Terms and Conditions
Version 0.1-draft · Terms · Privacy · Data Processing Agreement
1. About these terms and who we are
1.1 These terms apply to your use of Tallyback, an online service for collecting and reconciling supplier statements.
1.2 Tallyback is provided by [Company name] Limited, a company registered in England and Wales (company number [number]), registered office [address], VAT number [number] ("we", "us", "our"). You can contact us at hello@tallyback.co.uk.
1.3 Tallyback is for business use only. By ticking the box at sign-up, you confirm that you are entering into these terms for a business, and that you have authority to bind that business ("you", "the Customer").
1.4 These terms, the Data Processing Agreement and our Privacy Policy form the whole agreement between us. If they conflict on data protection, the Data Processing Agreement wins.
2. Definitions
| Term | Meaning |
|---|---|
| Service | The Tallyback software, website, emails and upload pages we provide. |
| Account | Your login and the company or companies set up under it. |
| Customer Data | Everything you or your suppliers put into the Service: daybooks, supplier lists, statements, invoices, emails and settings. |
| Supplier | A business you buy from, whose details are in your Customer Data. |
| Active Supplier | A Supplier with at least one transaction on your daybook in the month being processed. |
| Plan | The subscription level you choose, which sets the monthly fee and the number of Active Suppliers allowed. |
| Trial | The free 7-day period starting when you sign up. |
| Data Processing Agreement | Our agreement covering how we process personal data on your behalf, which forms part of these terms. |
3. The service, free trial and accounts
3.1 What we provide. The Service lets you:
- upload or connect your purchase daybook and supplier list;
- send statement requests, copy-invoice requests and reminders to Suppliers, from a Tallyback email address on your behalf;
- receive statements and invoices from Suppliers by email or upload link;
- reconcile statements to your daybook and see differences, missing invoices and suggested corrections;
- check that regular overhead invoices have arrived;
- have copy invoices emailed to your bookkeeping or accounts inbox; and
- download reports.
3.2 Free trial. Your first 7 days are free. No payment is taken during the Trial. At the end of the Trial you must choose a Plan to keep using the Service. If you don't, we will pause your Account and keep your Customer Data for [30] days so you can subscribe or download it, then delete it.
3.3 Your account. You must give accurate details, keep your password secure and not share logins. Each person using the Service should have their own login. You are responsible for everything done under your Account. Tell us straight away if you think someone else has used it.
3.4 Accountancy practices. If you add client companies to your Account, you confirm that each client has authorised you to use the Service for it, and these terms apply to your use for each client.
4. Plans, supplier limits, fees, VAT and payment
4.1 Plans. Our current Plans are:
| Plan | Active Suppliers per month | Fee per month (before VAT) |
|---|---|---|
| Standard | up to 200 | £30 |
| Plus | up to 500 | £50 |
| Pro | up to 1,000 | £100 |
For more than 1,000 Active Suppliers, contact us for a price.
4.2 Supplier limit. The limit counts Active Suppliers for the month being processed, not every Supplier on your list. If a month goes over your Plan's limit, the Service will not start processing that month or send new requests until you upgrade. Months already processed stay available to view and download.
4.3 Upgrading and downgrading. You can upgrade at any time; the new fee applies from [the next monthly invoice / the date of upgrade, pro rata]. You can downgrade from the next monthly billing date.
4.4 VAT. All fees are shown before VAT. VAT is added at the current rate and shown on your invoice.
4.5 Invoices and payment. We invoice monthly in advance and send a VAT invoice for each payment. Payment is by direct debit or card, collected on or after the invoice date. You authorise us (and our payment provider) to collect each monthly fee until you cancel.
4.6 Failed payments. If a payment fails, we will tell you and try again. If it is still unpaid 14 days after the due date, we may pause the Service in the same way as in 4.2 until it is paid. We may charge interest on late payments under the Late Payment of Commercial Debts (Interest) Act 1998.
4.7 Price changes. We may change our fees by giving you at least [30] days' notice by email. If you don't agree, you can cancel before the change takes effect.
4.8 No refunds. Fees already paid are not refunded, except where the law requires or these terms say otherwise.
5. Your responsibilities and acceptable use
5.1 Emails on your behalf. You authorise us to send emails to your Suppliers in your business's name (for example "[Your company] via Tallyback") asking for statements and copy invoices, and to receive their replies. You are responsible for:
- the Supplier details you give us being accurate and up to date;
- having a lawful basis to contact your Suppliers in this way; and
- the settings you choose, including whether emails are sent automatically.
5.2 Your data. You confirm you have the right to upload the Customer Data and to let us process it as these terms describe.
5.3 Acceptable use. You must not:
- use the Service to send marketing, spam or anything unlawful, misleading or offensive;
- contact anyone who is not a genuine Supplier of your business;
- upload malware or try to break, overload or get around the security of the Service;
- try to access another customer's data;
- copy, resell or reverse-engineer the Service, or use it to build a competing product; or
- use the Service in a way that breaks any law, including data protection law.
5.4 We may suspend emails or access straight away if we reasonably believe you have broken 5.3, or if a Supplier complains of misuse. We will tell you why.
