Rally Terms of Service

1. About these terms

1.1 These terms are an agreement between Rally VMS Limited (NZBN 9429052917622) ("Rally", "we", "us") and the organisation that signs up for or uses the Rally service ("you", "your", the "Organisation").

1.2 By creating an account, subscribing to a plan, or using Rally, you agree to these terms. If you are agreeing on behalf of an organisation, you confirm you are authorised to bind it.

1.3 Our Privacy Policy forms part of these terms. Where we process personal information on your behalf, the data processing terms in section 6 (and any separate Data Processing Agreement we enter into with you) also apply.

2. Definitions

• "Service" or "Platform" means the Rally volunteer management and donation/disclosure platform and related websites, apps, features and support.
• "Volunteer" means an individual who registers with, or is managed by, your Organisation through Rally.
• "Donor" means an individual who makes a donation to, or purchases a ticket from, your Organisation, and whose information is recorded through the Service - whether entered or imported by you, or (where we make this available) submitted by the individual directly.
• "Individual Data" means Volunteer information and Donor information collected or processed through the Service.
• "Customer Data" means all data you or your users put into, or generate through, the Service, including Individual Data.
• "Plan" means the subscription tier you select (for example Free, Starter, Organisation or Paused), as described on our pricing page.
• "Fees" means the charges for your Plan and any add-ons.
• "Privacy Laws" means the NZ Privacy Act 2020, the Australian Privacy Act 1988 (Cth), the GDPR, and any other data protection laws that apply to your use of the Service.
• "Electoral Laws" means the NSW Electoral Funding Act 2018 and any other electoral, political donation or fundraising disclosure law that applies to your use of the Service.

3. Your account

3.1 You must provide accurate account information and keep it up to date.

3.2 You are responsible for your account, your administrators and other users you invite, and for all activity under your account. You must keep sign-in access secure and tell us promptly of any suspected unauthorised access.

3.3 You are responsible for setting appropriate permissions for your administrators and coordinators, and for the actions they take.

4. Using Rally

4.1 While your account is active and your Fees are paid, we grant you a non-exclusive, non-transferable right to access and use the Service for your Organisation's internal volunteer-management and donation/disclosure-management purposes, in accordance with these terms and your Plan's limits.

4.2 We may update, add or remove features from time to time. We will not make changes that materially reduce core functionality of a paid Plan without reasonable notice.

4.3 Beta and new features. We may offer new, preview or beta features that are still in development. These are provided "as is", may change or be withdrawn, and may not work as intended. We will identify them as beta or preview where practical.

4.4 APIs and integrations. If we make an API or integrations available, additional terms, rate limits and fair-use rules may apply. You must not use them to scrape, overload, or circumvent the Service or its access controls.

5. Your responsibilities and acceptable use

5.1 You must use the Service lawfully and only for legitimate volunteer-management and donation/disclosure-management purposes. You must not:

• upload or process data you do not have the right or consent to use;
• use the Service to send unlawful, misleading or unsolicited messages, or otherwise breach spam, electoral, privacy or other laws;
• attempt to access, disrupt or compromise the security or integrity of the Service or other customers' data;
• resell, sublicense or provide the Service to third parties except your own Volunteers and users; or
• copy, reverse engineer or create derivative works from the Platform, except as permitted by law.

5.2 You are responsible for the content and accuracy of your Customer Data, for any communications you send to Volunteers or Donors through the Service, for the accuracy of any donation records or disclosure returns you prepare using the Service, and for complying with all laws that apply to your activities (including Electoral Laws and other fundraising rules where relevant).

6. Volunteers, donors, privacy and data protection

6.1 Roles. For Individual Data you collect and manage through Rally, you are the controller / responsible agency and we are your processor / agent. We process that information only to provide the Service and on your reasonable instructions. For information we handle for our own purposes (such as account and billing data), we are the controller. See our Privacy Policy.

6.2 Your obligations as controller. You must:

• have a lawful basis to collect and use the Individual Data you put into Rally, including any required consents for sensitive information (such as dietary, accessibility or political-affiliation data) and for donation information;
• give Volunteers and Donors the privacy information required at the point of collection (a collection notice) and make your own privacy policy available to them - whether you collect that information yourself and enter or import it into Rally, or the individual submits it directly through a page we make available; and
• only collect and process Individual Data in a way that complies with Privacy Laws; and
• comply with Electoral Laws applicable to your acceptance, recording and disclosure of donations, including any rules on permissible donors, donation caps, and disclosure thresholds and deadlines.

