Terms of Service

These Terms of Service (“Terms”) form a binding agreement between HeavenlyTrade S.R.L.S., VAT number IT04635090618, with registered office at Via Roma 114, 81100 Caserta (CE), Italy (“Tallently”, “we”, “us” or “our”), and the business or professional accepting them (“Customer”, “you” or “your”).

By creating an account, starting a trial, accepting an invitation or using the service, you agree to these Terms, the Privacy Policy, the Data Processing Agreement and any order or checkout page that identifies your selected plan. If you accept on behalf of an organisation, you confirm that you have authority to bind it.

Tallently is offered only for business and professional use. You must be at least 18 and legally able to enter into a contract. It is not a consumer product and must not be used primarily for personal, family or household purposes.

You may use the service only in a supported country and in compliance with applicable law, sanctions and export-control rules. Tallently currently supports business profiles in the United States and United Kingdom.

Tallently receives business documents through web upload and email, stores originals, uses automated tools to classify and extract information, presents exceptions for review, applies customer-created rules and enables search, export and other bookkeeping workflows.

Features may vary by plan, country or release stage. We may improve or change the service provided that we do not materially reduce the core paid functionality during a current billing period without reasonable notice. Preview, beta and experimental features may be changed or withdrawn at any time.

• Provide accurate registration and business-profile information and keep it current.
• Keep credentials and multi-factor authentication devices confidential and do not share individual logins.
• Account owners control billing, team invitations and organisation settings. Invited members may access customer content according to their assigned role.
• You are responsible for activity under your account and for promptly removing users who should no longer have access.

Notify support@tallently.com immediately if you suspect unauthorised access. We may require additional verification before changing account ownership or security settings.

New organisations may receive a 14-day free trial without providing a payment card. A trial does not automatically become a paid subscription: the account owner must actively select a plan and complete checkout. When a trial expires without a paid plan, access or processing may be limited.

Each plan includes the features, users and document allowance shown on the pricing or checkout page when ordered. If you reach a processing allowance, Tallently may continue accepting uploads while deferring new extraction until the allowance resets or you upgrade. Deferred files remain subject to these Terms.

Paid subscriptions renew monthly until cancelled. The price, currency, applicable allowance and billing interval displayed at checkout form part of the agreement and take precedence over general marketing copy. Prices exclude VAT, sales tax or similar taxes unless expressly stated otherwise.

Stripe processes payment details and may update stored card information through participating card networks. You authorise Stripe and Tallently to charge the selected payment method for recurring fees and applicable taxes.

Except where law requires otherwise, fees are non-refundable and we do not provide credits or pro-rated refunds for unused time, unused allowances, downgrades or cancellation during a billing period.

The account owner may cancel through the Stripe customer portal. Cancellation stops the next renewal and ordinarily leaves paid access available until the current period ends. A plan downgrade takes effect as shown in the billing portal.

If payment fails, we may retry the charge, restrict extraction or paid features, or suspend the account after reasonable notice. Uploads already received may remain queued. Continued non-payment may result in termination.

As between you and Tallently, you retain ownership of documents, structured data, corrections, rules and other content submitted to the service (“Customer Content”). You grant us a worldwide, non-exclusive, limited licence to host, copy, transmit, transform and otherwise process Customer Content only as necessary to provide, secure, support and improve the service in accordance with these Terms and the DPA.

You confirm that you have all rights, notices, permissions and lawful bases needed to submit Customer Content and instruct its processing. Do not upload content that is unlawful, malicious, subject to incompatible restrictions or unrelated to the intended bookkeeping and record-management service.

You are responsible for reviewing outputs, resolving exceptions and deciding whether information is suitable before filing, paying, publishing, importing it into accounting software or relying on it for compliance. Confidence scores and automation rules do not replace professional judgement.

