Terms of Service

Welcome to TallySpark, an AI-powered invoicing, expense management, and business automation platform provided by Pixelheads B.V. ("we", "us", "our"). By creating an account or using our services, you agree to these Terms of Service ("Terms"). Please read them carefully.

1. Definitions

• Service – The TallySpark web application, including invoicing, expense management, quote generation, client management, AI document processing, payment processing, email automation, and all related tools and features.
• User – Any individual or business using the Service.
• Account – The personal or organizational account registered by a User.
• Organization – A business workspace within TallySpark where Users collaborate and manage business data.
• Content – Any data, documents, invoices, quotes, expenses, client records, or information uploaded, generated, or processed through the Service.
• Sub-processor – Third-party service providers we use to deliver the Service.

2. Service Description

TallySpark provides a comprehensive business management platform with the following features:

Core Features

• Invoice Management – Create, send, track, and manage professional invoices
• Quote/Proposal Management – Generate quotes, track approvals, convert to invoices
• Expense Management – Upload receipts, track expenses, categorize spending
• Client & Contact Management – Organize client information and contacts
• Product Catalog – Maintain product/service listings with pricing
• Payment Processing – Accept payments via third-party payment processors
• AI Document Processing – Automatic data extraction from receipts and invoices
• Email Automation – Automated invoice reminders, quote follow-ups, and workflows
• Real-time Updates – Live processing status and notifications
• Multi-Organization Support – Manage multiple business entities with strict data isolation

Platform Status

TallySpark is continuously evolving with new features and improvements. We may modify, add, or discontinue features as we improve the platform. Major feature changes will be communicated with at least 30 days notice.

Service Availability

While we strive to maintain high availability, we do not guarantee uninterrupted service. Scheduled maintenance will be announced in advance when possible. We are not liable for service interruptions caused by factors outside our reasonable control.

3. Eligibility

You must be at least 18 years old and capable of entering into a binding contract. By using TallySpark you confirm that:

• All registration information you provide is accurate and complete
• You have the legal authority to bind any organization you represent
• You will maintain the accuracy of your account information
• You comply with all applicable laws and regulations when using the Service

4. Account Responsibilities

Account Security

• Keep your login credentials secure and confidential
• Do not share access to your account with unauthorized parties
• Use strong passwords and enable two-factor authentication when available
• Notify us immediately of any unauthorized access or security breach

Account Liability

You are responsible for:

• All activity that occurs under your account
• All content uploaded or generated through your account
• Compliance with applicable laws, including tax, financial, and data protection regulations
• Ensuring your use of the Service does not violate any third-party rights

Data Separation

• Each organization's data is maintained separately
• Your organization data is not accessible to other TallySpark customers
• You may access multiple organizations if you have been granted permission by those organizations
• Organization owners control member access and permissions
• Switching between organizations requires explicit user action

5. Subscriptions and Payments

Subscription Billing

TallySpark operates on a subscription basis with the following terms:

• Billing Cycle – Monthly or annual subscriptions (as selected)
• Payment Methods – Credit card, debit card, or other methods via our payment processors
• Payment Processing – Payments processed via third-party payment processors
• Auto-Renewal – Subscriptions automatically renew unless canceled
• Price Changes – We will provide 30 days advance notice of any price increases
• Currency – Prices displayed in USD, EUR, or other supported currencies
• Taxes – All prices exclude applicable VAT, sales tax, or other taxes (added at checkout based on your location)

Platform Fees

When you accept customer payments through TallySpark:

• Platform Fee – We charge a platform fee on customer payments processed through the platform. Current fee rates are displayed in your account settings and pricing page. We will notify you at least 30 days in advance of any fee changes.
• Payment Processor Fees – Standard payment processor fees apply in addition to our platform fee
• Fee Transparency – All fees are clearly displayed before you enable payment processing

Free Trial (If Applicable)

• Duration – Trial period is specified during signup
• Features – Full access to platform features during trial
• Payment Required – Credit card required to start trial
• Auto-Billing – Trial converts to paid subscription unless canceled before trial ends
• One Trial – Limited to one trial per user/organization

Subscription Changes

• Upgrades – Prorated charge for the remainder of current billing period, effective immediately
• Downgrades – Effective at the end of current billing period
• Cancellation – Cancel anytime; access continues until end of billing period
• Reactivation – Canceled accounts can be reactivated within 30 days

