Terms & Conditions

Version 2.0 - 09/09/2024

General Terms and Conditions

1. Applicability

1. Tally’s intuitive form builder, accessible via www.tally.so, (hereinafter "Tool") is owned and operated by Tally BV, a limited liability company under Belgian law, with registered offices at August Van Lokerenstraat 71, 9050 Ghent, Belgium and registered with the Crossroads Bank for Enterprises under enterprise number 0776.979.007 (hereinafter "Tally"). Throughout these General Terms and Conditions, Tally will be referred to as "we", "us" or "our" or “Tally”.

2. These General Terms and Conditions set out the terms and conditions under which Tally offers its Tool. By signing up to our Tool, the User (hereinafter “you” or “User”) agree to be bound by these General Terms and Conditions as well as any applicable Special Terms and Conditions.

3. Both these General Terms and Conditions as any applicable Special Terms and Conditions constitute a legally binding agreement between you and Tally. By using (any part of) our Tool, you acknowledge and agree that the use of our Tool is governed solely by these General Terms and Conditions, as well as any applicable Special Terms and Conditions.

4. If you do not agree to any provision of these General Terms and Conditions or any applicable Special Terms and Conditions, you are not authorized to (continue to) use or access our Tool in any way.

2. Definitions

1. In these General Terms and Conditions, all capitalized terms shall have the meaning ascribed to them in Annex 1 (Definitions) or in the relevant Article or Clause where they are defined.

2. When a reference is made in these General Terms and Conditions to an Article, Clause or Annex, such reference shall be to an Article, Clause or Annex of these General Terms and Conditions unless otherwise indicated.

3. Description and modalities of the tool

1. The Tool is a web-based form builder, which allows you to create easy to use and intuitive forms with a large set of powerful features and integrations.

2. You can freely explore our Tool without any formalities. However, to publish created forms, the User must first create an Account.

3. Although the Tool is available for free use, you must subscribe to the paid version of the Tool (hereinafter “PRO/Business Version”) in order to access all its features.

4. Use of the tool

1. Comply with the provisions set out by applicable law, regulations, decrees, ordinances or decisions of federal, regional, local or international authorities, including but not limited to provisions relating to the protection of Personal Data;

2. Refrain from manipulating the information provided in any way or using any technique;

3. Refrain from transmitting data, messages, or documents through our Tool, or uploading data or documents via our Tool that:
• Infringe upon the rights (including, but not limited to, moral rights or Intellectual Property Rights) of Third Parties.
• Contain content that is harmful, defamatory, violent, unlawful, obscene, degrading, or infringes upon the privacy of Third Parties.
• Are prohibited for use or possession by the User under law or agreement.
• Contain viruses or instructions that may cause damage to our Tool and/or the services provided through our Tool.

4. To use our Tool, the User must have a stable internet connection. The User is solely responsible for providing the necessary telecommunication or computer network equipment required to access our Tool.

5. The user shares responsibility for ensuring the secure and confidential use of our Tool. Additionally, the User bears sole responsibility for the data they choose to input into our Tool.

6. Tally cannot be held liable for any loss or damage resulting from non-compliance with the above requirements.

5. License & Limitations

1. The Tool made available by us, including all its functionalities, is Tally’s exclusive property. All rights in and to the Platform not expressly granted to the User in these General Terms and Conditions are reserved by us.

2. We hereby grant the User a personal, revocable, non-exclusive, non-transferable, non-sublicensable right of use for the duration of the Agreement to use our Tool in accordance with these General Terms and Conditions as well as any applicable Special Terms and Conditions.

