Terms and Conditions - TALYBusiness

Definitions

All Capitalised words in this Terms and Conditions are defined in the following definitions, or where explicitly defined individually in each section.

Access

Refers to the ability to login into the system.

Account

Refers to the User account that is created in order to access the TALYBusiness Service. It may also refer to a billable Account that the Account Holder is liable for when referred to in context of payment.

Account Holder

Refers to the person or entity that is the owner of the Account, or in the case of multiple persons or entities, the person/s or entity/s that has ultimate authority.

Confidential Information

Refers to and includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service.

Data

Refers to any data entered and/or generated by You for yourself or on another’s behalf into the Website. It also refers to any data that is displayed, kept or stored by the Service or Website.

TALYBusiness

Refers to the Service.

Service

Refers to the online invoicing and business management system and services available via the Website.

Subscriber

Refers to the person or entity who registers to use the Service, and where applicable the entity on whose behalf that person or entity registers to use the Service.

Subscription Fee

Refers to the monthly fee (excluding any taxes) payable by You in accordance with the billing and prices as set out on the Website (which TALY Data may change from time to time).

TALY Data

Refers to the Hong Kong registered company that owns and operates Taly Online and TALYBusiness.

Terms

Refers to the Terms and Conditions as outlined in this page.

User

Refers to the person or entity who registers to use the Service, and, where applicable, the person or entity on whose behalf that person or entity registers to use the Service, and also refers to any person or entity, other than the Subscriber or Account Holder, that uses the Service that is registered to the Subscriber or Account Holder.

Website

Refers to the domains taly.net and TALYBusiness.com and its pages.

You

Refers to the Subscriber, Account Holder, or User that utilises the Service.

ACCEPTANCE

By accessing, registering, and/or using this Website and/or Service, You acknowledge that You have read, understood, and agreed to the Terms and Conditions as set out on this page, and where You are accessing, registering, and/or using this Website and/or Service to use the Website and/or Service on behalf of another person or entity, You have the authority to agree to these Terms and Conditions on behalf of that person or entity and agree that by accessing, registering, and/or using this Website and/or Service, You bind the person or entity on whose behalf You act on, without limiting Your own personal agreement under these Terms and Conditions.

These Terms and Conditions are binding on any use of the TALYBusiness Service and apply to You from the time that You access the TALYBusiness Website and/or Service. You may not assign or transfer any rights to any other person w ithout prior written consent from TALY Data.

The Terms and Conditions presented are subject to change over time. TALY Data reserves the right to change these Terms and Conditions at any time, effective upon the updating of the modified terms. You agree that You are obligated to ensure that You have read and understood the Terms available on the Website. You also agree that any changes in the Terms will immediately be binding to You.

RIGHT OF USE: USE OF SOFTWARE

TALY Data grants You the right to access and use the Service via the Website for the duration as stipulated in accordance to the Account created under your purchased subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Terms and Conditions. You furthermore acknowledge and agree that:

The Subscriber and/or Account Holder is responsible for all User activity and use of the Service.

The Subscriber and/or Account Holder is responsible for creating, deleting, modifying, and controlling each User’s level of access to the relevant organisation and Service, on their Account, at all times.

The Subscriber and/or Account Holder is responsible for creating, deleting, modifying, and controlling access to each Company on their Account, at all times.

The Subscriber and/or Account Holder is responsible for all third party activity that occurs on their Accounts, in the event that the Subscriber and/or Account Holder engages a third party.

You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and Conditions and any notice or condition sent by TALY Data or posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others, You will however must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Terms and Conditions that apply to You.

ACCESS CONDITIONS

You agree that You are solely responsible for, and must ensure that all usernames and passwords required to access the Service are kept secure and confidential, and that each User belonging to Your Account is Authorised to use the Data, Service, and Website made available to You. In the event that You are unsure of, or become aware of, any unauthorised use of Your passwords or any other breach of security, You must immediately notify TALY Data with your Account details to reset Your password, and You must take all other actions that TALY Data reasonably deems necessary to maintain or improve the security of Service’s computer systems and networks and Your access to the Services.