Refund Policy

• General Rule – All subscription payments are final and non-refundable
• Exceptions – Refunds may be provided at our sole discretion for billing errors or duplicate charges
• Legal Requirements – Refunds required by law will be honored
• Payment Processing – Refunds for customer payments are subject to payment processor policies

Payment Failure

• Retry – Failed payments will be automatically retried
• Grace Period – 7-day grace period for payment resolution
• Service Suspension – Service may be suspended if payment fails after grace period
• Data Retention – Data retained for 30 days after suspension to allow payment resolution

6. Acceptable Use

You agree not to misuse the Service. Prohibited activities include:

Content Restrictions

• Uploading illegal, fraudulent, or harmful content
• Creating fraudulent invoices or fake expense reports
• Uploading malware, viruses, or malicious code
• Processing payments for illegal goods or services
• Violating intellectual property rights of others

System Restrictions

• Attempting to gain unauthorized access to our systems or other users' accounts
• Using automated scripts, bots, or scrapers to abuse the Service
• Reverse-engineering, decompiling, or disassembling any part of the platform
• Bypassing rate limits, security measures, or access controls
• Conducting excessive or abusive requests to the platform

Business Restrictions

• Reselling the Service without our written permission
• Using the Service for competitor analysis or benchmarking without permission
• Violating payment processor terms of service
• Money laundering, fraud, or other financial crimes
• Sending unsolicited commercial emails (spam) through our email features

Compliance

You must comply with all applicable laws including:

• Tax regulations and financial reporting requirements
• Data protection laws (GDPR, CCPA, etc.)
• Anti-money laundering (AML) regulations
• Payment Card Industry Data Security Standard (PCI-DSS) via our processors

7. AI Document Processing

AI Service Use

TallySpark uses third-party artificial intelligence services to analyze uploaded invoices and receipts. For details on specific AI providers, see Section 10 (Data Processing and Sub-Processors).

How AI Processing Works

1. You upload a receipt or invoice document (PDF, image)
2. Document is securely transmitted to our AI service provider
3. AI extracts structured data (date, amount, vendor, line items, tax)
4. Extracted data is returned to TallySpark for your review
5. Original document is stored on secure cloud storage in Europe
6. You can review, edit, or delete the processed data at any time

AI Data Usage

• Training – Your documents are NOT used to train external AI models
• Purpose Limitation – AI processing is used solely to extract invoice/expense data for your use
• Retention – Documents are processed in real-time and not retained by AI providers beyond processing
• Accuracy – We do not guarantee 100% accuracy of AI-extracted data; you are responsible for reviewing and verifying all extracted information
• User Control – You can delete processed documents at any time from your account

Data Sharing with AI Providers

When you upload a document for processing:

• Document content is sent to our third-party AI service providers
• No other personal information is shared with AI providers
• Processing is performed under Data Processing Agreements with each provider
• AI providers are contractually prohibited from using your data for other purposes

8. AI Chat Assistant (TallyAI)

Feature Description

TallySpark includes an AI-powered chat assistant called TallyAI, which helps you manage your business operations through conversational interactions. TallyAI can answer questions, provide insights, and perform actions on your behalf within the application.

AI Service Provider

TallyAI is powered by Anthropic's Claude AI, a third-party artificial intelligence service. For details on Anthropic as a sub-processor, see Section 10 (Data Processing and Sub-Processors).

How TallyAI Works

1. You send a message to TallyAI through the chat interface
2. Your message is securely transmitted to Anthropic's API
3. TallyAI processes your request and may access your organization's data to provide relevant responses
4. TallyAI can perform actions on your behalf (e.g., create invoices, update records, send emails)
5. All conversations and actions are logged in your account
6. You can review conversation history within the application

Data Shared with AI Provider

When you use TallyAI, the following data may be shared with Anthropic:

• Your Messages – The text you type in the chat interface
• Business Context – Information from your organization needed to fulfill your requests (e.g., client names, invoice details, product information)
• Previous Conversation – Recent message history for context continuity within a conversation

Important: No other personal information (passwords, payment card data, bank account details) is shared with Anthropic.