6.3 Our commitments as processor. We will:

• process Individual Data only to provide the Service and on your instructions, or as required by law;
• keep it confidential and apply reasonable security measures, and keep each organisation's data logically separated from other organisations' data (see also section 10 of the Privacy Policy);
• use sub-processors (such as our hosting and messaging providers) under appropriate obligations; we maintain a current list of sub-processors and will give notice of material changes to them;
• assist you, so far as reasonably practicable, to respond to Volunteer and Donor privacy requests and to privacy breaches; and
• on the end of your account, return or delete Individual Data as described in section 9, subject to any legal retention requirement.

Except for creating the aggregated and anonymised information described in section 13.2, we do not use Individual Data for our own purposes.

6.4 Data processing agreement. Where the GDPR applies, or where you reasonably require it, a Data Processing Agreement containing the terms required by Article 28 GDPR applies to our processing and prevails over any conflicting term in these terms for that processing.

6.5 Donations and disclosure returns. The Service may help you record donations, manage fundraiser events, and prepare the disclosure returns required under applicable Electoral Laws. As between you and us, you are solely responsible for: deciding whether to accept any donation and complying with any rules on permissible donors, donation caps and other acceptance requirements; the accuracy and completeness of the donation and Donor information you or your users enter into the Service; and reviewing, approving and lodging any disclosure return with the relevant electoral commission by its due date. We do not verify your compliance with Electoral Laws and are not responsible for the accuracy, completeness or timely lodging of any disclosure return.

7. Plans, fees and payment

7.1 The features and limits of each Plan, and the Fees, are set out on our pricing page.

7.2 Unless stated otherwise, paid Plans are billed monthly in advance and renew automatically for successive periods until cancelled. You authorise us (and our payment provider) to charge your payment method for the Fees.

7.3 Fees are payable in full without deduction. You are responsible for applicable taxes (such as GST), except taxes on our income.

7.4 We may change our Fees or Plan structure. For paid Plans, we will give you at least 30 days' notice before a change takes effect; the change applies from your next renewal, and if you do not accept it you may cancel before it takes effect.

7.5 Except where required by law, Fees already paid are non-refundable, including if you downgrade or cancel part-way through a billing period.

7.6 If we introduce functionality allowing Donors or ticket purchasers to pay online through the Service, additional payment-processing terms (including any transaction fees, remittance timing and chargeback handling) will apply and will be made available to you at that time.

8. Free plan

8.1 The Free Plan is provided at no charge and with the features and limits shown on the pricing page. It is provided "as is", and we may change, limit or withdraw it, or close inactive Free accounts, on reasonable notice.

9. Paused plan, downgrades and deletion

9.1 If you move to a Paused Plan, we retain your Customer Data (including historical campaigns, events, Volunteer and Donor records) so your account can be reactivated with its data intact, subject to your continued payment of the Paused Plan Fee. While paused, the features available are as described on the pricing page.

9.2 If you downgrade, features and limits change to those of the new Plan. Data that exceeds a lower Plan's limits may become inaccessible until you upgrade again, but we will not delete it solely because of a downgrade except as described in section 18.

9.3 You can export your Customer Data through the Service while your account is active.

10. Third-party services

10.1 The Service relies on third-party providers (for example hosting, payment, and email/SMS delivery). Your use may be subject to their terms, and their availability is outside our control. Charges for metered add-ons (such as SMS) are additional.

11. Availability and support

11.1 We aim to keep the Service available and will use reasonable efforts to maintain it, but we do not guarantee it will be uninterrupted or error-free. We may carry out maintenance and will try to minimise disruption.

11.2 Support is provided at the level described for your Plan.

12. Suspension

12.1 We may suspend or limit your access if you fail to pay Fees when due, breach these terms, or if we reasonably believe your use poses a security, legal or reputational risk. Where practicable we will give notice and an opportunity to fix the issue first, except in urgent cases.

12.2 Suspension does not delete your Customer Data. While your access is suspended we continue to retain it, and the export rights in section 18.3 still apply. We will restore access once the issue giving rise to the suspension is resolved.

13. Intellectual property

13.1 We own the Platform and all intellectual property in it. These terms grant you a right to use the Service only, not any ownership of it.

13.2 You own your Customer Data. You grant us a non-exclusive licence to host, copy, process and display Customer Data as needed to provide, secure and improve the Service and to meet our legal obligations. We may also create and use aggregated and anonymised information, which does not identify, and cannot reasonably be used to identify, any individual or your Organisation, to analyse, secure and improve the Service. Apart from creating that aggregated and anonymised information, we use Volunteer information only as your processor under section 6, and not for our own purposes.