You also agree when accessing and using the Services, that You must:

not attempt to undermine the security or integrity of the TALYBusiness computer systems or networks or, where the Services are hosted by a third party, that third party’s computer systems and networks.

not use, or misuse, the Services in any way which may damage or disrupt the functionality of the Services or Website, or other systems used to deliver the Services, or, damage or disrupt the ability of any other user to use the Services or Website.

not attempt to gain unauthorised access to any materials or functionality other than those to which You have been given express permission to access, or to the computer system on which the Services are hosted.

not transmit, input, or upload into the Website any content, material, or file that is illegal or offensive, or may damage or cause harm, to any person, entity, computer devices or software, including, but limited to, Data or material protected by copyright or trade secrets which You do not have the right to use.

not attempt to adapt, copy, decompile, modify, reproduce or reverse engineer any computer programs, data, or functionality used to deliver the Services or to operate the Website.

VERSION/SUBSCRIPTION TYPE

You will be granted access to all features and functionality as set out in accordance to Your chosen version of the Service as indicated on the Tax invoice for the month the invoice was paid for, subject to no outstanding amounts on Your Account. All Accounts will be allowed to upgrade and downgrade their version/subscription type, subject to the following:

Account upgrades are allowed to upgrade at any time for any month and upgrades will be billed as per the difference in the amount between Your current Service and the upgrade Service, as set out in the Service price.

Account downgrades are only allowed to be chosen at the end of the month when a Pro-forma is generated, furthermore downgrades can only be chosen to apply for the month after the current month.

Previous months that have been invoiced for cannot be downgraded.

You will not be allowed to skip months for usage.

You will not be allowed to use the system for the non-paid months and all months after that.

Users will be allowed to use the system for previous months that were paid for.

In the event the User does not use the Service for some period of time and then decides to resume at a later date, the User will be required to back pay any skipped or missing months.

PAYMENT

A Pro-forma invoice will be issued for payment approximately one week before the end of the current month, for the next month. The Pro-forma invoice will contain the base Subscription fee and all other additional User access and Companies fees that the Account has engaged with in the current month. All Tax invoices will be sent to You, or to a designated Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 10 days of the invoice date. You are responsible for payment of all taxes and duties. All left over amounts due to over-payment for invoiced amounts will be treated as a deposit, hereafter called a “Deposit”, for the next invoice, no change will be returned or refunded. In the event that You elect not to renew your monthly subscription, Your Account will be marked as inactive and You will only be allowed to view information on Your paid months. You will still be liable to pay for any outstanding balance should You cease to use the Service.

Billing cycle

Billing is done a monthly basis. You may elect to pay in advance for future months, however such payment will be treated as a Deposit, and will not be recognised as formal payment for invoices for future months until a future invoice is due. Should a Deposit exist on Your account, and the Deposit amount is enough, a Tax invoice will automatically be generated at the end of the current month for the next month, otherwise you will be required to pay the difference between the pro-forma amount minus the Deposit amount. Deposits will not be returned or refunded under any circumstances unless instructed by the court of Law.

Refund

Billing is done a monthly basis. You may elect to pay in advance for future months, however such payment will be treated as a Deposit, and will not be recognised as formal payment for invoices for future months until a future invoice is due. Should a Deposit exist on Your account, and the Deposit amount is enough, a Tax invoice will automatically be generated at the end of the current month for the next month, otherwise you will be required to pay the difference between the pro-forma amount minus the Deposit amount. Deposits will not be returned or refunded under any circumstances unless instructed by the court of Law.

TALYBusiness SERVICE

The TALYBusiness Service is presented as is and does not make assurances or warranty, implied or otherwise, that the Service will meet Your requirements, be uninterrupted, complete, timely, secure, or error free. It is Your sole responsibility to determine that the Services meets Your needs and is suitable for Your use. You are solely responsible to ensure that You comply with all applicable laws when using the Service. It is also Your responsibility to check that You have correct access to Your Data when using the Service, and should such access not be available, You are responsible to alert TALY Data and its staff to rectify the problem. You agree and understand that TALY Data and its staff are, including but not limited to, not Your accountant, analyst, business advisor, salesman, or representative, and will not process or operate any function or feature in the Service at Your request or on Your behalf. TALY Data and its staff will furthermore not be obligated or required to provide advice, opinion, or consultation to You on using the Service.