AI Data Usage Policy

• No Training – According to Anthropic's API terms, your conversations are NOT used to train or improve AI models
• Temporary Processing – Data is processed in real-time and not retained by Anthropic beyond the API call
• Purpose Limitation – AI processing is used solely to provide chat assistant functionality
• Data Processing Agreement – Anthropic operates as a sub-processor under our Data Processing Agreement

TallyAI Capabilities

TallyAI can perform the following actions on your behalf when you request them:

• Read Operations – View and search clients, invoices, expenses, contacts, and other business data
• Create Records – Create new invoices, clients, contacts, expenses, and other business records
• Update Records – Modify existing records, add line items, update statuses
• Financial Actions – Mark invoices as paid, record payments, create credit notes
• Communication – Send invoices and quotes to clients via email
• Reporting – Generate summaries and insights from your business data

Action Attribution: All actions performed by TallyAI are logged and attributed to the AI assistant in your activity logs, allowing you to distinguish between manual and AI-initiated changes.

Usage Limits

TallyAI usage is subject to monthly limits based on your subscription plan:

• Free Plan – No TallyAI access
• Essentials Plan – 100 assists per month
• Premium Plan – 500 assists per month
• Pro Plan – 1,000 assists per month
• Enterprise & Custom Plans – Unlimited assists
• Trial Accounts – 25 assists during trial period

What Counts as an Assist: Each message you send to TallyAI counts as one assist. Limits reset on the 1st of each calendar month.

Conversation Storage

• Local Storage – All conversations are stored in TallySpark's database
• Organization Isolation – Conversations are isolated to your organization; other organizations cannot access them
• Auto-Archival – Conversations are automatically archived after 24 hours of inactivity
• Retention – Archived conversations are retained according to our data retention policy (see Section 11)
• User Control – You can view your conversation history within the application

Accuracy and Limitations

IMPORTANT DISCLAIMER:

• No Guarantee of Accuracy – AI-generated responses may contain errors, inaccuracies, or outdated information
• Review Required – You are responsible for reviewing all AI-generated content and actions before relying on them
• Financial Decisions – TallyAI does not provide financial, legal, or tax advice
• Billing Verification – Always verify invoices, payments, and financial records created or modified by TallyAI
• Not a Replacement – TallyAI is an assistant tool, not a replacement for professional judgment

Your Responsibilities

When using TallyAI, you agree to:

• Review all AI-generated content and actions for accuracy
• Verify financial transactions and calculations before finalizing them
• Not rely on TallyAI for legal, financial, or professional advice
• Use TallyAI in compliance with all applicable laws and regulations
• Not attempt to manipulate, abuse, or bypass TallyAI's safeguards
• Not use TallyAI to process sensitive information you do not want shared with Anthropic
• Accept responsibility for all actions taken by TallyAI on your behalf

Prohibited Uses

You may not use TallyAI to:

• Generate spam, malicious content, or harmful material
• Attempt to extract training data or reverse-engineer the AI model
• Violate Anthropic's Acceptable Use Policy
• Circumvent usage limits or rate limiting
• Share conversations containing confidential or proprietary information of third parties without authorization

Service Availability

• Dependent on Third Party – TallyAI relies on Anthropic's API; we are not responsible for Anthropic service outages or interruptions
• Beta Feature – TallyAI is subject to ongoing improvements; features and capabilities may change
• No SLA – No uptime guarantee is provided for TallyAI during beta period
• Feature Updates – We may add, modify, or remove TallyAI capabilities with reasonable notice

Limitation of Liability

In addition to Section 20 (Disclaimers and Limitation of Liability), you acknowledge and agree that:

• We are not liable for errors, inaccuracies, or omissions in AI-generated content
• We are not liable for business decisions made based on TallyAI recommendations
• We are not liable for actions taken by TallyAI on your behalf, even if erroneous
• We are not liable for Anthropic's data handling practices or API service failures
• You use TallyAI at your own risk and are responsible for reviewing all AI actions

9. Payment Processing

Payment Provider Integration

TallySpark integrates with third-party payment processors to enable customer payments. Supported payment processors are shown in your account settings.