6. What the service is, and is not
6.1 A tool, not advice. Tallyback helps you collect and compare documents. It does not provide accounting, tax, audit or legal advice, and it does not replace your own review.
6.2 You check the results. Matches, differences, suggested corrections and "likely cause" notes are produced automatically and may be wrong or incomplete. You must check them before posting entries, paying Suppliers or relying on them for accounts or tax returns. We do not post anything to your accounting system.
6.3 AI reading. Scanned and photographed statements and invoices may be read using artificial intelligence provided by a third party. AI can misread figures or references. Where the lines read don't add up to the statement's balance, the Service warns you, but it cannot catch every error.
6.4 Suppliers. We can't make Suppliers reply, send correct documents or reply on time. Statements and invoices are the Supplier's own documents, and we are not responsible for their content.
7. Data protection and confidentiality
7.1 Roles. For personal data in the Customer Data (for example Supplier contact names and email addresses), you are the controller and we are your processor. Our Data Processing Agreement sets out how we handle it and forms part of these terms.
7.2 Our own data. For personal data about you and your users that we use to run our business (logins, billing, support), we are the controller. Our Privacy Policy explains how we use it.
7.3 Security. We keep Customer Data on servers in the UK, encrypt stored documents, use HTTPS for all connections, and take encrypted backups. More detail is in the Data Processing Agreement.
7.4 Confidentiality. Each of us will keep the other's confidential information confidential and use it only for this agreement. This does not apply to information that is public, that the other party already had, or that must be disclosed by law. Customer Data is your confidential information.
7.5 Anonymised statistics. We may use anonymised, aggregated data about how the Service is used (for example, how many statements were matched) to improve it. This will never identify you, your Suppliers or any person. We do not use Customer Data to train AI models.
8. Intellectual property and your data
8.1 Ours. We own the Service, its software, design, wording and name. You get a non-exclusive, non-transferable right to use it for your business while your subscription is active. Nothing else passes to you.
8.2 Yours. You own your Customer Data. You give us permission to store, copy and process it only as needed to provide the Service and as these terms allow.
8.3 Feedback. If you send us ideas or suggestions, we may use them freely without owing you anything.
9. Availability, support and changes
9.1 Availability. We aim to keep the Service available at all times, but we don't guarantee it will be uninterrupted or error-free. We may take it offline for maintenance, giving notice where we reasonably can.
9.2 Support. Support is by email at hello@tallyback.co.uk on UK working days. We aim to reply within [one] working day.
9.3 Changes to the Service. We may improve or change the Service. If a change materially reduces what you get, we will tell you in advance and you may cancel.
9.4 Changes to these terms. We may update these terms. We will email you at least [30] days before material changes take effect and ask you to accept the new version when you next log in. If you don't accept, you may cancel before the change takes effect. We record which version you accepted and when.
10. Liability
10.1 What we don't limit. Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited by law.
10.2 Losses we are not responsible for. We are not liable for:
- loss of profits, revenue, business, goodwill or anticipated savings;
- indirect or consequential loss;
- overpayments or underpayments to Suppliers, penalties, interest or tax resulting from relying on the Service without checking it (see section 6);
- loss caused by inaccurate Customer Data or Supplier details you provided; or
- Supplier documents, replies or delays.
10.3 Cap. Our total liability to you under or in connection with these terms in any 12-month period is limited to the fees you paid us in that period [or £X if greater].
10.4 Data loss. Our responsibility for loss of Customer Data is limited to restoring it from our most recent backup at our own cost. You should keep your own copies of important documents and reports.
10.5 Your liability. You will compensate us for claims by third parties (including Suppliers) arising from your breach of section 5 or from Customer Data you had no right to upload.
11. Term, suspension, cancellation and your data when you leave
11.1 Term. These terms start when you sign up and continue month to month until cancelled.
11.2 Cancelling. You can cancel at any time by emailing us. Cancellation takes effect at the end of the month you have paid for. There is no minimum term.
11.3 Our right to end. We may end this agreement:
- with [30] days' notice, for any reason; or
- straight away if you seriously break these terms and don't put it right within [14] days of our notice, don't pay within [30] days of the due date, or become insolvent.
11.4 Your data when you leave. After cancellation you can download your reports for [30] days. We then delete Customer Data from the live system, and from backups within a further [30] days, unless the law requires us to keep it.
11.5 What survives. Sections 6, 7.4, 8, 10, 11.4 and 12 continue after this agreement ends.
12. General
12.1 Events outside our control. Neither of us is liable for delay or failure caused by events beyond reasonable control, such as failures of internet, hosting or email providers.
12.2 Subcontractors. We use other providers to run the Service (listed in the Data Processing Agreement). We remain responsible for them as set out in that agreement.
12.3 Transfer. You may not transfer this agreement without our written consent. We may transfer it to a business that takes over the Service, and will tell you if we do.
12.4 Notices. We will send notices to the email address on your Account. You can send notices to hello@tallyback.co.uk.
12.5 No waiver; severability. If we don't enforce a right straight away, we can still enforce it later. If any part of these terms is found unenforceable, the rest still applies.
12.6 Third parties. No one other than you and us has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
12.7 Law and courts. These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.