Effective 22 September 2026

Refund and cancellation policy

Applies to all subscriptions and services purchased from MarkR Management Inc., trading as Termsroom.

1. Scope

This Policy forms part of, and is incorporated into, the Termsroom Subscription Agreement (the Agreement). Capitalised terms not defined here have the meaning given in the Agreement. Where this Policy and an executed order form or negotiated agreement conflict, that document prevails.

Subscriptions are sold through Paddle, which acts as merchant of record. Paddle takes the payment, issues the invoice, and calculates, collects and remits sales tax. Termsroom decides whether a refund is due under this Policy; Paddle then issues it.

Termsroom is supplied to organisations for business purposes. Section 10 sets out the additional rights that apply where mandatory consumer legislation applies to you notwithstanding that intended use.

2. Thirty day evaluation refund

You may request a full refund of the subscription fee for your first subscription term if both of the following are true:

1. Termsroom receives your written request within thirty days of the subscription start date stated on your order form; and
2. as at the date of the request, your account has not been used for a live negotiation. For the purposes of this Policy, an account has been used for a live negotiation once any of the following has occurred: a participant who is not a member of your organisation has been admitted to a room; a sitting has been opened or a session record created; an order of business has been issued to a counterparty; or a request has been sent to or received from a counterparty.

This test is applied to your account as a whole and not to any individual negotiation. If any negotiation on your account has been used as described above, the refund under this section is not available, regardless of the status of any other negotiation on the account.

This refund is available once per customer and applies only to the initial subscription term, not to renewal terms.

Amounts payable for one time or professional services that have already been delivered are not refundable under this section and will be deducted from any refund. See section 5.

3. Refund where Termsroom fails a service commitment

If Termsroom materially fails to meet a commitment expressly stated in the Agreement or an applicable service level schedule, and does not remedy that failure within thirty days of receiving your written notice describing it, you may terminate the affected subscription by written notice and Termsroom will refund the pro rata portion of prepaid fees for the unused remainder of the then current term, calculated from the effective date of termination.

Except where section 9 applies, the remedy in this section is your sole and exclusive financial remedy for a failure to meet a service commitment.

4. When refunds are not available

Outside sections 2, 3 and 9, subscription fees are non refundable, and no refund or credit is provided for:

1. cancellation part way through a term. Cancellation stops the next renewal; it does not shorten or refund the current term;
2. unused capacity, unused concurrent negotiations, unused rooms, or periods of non use;
3. a downgrade to a lower tier. Downgrades take effect at the start of the next renewal term;
4. suspension or termination by Termsroom for your material breach of the Agreement or the Acceptable Use Policy, or for non payment;
5. a negotiation that concludes, settles, collapses, is withdrawn, or is resolved earlier than you anticipated;
6. a counterparty declining to participate, disengaging, responding slowly, or refusing to accept Termsroom participant terms. Counterparties pay nothing, are not Termsroom customers and owe Termsroom no obligation. Whether the organisation you are negotiating with adopts a tool you have selected is a matter between you and them;
7. your inability to obtain internal approval, security sign off, procurement approval or budget for continued use, where Termsroom has supplied the information reasonably requested to support that review;
8. loss of access to, failure of, or your withdrawal of, a storage location or third party system you have connected to Termsroom; or
9. any failure to the extent caused by your systems, your configuration, your instructions, or a third party service you have directed Termsroom to connect to.

5. One time and professional services

1. Sitting setup. Refundable in full if cancelled more than five business days before the scheduled sitting. Non refundable within five business days of the sitting, or once the setup has been delivered.
2. Connector feasibility assessment. Non refundable once the assessment has been delivered. Where you proceed to a connector build, the fee is credited against the build price as stated on your order form.
3. Connector build. Non refundable once build work has commenced. If Termsroom notifies you that a connector assessed as feasible cannot in fact be delivered, Termsroom will refund all connector build fees paid for that connector.
4. Connector maintenance. Follows the subscription refund rules in sections 2 to 4.

6. Renewal, renewal notice, and the renewal refund window

Subscriptions renew automatically for successive twelve month terms unless either party gives written notice of non renewal at least thirty days before the end of the then current term.

Termsroom will send a renewal notice to your billing contact and, where applicable, your named renewal contact, at least forty five days before each renewal date, stating the renewal date, the amount that will be charged, any price change, and how to cancel.

