1. Eligibility
You warrant your access to and use of the Taly Services is wholly or predominantly for business purposes (not personal, domestic or household). You also warrant you have authority to bind the company, organisation, association or agency on whose behalf you use the Taly Services.
2. Accessing the Taly Services
2.1 Right to use. Subject to these Terms and your current Subscription Plan, we grant you a non-exclusive, limited, revocable, non-assignable and non-sublicensable right to access and use the Taly Services and related Documentation for their intended purpose. No other IP rights are granted.
2.2 System Requirements. You must meet the minimum system specifications published on the Platform (as updated) (System Requirements). You release and indemnify us for claims arising from your failure to meet System Requirements.
2.3 Third-Party Programs. Some functionality may include or be accompanied by third-party software (including open-source) (Third-Party Programs). Applicable terms will be made available; by using the Taly Services you accept those terms.
2.4 Third-Party Components. If you connect third-party integrations or components (Third-Party Components), you are solely responsible for them. Where enabled, you authorise us to allow the provider access to your Data as required for interoperation. We are not responsible for any disclosure, modification or deletion of Data by those providers.
2.5 Documentation. You must use the Taly Services in accordance with the Documentation. You may copy Documentation only for internal use with the Taly Services.
3. Support, maintenance and enhancements
3.1 No obligation (unless agreed). Unless expressly agreed in writing or referenced here, we are not obliged to provide installation, support, maintenance or updates, upgrades or new releases (each an Enhancement). If offered, you may need to sign a separate Services Agreement.
3.2 Automatic checks. The Platform may automatically check for Enhancements via your internet connection.
3.3 Technical support. We may provide reasonable support to you and your Users and will aim to respond within a reasonable time via the contact methods listed on the Platform.
3.4 Defects. Please report Defects promptly. We prioritise remediation at our discretion based on user impact. We are not required to modify the Taly Services to suit preferences that are not Defects.
3.5 Modifications. We may suspend, add to, modify or remove any part of the Taly Services (including plan features) at any time. Where practicable, we’ll use reasonable endeavours to provide an equivalent.
4. Using the Taly Services
4.1 Subscription Plans. We offer different plans—details (including permitted Users and features) are on the Platform and may change. You may change plans subject to any charges and fee differences (pro-rated where applicable).
4.2 Registration. Access may require registration. You must provide accurate, current information and update it when it changes. We may require approval or additional due diligence. Registration is non-transferable; you’re responsible for all activity under your account (including by Users). Keep credentials secure and notify us of any unauthorised use.
4.3 Users. Limit access to your Personnel and others you authorise (each a User). Ensure Users comply with these Terms; we may require Users to accept a click-wrap.
4.4 Restrictions. You must not (and must not allow others to):
- Copy, record, replicate, translate, reverse engineer, decompile or disassemble the Taly Services;
- Attempt to derive source/object code, ideas or algorithms;
- Use unlawfully or in a way we reasonably consider inappropriate;
- Infringe laws, third-party rights or our policies;
- Circumvent fees or billing;
- Post false, misleading, defamatory or offensive material;
- Interfere with other users’ access;
- Upload/distribute materials protected by IP/confidentiality/privacy without authority;
- Remove proprietary notices; or
- Modify/enhance the Taly Services except as expressly enabled or agreed.
We may remove or refuse to display inappropriate content. You indemnify us from claims arising from actions we take under this clause.
4.5 Compliance with law. You are responsible for ensuring your and all Users’ use complies with applicable laws.
5. Your responsibilities
You will (a) cooperate and make available information and Personnel reasonably required; (b) procure and maintain networks, systems and connectivity for access; and (c) back up your data. While we apply reasonable safeguards, we do not guarantee against data loss.
6. Security and integrity
Do not violate the security of the Taly Services (e.g., unauthorised access attempts, scraping, probing, bypassing controls, disrupting networks, introducing malware). We may suspend/terminate access and notify law enforcement where appropriate.
7. Fees and payment
Access to some or all Taly Services requires payment of Fees. Free or educational trials may delete upon expiry unless a paid plan is selected. Fees are payable in advance, at the rates and in the manner specified on the Platform. Different rates may apply to different plans; additional charges may apply for plan changes or extra Users. We may change Fees under clause 19.4. Unless stated otherwise, Fees are inclusive of GST and other applicable Taxes. You agree to pay all Taxes arising from your use of the Taly Services.
8. Refunds
To the maximum extent permitted by law, Fees are non-refundable except as expressly provided or required by law. We may offer refunds at our discretion in extenuating circumstances.
9. Confidential Information
Each party must protect the other’s Confidential Information, use it only for these Terms, and not disclose it except to Personnel under obligations of confidence or where legally required (with notice where lawful). On request or termination, return or destroy Confidential Information. Unauthorised use/disclosure may cause irreparable harm; equitable relief may be sought.
10. Privacy
We handle personal information in accordance with the Privacy Act 1988 (Cth) and our privacy policy (URL: [insert]). We won’t disclose your or your Users’ personal information to third parties without consent unless required by law.
11. Your Data
11.1 Uploading Data. You retain rights in your Data. By uploading Data you authorise us to process it and generate related information as contemplated by these Terms.