COMMUNICATION

You will only contact TALY Data through communication channels or contact details available through the Website, such as email addresses and phone numbers. You agree to only do so for lawful and legitimate purposes. You must not use any such communication channels or contact detail for communicating or distributing any material unrelated to the use of the Service, including, but not limited to, marketing or offers of goods or services for sale, unsolicited email, files that may harm or cause damage to any person’s computer devices or software, content that may be deemed offensive, or material in violation of any Law, including material that is protected by Copyright or Intellectual Property which You do not have the right to use. When You communicate with TALY Data or any of its staff, You represent that You are authorised to make such communication. TALY Data is under no obligation to ensure and verify that such communication is legitimate. TALY Data reserves the right to change or remove any communication channel or address at any time at its sole discretion without notification.

TECHNICAL SUPPORT

Before contacting technical support, You must make all reasonable efforts to identify and resolve problems You encounter. Technical support will only be provided in accordance to the features, functions, and data that is available to the Version or Subscription Type that Your Account is currently billed on. Technical support will only be provided to Accounts which are not in breach of the Terms and Conditions. Technical support will not be provided for problems that do not directly come from the Service, even though they may be related, such as, but not limited to, printing problems, direct emailing from TALYBusiness, and web browser compatibility. TALYBusiness technical support will only be available between 08:00-17:00 on Monday to Friday and 08:00-12:00 on Saturday, South African time (UTC +2), excluding public holidays. TALYBusiness technical support will only be reachable as prescribed in the Communication section of the Terms and Conditions. On occasion, technical support may be unavailable due to maintenance, unforeseen reasons, or external factors.

BREACH

In the event that:

You have any outstanding amount on Your Account, or,

You have not done payment for any invoice that is due, or,

You have a dispute that is billing, or payment, or Service related, or,

You do not agree to the Terms and Conditions,

You agree that Your agreement to the Terms and Conditions will be terminated, all Rights and privileges given to You from these Terms and Conditions are revoked, and Your use of the Services and the Website will be suspend and terminated. Furthermore Your access to any and all Data will also be suspended and terminated, with no obligation from TALY Data to provide you a copy of the aforementioned Data. All aforementioned suspension and termination will also apply to any and all third party people or entities that utilize the Service on Your Account. You also acknowledge and agree that You may not hold TALY Data responsible and/or liable, directly or indirectly, for any damages, loss, or suffering, that may be incurred should such suspension or permanent termination occur. Upon the resolution of the aforementioned events, all relevant Access and Service will be reinstated and Your agreement to the Terms and Conditions will resume.

DATA

You agree that all Data entered and stored belong to the User or rightful Copyright and Intellectual Property owner. You furthermore also agree that Your rights of access to the Data is subject to full payment of the TALYBusiness Subscription Fee, and full settlement of any outstanding amount owed by You. You grant TALY Data the unconditional right to back-up, copy, transmit, store, and use Your Data and information, where it is deemed necessary by TALY Data, in order to enable You to access and use the Service, and for any other purpose related to the Service. All Data stored by TALY Data will only be made available to You through mechanisms provided on the Service. Copies of your Data may be made available for You to download, however such Data will only be provided in a file format determined by TALY Data. In the event that You choose to delete a company, all Data pertaining to that company will also be deleted and will not be available for You to retrieve.

Data Backup

You must maintain copies of all Data entered into the Service. TALY Data adheres to industry standards and best practices to prevent data loss, however TALY Data does not make any assurances or guarantees that there will be no loss of Data kept by TALY Data, and therefore You agree that TALY Data cannot be held liable for any loss of Data no matter what circumstances or how it was caused.

Data Restore

Restoring Data pertaining to Your Account will only be done so in the event that Data kept by TALY Data for your Account has been rendered corrupt, invalid, or unusable, due to technical faults experienced by the Service. Data will not be restored for any other reason, which includes, but is not limited to, mistakes and errors by Users, incomplete or incorrect Data entered into the Service, or incomplete or corrupt data due to transmission. Standard charges apply.

INDEMNITY

You indemnify TALY Data and its staff against all direct, indirect, special, or consequential, claims, costs, damages, demands, liability, and loss, of any kind, arising from Your breach of any of these Terms and Conditions, Your use of the Service, or from Your action or negligence. The information and calculations presented on the Service are as accurate as possible, but it is Your responsibility to verify that the calculations are correct and comply with any and all statutory requirements.

SERVICE AVAILABILITY

TALY Data aims to ensure that the Services be available 24 hours a day, seven days a week, however we cannot guarantee this, as it is possible that on occasion the Services or Website may be unavailable due to unforeseen reasons, external factors, or to allow for maintenance to take place.