Payment Data Handling

• No Card Storage – We do not store credit card numbers or payment credentials
• PCI-DSS Compliance – Delegated to payment processors; we do not handle raw card data
• Payment Processor Control – You connect your own payment processor account
• Direct Processing – Customer payments go directly to your connected account
• Platform Fee Deduction – Our platform fee is automatically deducted by the payment processor

Payment Processor Terms

You must comply with:

• Your payment processor's terms of service
• Payment processor prohibited business lists
• Payment processor dispute/chargeback policies

Payment Disputes

• Chargeback Handling – Handled directly by your payment processor
• TallySpark Role – We provide transaction records to assist with disputes
• Your Responsibility – You are responsible for handling customer refunds and disputes
• Fees – Chargeback fees are imposed by payment processors, not TallySpark

Payment Processing Failures

• Provider Downtime – We are not liable for payment processor outages or errors
• Failed Transactions – Failed payments are logged; we do not guarantee payment success
• Retry Mechanism – Payment intents can be retried by customers
• Notification – You receive email notifications for successful and failed payments

10. Email Services and Communication

Email Delivery

• Provider – Third-party email delivery service for transactional emails
• Email Types – Invoice notifications, payment confirmations, quote approvals, automated reminders
• Sending Domain – Emails sent from tallyspark.com or your verified custom domain
• Custom Domains – You can verify your own domain to send emails as your business

Email Tracking

• Organization Setting – Email tracking can be enabled/disabled per organization
• When Enabled – We track email opens and link clicks
• Purpose – Help you understand when clients view invoices and quotes
• Opt-Out – You can disable tracking at any time in organization settings

Email Automation

• Workflows – Automated reminder emails for overdue invoices
• Customization – Email templates can be customized per organization
• Sending Control – You control when automated emails are sent
• Unsubscribe – Recipients can unsubscribe from marketing emails (transactional emails like invoices cannot be unsubscribed)

Webhooks

• Real-time Updates – Email delivery status updates via webhooks from our email provider
• Status Tracking – Track sent, delivered, opened, clicked, bounced, and complained statuses

11. Data Processing and Sub-Processors

Under GDPR and other data protection laws, we act as a Data Controller for your account data and a Data Processor for content you upload. We use the following Sub-processors:

Infrastructure Providers

AI & Processing

Payment Processing

Communication

Analytics & Monitoring

Authentication (Optional)

Sub-processor Changes

• We maintain an up-to-date list of sub-processors on our website
• We will notify you 30 days before adding new sub-processors
• You can object to new sub-processors; if we cannot accommodate, you may terminate your subscription

12. Data Retention and Deletion

Active Account Retention

• Duration – Data retained while your account is active
• Backups – Included in daily automated backups for disaster recovery

Account Deletion

When you delete your account:

• Immediate Effect – Account access terminated immediately
• Grace Period – 30-day window to export your data or reactivate account
• Automatic Deletion – All data permanently deleted after 30 days
• Backup Retention – Data in backups purged within 90 days

Legal Retention Requirements

Certain data may be retained longer due to legal obligations:

• Financial Records – 7 years (tax and accounting law requirements)
• Payment Transactions – 7 years (anti-money laundering regulations)
• Legal Hold – Data subject to legal proceedings retained until case resolution

Data Deletion Process

1. You request account deletion via settings
2. Immediate account suspension and access revocation
3. 30-day retention period for data recovery
4. Automated deletion of all personal data after 30 days
5. Backup purge within 90 days
6. Financial records archived separately for legal compliance (anonymized where possible)

Data Export Before Deletion

You have the right to export all your data before deletion:

• Format – CSV files for tabular data, PDF for invoices/quotes
• Contents – All invoices, quotes, expenses, clients, contacts, products
• Method – Self-service export via dashboard or contact [email protected]
• Timeline – Export must be completed within 30-day grace period

13. Your Data Rights (GDPR & CCPA)

Depending on your location, you have the following rights regarding your personal information:

Right to Access (GDPR Art. 15, CCPA)

• Request a copy of all personal data we hold about you
• Receive data in a portable, machine-readable format (CSV, JSON)
• Response timeline: 30 days from request

Right to Rectification (GDPR Art. 16)

• Correct inaccurate or incomplete personal information
• Update your information directly via account settings or request assistance

Right to Erasure / "Right to be Forgotten" (GDPR Art. 17, CCPA)

• Request deletion of your personal information
• Exceptions apply: legal obligations, fraud prevention, security, pending transactions
• Financial records retained for 7 years per tax law

Right to Restriction (GDPR Art. 18)

• Request restriction of processing under certain conditions
• Data marked for deletion or disputed accuracy

Right to Object (GDPR Art. 21)

• Object to processing for direct marketing (always honored)
• Object to processing based on legitimate interests (evaluated case-by-case)

Right to Data Portability (GDPR Art. 20)

• Receive your data in CSV/JSON format
• Transfer data to another service provider

Right to Withdraw Consent (GDPR Art. 7(3))