13.3 If you give us feedback or suggestions, we may use them without restriction or obligation to you.

14. Confidentiality

14.1 Each party may receive confidential information of the other. The recipient will use it only for the purposes of these terms, keep it confidential, and protect it with reasonable care. This does not apply to information that is public (other than through breach), independently developed, or required to be disclosed by law.

15. Warranties and disclaimers

15.1 Each party warrants it has the authority to enter into these terms.

15.2 Except as expressly stated, the Service is provided "as is" and "as available", and we disclaim all other warranties to the extent permitted by law, including implied warranties of fitness for a particular purpose. The Service is a tool to help you manage volunteers, donations and fundraiser events; it is not a substitute for your own legal, privacy, electoral or operational compliance.

15.3 If you acquire the Service for the purposes of a business, you agree that the Consumer Guarantees Act 1993 (NZ) does not apply. Nothing in these terms excludes, restricts or modifies any right or remedy under the Australian Consumer Law or other law that cannot lawfully be excluded. Where our liability for breach of such a non-excludable guarantee can be limited, it is limited (at our option) to re-supplying the Service or paying the cost of having it re-supplied.

16. Liability

16.1 Neither party is liable for indirect or consequential loss, or for loss of profits, revenue, goodwill, or data (other than our obligation to maintain reasonable backups), however arising.

16.2 Subject to section 15.3, each party's total liability under or in connection with these terms in any 12-month period is limited to the Fees you paid in the 12 months before the event giving rise to the liability, or $10, whichever is greater.

16.3 Nothing in this section limits liability that cannot be limited by law, or a party's liability under the indemnity in section 17 or for breach of confidentiality.

17. Indemnity

17.1 You will indemnify us against loss, damage and reasonable costs we suffer arising from your Customer Data, communications you send to Volunteers or Donors, your breach of Privacy Laws, Electoral Laws or these terms, your lack of a lawful basis or consent for information you put into the Service, or your acceptance, recording or disclosure of donations, except to the extent caused by us.

18. Term and termination

18.1 These terms apply while you have an account. You may cancel at any time; for paid Plans, cancellation takes effect at the end of your current billing period and Fees already paid are not refunded (section 7.5).

18.2 Either party may terminate for material breach that is not fixed within 14 days of notice. We may terminate or suspend immediately where required by law or for serious misuse.

18.3 After termination, you may export your Customer Data for 30 days. After that, we will delete or de-identify your Customer Data within a reasonable period, except data we must keep to meet legal, accounting or audit requirements, or backups that are deleted on our ordinary cycle. Paused accounts are governed by section 9.

18.4 Clauses that by their nature should survive (including 13, 14, 15, 16, 17 and 20) survive termination.

19. Changes to these terms

19.1 We may update these terms. For material changes to paid Plans we will give reasonable notice (for example by email or in-product). Continuing to use the Service after changes take effect means you accept them; if you do not accept, you may cancel.

20. Governing law and disputes

20.1 These terms are governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

20.2 Escalation. If a dispute arises out of or in connection with these terms, the party raising it will give the other written notice describing the dispute, and the parties' senior representatives will try in good faith to resolve it by discussion within 10 working days of that notice.

20.3 Mediation. If the dispute is not resolved within that period, the parties will refer it to mediation before starting court proceedings. The mediation will be conducted by a single mediator agreed by the parties or, failing agreement, appointed by NZDRC under that body's standard mediation rules. Each party bears its own costs and the parties share the mediator's fees equally, and the mediation is confidential.

20.4 Court proceedings. A party may start court proceedings only once the dispute has not been resolved within 30 working days after referral to mediation, or if the other party fails to participate in the mediation. Nothing in this section prevents a party from seeking urgent interim or injunctive relief from a court, or from recovering undisputed Fees that are overdue.

21. General

21.1 Assignment. You may not assign these terms without our consent. We may assign them to an affiliate or in connection with a sale of our business.

21.2 Notices. We may give notice by email or through the Service; you may contact us as set out below.

21.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

21.4 Entire agreement. These terms, the Privacy Policy, any DPA, and your Plan details are the entire agreement between us and replace any prior understanding.

21.5 Severability and waiver. If any part is unenforceable, the rest continues in effect. A failure to enforce a term is not a waiver of it.

22. Contact

Rally VMS Limited
Email: [email protected] / [email protected]