11.2 Your obligations. You are responsible for ensuring Data: complies with law and these Terms; is not harmful/offensive/unlawful; is accurate and current; does not infringe IP/confidentiality/privacy; and that you/Users have rights to use it and to permit our use as contemplated.
11.3 No liability for Data. You are solely responsible for Data. We are not responsible for Data posted or actions reasonably taken in reliance on it. You indemnify us from claims relating to Data.
12. Intellectual Property Rights
12.1 Our IP. The Taly Services and Documentation, including all Intellectual Property Rights, are owned by us or our licensors. Except as expressly provided, no rights are granted; all rights are reserved.
12.2 New products. We may develop new or different applications/enhancements using portions of the Taly Services. Unless included in your plan, you obtain no rights in those developments.
12.3 Your Data licence. You grant us a perpetual, non-exclusive, assignable, worldwide, royalty-free licence (with sub-licensing rights) to use, store, reproduce, adapt, communicate, publish, display and distribute Data as necessary to operate the Taly Services and as permitted by these Terms.
12.4 Aggregated Data. We may de-identify or aggregate Data so it cannot reasonably identify you, Users or individuals (Aggregated Data). We may use/disclose Aggregated Data for any purpose (including commercial, marketing, research and promotional uses) and will not attempt to re-identify it.
13. Reliance on the Taly Services
13.1 Our responsibilities. We will provide the Taly Services with reasonable care and skill and comply with applicable laws. We warrant we can grant the rights set out in these Terms and the Taly Services do not intentionally infringe third-party IP.
13.2 Generated Information. Outputs, reports, forecasts, recommendations or other results (Generated Information) may depend on third-party sources and variables beyond our control. Generated Information is for information only and is not professional, financial, compliance or legal advice; it is intended to assist, not replace, expert judgment. You must verify before relying.
14. Warranties; no other warranties
Except as expressly stated, the Taly Services are provided “as is” and “as available”. To the maximum extent permitted by law, all other warranties, conditions and representations are excluded (including merchantability, fitness for purpose, uninterrupted or error-free operation, or freedom from viruses/defects).
15. Release and indemnity
You release and indemnify us and our Personnel from claims arising out of: (a) your/Users’ use of the Taly Services; (b) your/Users’ breach of these Terms, law or third-party rights; or (c) third-party claims connected with your Data or use.
16. Exclusion and limitation of liability
16.1 No advice. The Taly Services and account information do not constitute advice. Obtain professional advice where appropriate.
16.2 Exclusion. To the maximum extent permitted by law, we exclude all liability (contract, tort, statute or otherwise) for any claims (including Consequential Loss) arising out of or in connection with these Terms or the Taly Services, even if foreseeable.
16.3 Limitation. If an exclusion/limitation is ineffective, our liability is limited (at our option) to resupplying the services or paying the cost of resupply, to the extent permitted by law.
16.4 Cap. Our aggregate liability (including that of our Personnel) is capped at the total Fees you paid in the 12 months preceding the event giving rise to the claim.
17. Force majeure
Neither party is responsible for delay/failure due to events beyond reasonable control. Each will use reasonable efforts to mitigate.
18. Termination and suspension
18.1 Suspension. We may suspend access where we reasonably suspect a breach.
18.2 Your termination. Subscriptions auto-renew unless cancelled before renewal. You may cancel via the Platform or another method we specify.
18.3 Termination for cause. We may terminate immediately by notice if: (a) you breach these Terms and fail to remedy within 15 days of notice (or the breach is incapable of remedy); (b) you become subject to insolvency administration; or (c) you cease or threaten to cease business.
18.4 Effect. On termination, you and Users must cease use. Fees paid are non-refundable except as stated. We may, at our discretion, offer a limited export window; we do not warrant Data availability after termination. Clauses intended to survive do so.
19. General
19.1 Relationship. Independent contractors; no partnership, agency, fiduciary or employment relationship.
19.2 Notices. Notices must be in English and in writing; deemed received: on personal delivery; 3 business days after domestic post; 5 business days after international post; or on email send without delivery failure. Notices to Taly: [support@taly.com] (or as updated on the Platform). “Business day” means a day other than Saturday, Sunday or public holiday in South Australia.
19.3 Entire agreement. These Terms (and any Services Agreement) are the entire agreement and supersede prior communications.
19.4 Variations. We may amend by posting or emailing Amended Terms. You have 30 days to accept or reject. If you don’t accept, you may terminate during that period at no additional cost. Continued use after that period = acceptance.
19.5 Exclusion of implied terms. To the extent permitted by law, all implied terms are excluded except as expressly provided.
19.6 Severability. Invalid provisions are read down or severed; the remainder continues.
19.7 Waiver. Failure/delay to exercise a right is not a waiver.
19.8 Subcontracting. We may subcontract performance without consent.
19.9 Assignment. You must not assign without consent. We may assign to an affiliate or in connection with a merger, acquisition, reorganisation or sale of substantially all assets.
19.10 Rights cumulative. Rights are cumulative and in addition to those at law/equity.
19.11 Governing law. South Australian law; exclusive jurisdiction of SA courts.
20. Rules of interpretation
Headings are for convenience; singular includes plural and vice-versa; “including” is not limiting; defined terms include grammatical variants; references to persons include all entities; party references include successors and permitted assigns; a reference to a thing includes part of it.