rights.
14.2 This indemnity:
15.1 Parties must attempt good-faith mediation before commencing litigation.
15.2 These Terms are governed exclusively by the laws of New Zealand, except that Schedule 1 (Data Processing Addendum) may include supplementary provisions required by applicable data protection legislation, including the GDPR and UK GDPR, which shall apply to the extent necessary in respect of Customer Personal Information relating to data subjects located in the EEA or United Kingdom.
15.3 The courts of New Zealand have exclusive jurisdiction.
Rool is not liable for delays or failures caused by events beyond its reasonable control.
17.1 These Terms, together with any Order Form and Schedule 1 (Data Processing Addendum), constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings relating to that subject matter. These Terms are accepted electronically and no manual signature is required for them to be legally binding.
17.2 HQ may assign to a parent or purchaser of its franchise system.
17.3 Rool may assign in connection with a corporate restructure, investment or sale.
17.4 Notices may be given by email.
17.5 Consumer protection legislation (including the Consumer Guarantees Act 1993) does not apply to the maximum extent permitted by law.
17.6 Rool may update these Terms from time to time. Material changes will be notified to HQ by email or in-platform notification at least 30 days before they take effect. Non-material changes take effect on the next billing renewal. Continued use of the platform after the effective date of any change constitutes acceptance of the updated Terms.
© Rool Social 2025