You must not, and must not help anyone else to:

• break the law, infringe rights or process data without authority;
• upload malware, attempt to bypass security, probe another tenant or gain unauthorised access;
• interfere with service availability or use automated means that impose an unreasonable load;
• resell, sublicense, copy or reverse engineer the service except where mandatory law permits;
• use the service to build or train a competing product from Tallently’s software, interfaces or confidential materials;
• evade plan limits, share accounts across unrelated organisations or misrepresent usage;
• use the service for high-risk decisions about a person’s eligibility, employment, credit, health or legal rights.

We may investigate suspected abuse and suspend access where reasonably necessary to protect customers or the service.

Tallently relies on service providers identified on the Subprocessors page. Optional accounting integrations, exports and external links may be governed by separate terms between you and the third party. You direct any transfer initiated through those features.

We are not responsible for a third party’s independent service, availability, changes or use of data outside our role, but we remain responsible for our subprocessors as required by the DPA.

We will treat Customer Content as confidential and use it only to provide and protect the service, comply with law or follow your documented instructions. Access is limited to personnel and providers with a need to know and appropriate confidentiality obligations.

The Privacy Policy explains controller processing. The DPAis incorporated into these Terms and applies when Tallently processes personal data on your behalf.

Tallently and its licensors own the service, software, design, documentation, trademarks and related intellectual property. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable and revocable right to use the service during your trial or paid subscription for your internal business purposes.

If you provide feedback, you permit us to use it without restriction or payment, provided we do not identify you publicly without permission.

Unless an order expressly includes a service-level agreement, the service is provided without a guaranteed uptime or response time. Maintenance, provider failures, internet conditions, security events and force majeure may cause interruption.

We use reasonable care to maintain the service and preserve Customer Content, but you should keep independent copies of records needed for legal, accounting or business-continuity purposes.

We may suspend or terminate access for material breach, unlawful use, security risk, continued non-payment or where required by law. Where reasonably possible, we will provide notice and an opportunity to cure. Either party may terminate for an uncured material breach after written notice.

Following expiry or termination, Customer Content remains available for export for 90 days, unless access must be restricted for security or legal reasons. We then delete Customer Content from active systems and instruct subprocessors to delete it under their retention cycles, except for data we must retain by law. Deletion is irreversible.

Provisions that by nature should survive—including payment, confidentiality, ownership, disclaimers, liability and dispute terms—continue after termination.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TALLENTLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THAT THE SERVICE OR AUTOMATED OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE OR SUITABLE FOR A PARTICULAR FILING OR ACCOUNTING TREATMENT. NOTHING IN THESE TERMS EXCLUDES A WARRANTY THAT CANNOT LAWFULLY BE EXCLUDED.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive loss, or for lost profit, revenue, goodwill or business opportunity, even if the possibility was known.

Tallently’s total aggregate liability arising out of the service, these Terms and the DPA will not exceed the subscription fees paid or payable by the Customer to Tallently during the 12 months immediately before the event giving rise to the claim.

These limitations do not apply where liability cannot lawfully be limited, including fraud, wilful misconduct, death or personal injury caused by negligence, or another mandatory statutory liability.

You will defend and indemnify Tallently against third-party claims, damages and reasonable costs arising from Customer Content, your unlawful or unauthorised use, or your breach of the acceptable-use and content-rights obligations, except to the extent caused by Tallently’s own breach or misconduct.

These Terms and any non-contractual obligations arising from them are governed by Italian law, without regard to conflict-of-law rules. The courts of Caserta, Italy have exclusive jurisdiction, except where a mandatory law requires a different forum.

Before filing a claim, each party will make a good-faith attempt to resolve the dispute through written notice.

You may not assign this agreement without our consent, except as part of a permitted sale of substantially all relevant business assets. We may assign it in connection with a reorganisation or sale of our business. Neither party creates a partnership, employment or agency relationship. If a provision is unenforceable, it will be adjusted to the minimum extent necessary and the remaining provisions continue.

We may update these Terms with reasonable notice of material changes. Changes required for law, security or abuse prevention may take effect sooner. Continued use after the effective date constitutes acceptance; if a materially adverse change is unacceptable, your remedy is to cancel before it takes effect.

Contract and support notices: support@tallently.com.
Privacy notices: privacy@tallently.com.