3. The User or any Third Party acting on behalf of the User may not, under any circumstances:
• Decompile, disassemble, or reverse engineer the software, or attempt to reconstruct or discover the source code, underlying ideas, algorithms, file formats, or programming interfaces of our Tool in any way;
• Distribute, sell, rent, sublicense, lease, loan, distribute, or otherwise transfer our Tool or any part thereof to any Third Party, except as expressly permitted under these General Terms and Conditions or any applicable Special Terms and Conditions;
• Alter, remove, or obscure product identification, proprietary information, copyright notices, digital watermarks, or other notices in or on our Tool;
• Modify, adapt, or create derivative works from any part of our Tool or integrate our Tool into or with other software, except to the extent expressly permitted by us in writing.
• Use our Tool to conduct or promote illegal activities;
• Employ any automatic, electronic, or manual high-volume process to access, search, or collect information about our Tool (including, but not limited to, robots, spiders, or scripts);
• Intentionally distribute worms, trojan horses, corrupt files, or other destructive or deceptive elements, or use our Tool for unlawful, intrusive, infringing, defamatory, or fraudulent purposes;
• Remove or circumvent technical or other protective measures in our Tool.
 

6. Invoicing and payment terms

1. When the User has subscribed to the PRO/Business/Business/Business Version of the Tool, a periodically recurring License Fee will be charged to the User. Information with regard to pricing is always available on our Website. We encourage you to check our Website periodically for up to date pricing information.

2. The License Fee as displayed on our Website, payable under these General Terms and Conditions, is denominated in euro for Users within the EU, denominated in USD for non-EU Users and includes any relevant value-added tax or other applicable taxes.

3. Invoicing of the License Fee shall occur on a recurring basis in accordance with the chosen invoicing cycle (monthly or annually). Invoices shall be available and downloadable within the Tool.

4. The applicable License Fee shall be paid by means of credit card. To this end, the User authorizes Tally or its third-party payment processors to periodically charge the designated credit card for the amount of the License Fee. The provided credit card information must be accurate and complete, and must be promptly updated in case of any changes.

5. The User acknowledges and agrees that the failure to make timely payments or Tally’s impossibility to collect the License Fee may result in the suspension or termination of the User’s access to the Tool, at the sole discretion of Tally.

6. The User acknowledges and agrees that Tally reserves the right to periodically review and adjust the License Fee. Any proposed changes to the License Fee shall be communicated to the User in writing, with at least thirty (30) days' notice before the implementation of such adjustments. The User shall have the choice to either accept the adjusted License Fee or terminate this Agreement as per the provisions outlined in Article 13.

7. Intellectual property rights

1. For the purposes of these General Terms and Conditions, our Tool, including all its functionalities, and all (established and/or applicable) related or associated worldwide Intellectual Property Rights shall remain the exclusive property of Tally.

2. All rights in and to our Tool not expressly granted to the User in these General Terms and Conditions or any applicable Special Terms and Conditions are reserved by Tally. Except as expressly provided in these General Terms and Conditions or any applicable Special Terms and Conditions, no express or implied licence is granted to the User in respect of our Tool or any part thereof, including any right to obtain any source code, data or other technical material relating to our Tool.

3. Insofar the User would provide to Tally any suggestions, comments or feedback regarding the Tool (collectively “Feedback”), the User shall grant Tally a worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up right:
• To utilize, copy, modify, sell, distribute, sublicense, and create derivative works of the Feedback as part of the Tool or any other services Tally may provide.
• To publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease, or lend copies of the Feedback (and derivative works thereof) as part of the of the Tool or any other services Tally may provide.

8. Privacy and data protection

1. Upon creating your Account, Tally may process your Personal Data. We will only process your Personal Data as outlined in our Privacy Notice.

2. Our Privacy Notice provides detailed information about how Tally collects and processes your Personal Data and is readily accessible through our Tool at any time.

3. Before you can use our Tool, you must agree to our Privacy Notice.

9. Support, updates & changes

1. Tally shall provide a support mechanism to assist the User in the event of technical issues with the Tool. This support may be delivered via various channels such as chats, or e-mails and will be available in English. The support mechanism will be designed to provide responses within reasonable response times, taking into account the severity and potential impact of the issue.