If Termsroom does not send that notice, you may cancel the renewed term within thirty days of the renewal charge and receive a full refund of that charge.

A price increase takes effect only if notified in that renewal notice. If you do not accept a price increase, you may give notice of non renewal at any time up to the renewal date.

7. How to request a refund

Send a written request to billing@termsroom.com stating your organisation, order form reference, the section of this Policy you are relying on, and the circumstances. Termsroom will acknowledge within two business days and give a written decision within ten business days.

Approved refunds are issued by Paddle, as merchant of record, to the original payment method within fifteen days of approval, in the currency in which the payment was made. Neither Termsroom nor Paddle is responsible for exchange rate movement, or for fees charged by your bank or card issuer.

Sales tax on a refunded amount is remitted and credited by Paddle, and is refunded only to the extent Paddle is able to recover or credit it under applicable tax rules. Amounts withheld at source by you are not refundable by Termsroom.

8. Payment disputes and chargebacks

If you believe a charge is incorrect, contact billing@termsroom.com before initiating a chargeback or payment dispute. Termsroom will work with you in good faith to resolve it. Because Paddle is the merchant of record, a chargeback or payment dispute is handled through Paddle and is decided under Paddle’s process and the rules of your card scheme or payment provider. Termsroom may suspend an account that is subject to an unresolved chargeback until the dispute is resolved.

9. Paddle’s own policy, and how to cancel

Two routes, not one. Because Paddle is the merchant of record, Paddle operates a refund policy of its own under its Buyer Terms, and you may use it whatever this Policy says. Requests can be made from the Paddle customer portal, from the support link on the receipt Paddle emailed you, or at paddle.net. Paddle’s policies are published at paddle.com/legal/buyer-terms and paddle.com/legal/refund-policy.

Where the two differ, you get the better of them. Paddle exercises a discretionary refund window of 14 days from purchase. The thirty day evaluation refund in section 2 of this Policy is longer, and it is a commitment rather than a discretion. Where this Policy, Paddle’s policy and any mandatory legal right you hold differ, the one most favourable to you applies. Nothing here reduces a right you have against Paddle, and nothing in Paddle’s policy reduces a commitment Termsroom has made to you.

How to cancel. Cancel from the Paddle customer portal, reached from the link on any receipt Paddle sent you, or write to billing@termsroom.com and Termsroom will cancel it for you. No notice period applies and no cancellation fee is charged.

What cancelling does, and what it does not. A cancellation stops the next renewal. It takes effect at the end of the term you have already paid for, and your subscription runs normally until then. Cancelling does not on its own entitle you to a refund of the current term; sections 2, 3 and 6 set out when a refund is due. Nothing is deleted, closed or made unreadable when a subscription ends: negotiations already open stay open, the record stays readable, and your documents were never in Termsroom’s custody to begin with. What ends is the ability to start a new negotiation as the subscribing party. Section 7 of the privacy notice sets out how long each category of data is kept after an account is closed.

10. Mandatory rights that this Policy does not affect

General. Nothing in this Policy excludes, restricts or modifies any right, guarantee, warranty or remedy that applies to you under legislation and cannot lawfully be excluded, restricted or modified. Where such a right applies, this Policy applies to the maximum extent permitted alongside it.

Australia. Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For a major failure with the service, you are entitled to cancel your service contract with us and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract. Where the Australian Consumer Law permits us to do so, our liability for failure to comply with a guarantee is limited to resupplying the services or paying the cost of having the services resupplied.

European Union and United Kingdom consumers. If you are a consumer in the EU or UK, meaning you are an individual purchasing wholly or mainly outside your trade, business, craft or profession, you have a right to withdraw from this contract within 14 days without giving a reason. Because Termsroom is a digital service supplied immediately, you lose that right once performance has begun with your prior express consent and your acknowledgement that you will lose it.

British Columbia. If you are a consumer within the meaning of the Business Practices and Consumer Protection Act (S.B.C. 2004, c. 2), your cancellation and refund rights under Part 4 of that Act, including sections 46 to 50, apply in addition to this Policy.

New Zealand. Where you acquire the services for the purposes of a business, you and Termsroom agree that the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply, and that it is fair and reasonable that they do not apply.

11. Changes to this Policy

Termsroom may amend this Policy. The version in effect on the start date of your then current term governs that term. Amendments apply to you from the start of your next renewal term, and Termsroom will notify you of any material change in the renewal notice under section 6.