2. Any request for support or complaint should be promptly reported to Tally following the issue that gave rise to the request or complaint. The User should provide all relevant information regarding the issue to facilitate a comprehensive investigation by Tally and ensure an appropriate response. Any detrimental effects arising from delays in reporting the issue will be borne solely by the User.

3. Tally will make reasonable efforts to ensure continuous availability of the Tool as far as possible. Availability refers to the duration within which the User can use the Tool normally. Downtime refers to periods when the Tool is not available. However, Tally reserves the right to temporarily suspend the Tool for the purpose of resolving malfunctions or performing maintenance work.

4. Tally will provide timely notification of planned maintenance activities, aiming to schedule such activities outside of regular working hours. Periods of unavailability resulting from circumstances beyond Tally's control, or Force Majeure, will not be counted as downtime.

5. Tally may provide regular updates to the Tool. These updates are designed to improve, enhance, and further develop our Tool, and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. The User agrees to receive such updates as part of the Tool.
Insofar these updates are not exclusively reserved for the PRO/Business Version of our Tool, they will be provided free of charge.
The User will receive notification of any updates implemented by Tally through the Tool or the Website. The User's ongoing utilization of the Tool after the release of any update implies the User's acceptance of said update.

6. Tally reserves the right, at its sole discretion and without any liability to you, to amend or change these General Terms and Conditions and/or any applicable Special Terms and Conditions at any time.
If Tally intends to amend or modify these General Terms and Conditions and/or any applicable Special Terms and Conditions, Users will receive prior notification via the Tool.
Continued use of the Tool after the effective date of any amendments or changes implies acceptance of the revised General Terms and Conditions and/or any revised applicable Special Terms and Conditions.
Users who disagree with any amendments or changes to these General Terms and Conditions and/or any applicable Special Terms and Conditions have the option to terminate their Account and must immediately discontinue their use of the Tool.
We advise Users to periodically review these General Terms and Conditions and/or any applicable Special Terms and Conditions to ensure compliance with the most recent versions.

7. With respect to changes, additions and/or amendments to our Privacy Notice, you will be notified separately in accordance with the provisions of our Privacy Notice.

10. Liability

1. Pursuant to the provisions set out in this Article 10 of the General Terms and Conditions, the User acknowledges and agrees that Tally can only be held liable in accordance with these Terms and Conditions to the extent that the damage suffered by the User is directly caused by Tally.

2. To the extent permitted by applicable law, Tally shall not be liable for any loss or damage resulting from viruses or other technologically harmful materials that may infect your (mobile) device, data, or other protected material during your use of our Tool.

3. To the extent permitted by applicable law, Tally shall not be liable for any Third-Party Content/Services, including but not limited to their accuracy, completeness, legality, or reliability.

4. To the extent permitted by applicable law, Tally will not be liable to the User or any Third Party for punitive, incidental, or indirect damages of any kind, including but not limited to damages or costs resulting from loss of profits, data, revenues, goodwill, expenses incurred in obtaining substitute services, or property damage arising from the use of the Tool. This applies regardless of the cause of claim or theory of liability - whether based on tort, contract, or otherwise - even if Tally is aware of the likelihood of such damages occurring.

5. Subject to the maximum extent permitted by applicable law, our liability, whether in contract, tort, or otherwise, shall not exceed the total amount of License Fees paid by the User to Tally under this Agreement for the three (3) months immediately preceding the event giving rise to the claim.

11. Warranties

1. All warranties, conditions, and representations implied by applicable law concerning the Tool are excluded to the fullest extent permitted by law and disclaimed. Except as expressly provided in these General Terms and Conditions and any applicable Special Terms and Conditions, and to the extent permitted by applicable law, the Tool is provided on an "as is" and "as available" basis. Tally makes no other warranties, covenants, or representations, whether written, oral, express, or implied, and disclaims all implied warranties, including but not limited to warranties of satisfactory quality, merchantability, fitness for a particular purpose, availability, non-infringement, or fitness for a particular use. Tally does not warrant that the Tool is free from errors, viruses, or other harmful components, or that defects will be corrected. The User should take its own precautions in this regard.

2. The Tool may contain inaccuracies and typographical errors. We do not guarantee the accuracy or completeness of the content and services offered on the Platform. In addition, we expressly reserve the right to correct any erroneous information on the Platform.

12. Indemnification

1. As provided herein, Tally will indemnify and defend you against substantiated and valid claims by Third Parties to the extent the claim is based on a violation of the Third Party's Intellectual Property Rights by the Tool, excluding claims resulting from:
• Your unauthorized use of the Tool;
• Changes to the Tool made by you or by a Third Party appointed by you;
• Your failure to use the latest version of the Tool when we have indicated that the update or correction was necessary to prevent a potential breach;
• Your use of the Tool in combination with products or services not specifically offered by Tally, without our express consent.

2. Such indemnification obligation is subject to the following conditions:
• Tally must be notified immediately in writing of any such claim or demand;
• Tally will determine the defense and settlement of such a claim at its sole discretion;
• At Tally’s request, the User will cooperate fully with Tally in defending and settling such a claim at Tally’s expense;
• The User may not make any representations about our liability in respect of any such claim, nor may the User agree to any settlement in respect of any such claim, without Tally’s prior written consent.
If these conditions are met, Tally will indemnify the User for all damages and costs incurred by the User as a result of such claim, as awarded by a court in last instance having jurisdiction or as agreed in the settlement with our plaintiffs.

3. If, in Tally’s reasonable opinion, the Tool is likely to be the subject of an infringement claim by a Third Party, Tally reserves the right, in its sole discretion and at its own expense:
• To modify the Tool (or the (allegedly) infringing part thereof) so that the infringement no longer exists, but the equivalent functionality is maintained;
• For the User to acquire a license enabling continued use of the Tool in accordance with these General Terms and Conditions and any applicable Special Terms and Conditions.

1. The User will indemnify and hold Tally harmless from any claim, demand, loss, liability or damage of any kind, including reasonable attorneys' fees, whether in tort or contract, that Tally may face as a result of a claim by a Third Party relating to:
• The User’s breach or violation of any provision of these General Terms and Conditions and/or any applicable Special Terms and Conditions or other instructions or policies;
• Content that violates the Intellectual Property Rights of Third Parties;
• The User's engagement in fraudulent activities, intentional deception, or gross negligence.

2. The User agrees that use of the Tool in breach of the provisions set out in Clause 12.1 and 12.4 constitutes unauthorized and inappropriate use of the Tool.

13. Duration & termination

1. The Agreement will remain in effect indefinitely, starting from the moment the User accepts these General Terms and Conditions and any applicable Special Terms and Conditions upon creating an Account. Users have the option to cancel their Account at any time through the dashboard of the Tool, thereby terminating the Agreement.

2. Notwithstanding the foregoing, if the User has subscribed to the PRO/Business Version of the Tool, the cancellation of their Account (and thus the termination of the Agreement) will only become effective at the end of the current paid term.

3. Upon termination of this Agreement for any reason, all rights, obligations, and licenses of the Parties shall cease, except that all obligations that accrued prior to the effective date of termination and all remedies for breach of this Agreement shall survive. Unless otherwise agreed, all use of the Tool by the User shall be discontinued.

4. Furthermore, we reserve the right to immediately restrict, terminate, or suspend your use of the Tool at our sole discretion, without prior notice or liability, due to a serious breach of these General Terms and Conditions and/or any applicable Special Terms and Conditions, or the underlying agreement committed or caused by you. Such breaches include, but are not limited to, violations of the General Terms and Conditions, any applicable Special Terms and Conditions, or other instructions, guidelines, or policies (including our Privacy Notice). Any suspension by us will remain in effect until you have rectified the breach that led to the suspension or limitation.

14. Miscellaneous provisions

1. Waivers - No failure or delay by Tally in exercising any right or remedy provided by law or pursuant to the Agreement will impair such right or remedy or be construed as a waiver of it and will not preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy will preclude any further exercise of it or the exercise of any other remedy.

2. No Implied Rights - Other than expressly provided for in these General Terms and Conditions or in any applicable Special Terms and Conditions, nothing in the Agreement grants or shall be construed to grant to any Party any further or implied right or license to any Intellectual Property Right or application therefore which are held by or in the name of the other Party or which are controlled by the other Party, or to any Confidential Information received from the other Party.

3. Severability - If any provision of these General Terms and Conditions or any applicable Special Terms and Conditions is held to be invalid or unenforceable, then such provision will (so far as it is invalid or unenforceable) have no effect and will be deemed not to be included in the Agreement, but without invalidating any of the remaining provisions of these General Terms and Conditions or any applicable Special Terms and Conditions. In the event of any provision being found invalid or unenforceable, the particular provision will be substituted with a valid and enforceable provision. This substitute provision should closely align with the intended effect of the invalidated or unenforceable provision.

4. Entire Agreement - These General Terms and Conditions and any applicable Special Terms and Conditions constitute the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, and understandings, whether oral or written, relating to such subject matter. No amendment or modification of this Agreement shall be valid or binding upon the Parties unless made in writing and duly executed by both Parties.

5. Governing Law and Jurisdiction – These General Terms and Conditions and any applicable Special Terms and Conditions are governed by and must be construed and interpreted in accordance with the laws of Belgium. The courts of Ghent have exclusive jurisdiction over any dispute arising out of or related to these General Terms and Conditions and any applicable Special Terms and Conditions, including their termination.

Special terms and conditions for professional users

1. Applicability

1. These Special Terms and Conditions for Professional Users exclusively pertain to those Users who utilize our Tool as Professional Users, establishing supplementary terms and conditions specifically addressing the professional use of our Tool.

2. These Special Terms and Conditions for Professional Users supplement the General Terms and Conditions. In the event of any conflict or inconsistency between these Special Terms and Conditions for Professional Users and the General Terms and Conditions, the terms of these Special Terms and Conditions for Professional Users shall prevail.

3. These Special Terms and Conditions for Professional Users constitute a legally binding agreement between you, as a Professional User, and Tally. By using (any part of) our Tool, you acknowledge and agree that the use of our Tool is governed solely by the General Terms and Conditions as well these Special Terms and Conditions for Professional Users.

4. By signing up to our Tool, the Professional User, and by extension the Company, agrees to be bound by the General Terms and Conditions as well as these Special Terms and Conditions for Professional Users.

5. If you do not agree to any provision of the General Terms and Conditions or of the Special Terms and Conditions for Professional Users, you are not authorized to (continue to) use or access our Tool in any way.

2. Definitions

1. In these Special Terms and Conditions for Professional Users, all capitalized terms shall have the meaning ascribed to them in Annex 1 (Definitions) or in the relevant Article or Clause where they are defined.

2. When a reference is made in these Special Terms and Conditions for Professional Users to an Article, Clause or Annex, such reference shall be to an Article, Clause or Annex of these Special Terms and Conditions for Professional Users unless otherwise indicated.

3. Privacy and data protection

1. In connection with the delivery of the Tool, Tally may process Personal Data on behalf of the Company. This processing of Personal Data shall be subject to the provisions of Tally’s Data Processing Agreement.

2. By agreeing to the General Terms and Conditions and these Special Terms and Conditions for Professional Users through the creation of your Account, the Professional User also agrees, on behalf of the Company, to the content of our Data Processing Agreement and accepts to be bound by it.

4. Warranties and indemnification

1. The Professional User represents and warrants that it has the authority to bind the Company on whose behalf they are using the Tool, and that they are authorized to enter into the present Agreement on behalf of the Company.

2. The Professional User shall indemnify and hold Tally harmless from any claim, demand, loss, liability or damage of any kind, including reasonable attorneys' fees, whether in tort or contract, that we may face as a result of any breach of the Professional User's representation and warranty regarding the authority to bind the Company.

3. In the event that the Professional User does not have the authority to bind the Company, the Professional User agrees to be personally responsible for all obligations and liabilities arising from their use of the Tool. Tally reserves the right to suspend or terminate the Professional User's access to the application in case of a breach of this representation and warranty.

5. Miscellaneous provisions

Special terms and conditions for consumers

1. Applicability

1. These Special Terms and Conditions for Consumers exclusively pertain to those Users who utilize our Tool as a non-professional user (hereinafter “you” or “Consumer”), establishing supplementary terms and conditions specifically addressing the non-professional use of our Tool.

2. These Special Terms and Conditions for Consumers supplement the General Terms and Conditions. In the event of any conflict or inconsistency between these Special Terms and Conditions for Consumers and the General Terms and Conditions, the terms of these Special Terms and Conditions for Consumers shall prevail.

3. These Special Terms and Conditions for Consumers constitute a legally binding agreement between you, as a Consumer, and Tally. By using (any part of) our Tool, you acknowledge and agrees that the use of our Tool is governed solely by the General Terms and Conditions as well these Special Terms and Conditions for Consumers.

4. By signing up to our Tool, you agree to be bound by the General Terms and Conditions as well as these Special Terms and Conditions for Consumers.

5. If you do not agree to any provision of the General Terms and Conditions or of the Special Terms and Conditions for Consumers, you are not authorized to (continue to) use or access our Tool in any way.

2. Definitions

1. In these General Terms and Conditions, all capitalized terms shall have the meaning ascribed to them in Annex 1 (Definitions) or in the relevant Article or Clause where they are defined.

2. When a reference is made in these General Terms and Conditions to an Article, Clause or Annex, such reference shall be to an Article, Clause or Annex of these General Terms and Conditions unless otherwise indicated.

3. Right of withdrawal

4. Statutory warranty and conformity

1. The statutory warranty period for any non-compliance of the PRO/Business Version of our Tool with the Agreement, the provided information and/or public statements by Tally regarding the PRO/Business Version of our Tool, the reasonable expectations of functionality and/or usability, and the statutory provisions and/or government regulations existing at the time of Agreement conclusion, remains valid throughout the duration of your subscription to the PRO/Business Version of our Tool.

2. Tally will notify you of any updates, including security updates, necessary to maintain the conformity of the PRO/Business Version of our Tool and will provide such updates within a timeframe that is reasonable for the consumer. It is your sole responsibility to install these updates according to the provided instructions.

3. If the PRO/Business Version of our Tool exhibits non-conformity from the outset, and such non-conformity is not attributable to external factors, Tally will rectify the issue to bring the PRO/Business Version of our Tool into conformity. However, if rectification proves to be impossible or disproportionate, Tally shall offer a price reduction for minor non-conformities. In the event of a major non-conformity, the Consumer retains the right to terminate the Agreement.

4. The benefit of the foregoing warranty is not possible for a defect resulting from: (i) fault or negligence of the Consumer; (ii) modification of the PRO/Business Version of our Tool by the Consumer or a Third Party; (iii) the Consumer’s failure to install updates; (iv) negligent use or use under abnormal conditions; (v) an external cause not attributable to Tally, and; (vii) fault, negligence or services of Third Parties.

5. If there is uncertainty regarding the cause or alleged non-conformity of the PRO/Business Version of our Tool, the Parties agree that an expert appointed by Tally will examine the PRO/Business Version of our Tool and ascertain the cause. If a Party does not contest the expert's findings in writing within fourteen (14) days of receiving them, the Party will be considered to have accepted the findings.

Annex 1: Definitions