• Where we rely on consent, you can withdraw at any time
• Does not affect lawfulness of processing before withdrawal

Right to Lodge a Complaint (GDPR Art. 77)

• EU residents: Contact your national Data Protection Authority
• Netherlands DPA: Autoriteit Persoonsgegevens

How to Exercise Your Rights

• Email – [email protected]
• Subject Line – "Data Subject Request - [Your Right]"
• Identity Verification – We may request proof of identity to prevent fraud
• Response Time – 30 days (may extend to 60 days for complex requests)
• Free of Charge – First request free; excessive requests may incur reasonable administrative fees

14. Data Security

We implement enterprise-grade security measures to protect your data:

Technical Safeguards

• Encryption in Transit – TLS encryption for all data transmission
• Encryption at Rest – Industry-standard encryption for stored data
• Database Security – Encrypted database backups, access controls
• Secure Authentication – Secure password hashing, optional 2FA
• OAuth 2.0 – Secure third-party authentication

Organizational Safeguards

• Access Controls – Role-based access control (RBAC)
• Employee Training – Regular security awareness training
• Background Checks – Employee vetting for access to production systems
• Least Privilege – Employees have minimum necessary access
• Audit Logging – Comprehensive activity logs for security monitoring

Application Security

• Data Separation – Strict organization-based data isolation
• Input Validation – Protection against injection attacks and malicious input
• Security Controls – Protection against common web vulnerabilities
• Rate Limiting – Protection against brute force and DoS attacks

Infrastructure Security

• Regular Backups – Daily automated backups with 30-day retention
• Disaster Recovery – Multi-region backup replication
• Security Audits – Regular vulnerability assessments
• Penetration Testing – Annual third-party security audits
• Incident Response – 24/7 security monitoring and incident response plan

Limitations

• No method of electronic storage or transmission is 100% secure
• You are responsible for maintaining the security of your login credentials
• We cannot guarantee absolute security but continuously work to improve our safeguards

15. Data Breach Notification

In the event of a data breach involving personal information:

Notification Timeline

• GDPR Compliance – Within 72 hours of discovery
• CCPA Compliance – Without unreasonable delay

Notification Method

• Email – Sent to account holder's registered email address
• Dashboard Alert – In-app notification upon login
• Website Notice – Public notice if breach affects >500 users

Information Provided

• Nature and scope of the breach
• Categories of data affected
• Approximate number of affected individuals
• Likely consequences of the breach
• Measures taken to address the breach
• Recommendations for affected individuals
• Contact information for questions

Your Responsibilities

• Monitor your account for suspicious activity
• Follow recommended security steps we provide
• Report any subsequent suspicious activity to [email protected]

16. Real-Time Features

Real-Time Communication

• Technology – Real-time communication services for instant updates
• Purpose – Real-time expense processing status updates, live notifications
• Requirement – Modern browser (Chrome, Firefox, Safari, Edge)
• Fallback – Alternative communication method if real-time connection fails
• Data Transmitted – Processing status, progress updates, completion notifications

Browser Requirements

• JavaScript enabled
• Modern browser with real-time communication support
• Cookies enabled for session management

17. Third-Party Authentication (OAuth)

Supported Providers

• Google OAuth 2.0
• GitHub OAuth 2.0

Data Shared When Using OAuth

• Email address (required for account creation)
• Full name (optional, can be changed)
• Profile picture (optional, can be changed)

OAuth Account Management

• Account Linking – OAuth accounts linked to your TallySpark user profile
• Password – Not required if using OAuth exclusively
• Disconnection – Can disconnect OAuth and set password at any time
• Privacy – We do not access or store your Google/GitHub passwords

Third-Party Policies

• OAuth providers have their own privacy policies and terms
• We are not responsible for their data practices
• Revoking OAuth access may prevent login if no password is set

18. Intellectual Property

TallySpark Platform

All rights, title, and interest in the TallySpark platform, including:

• Source code, software, algorithms
• User interface, design, and branding
• Trademarks, logos, and service marks
• Documentation and help content

These remain the exclusive property of Pixelheads B.V. and are protected by copyright, trademark, and other intellectual property laws.

Your Content

You retain ownership of all content you upload or create:

• Invoices, quotes, and financial documents
• Client and contact data
• Uploaded receipts and images
• Custom email templates

License Grant to Us

By uploading content, you grant us a limited, non-exclusive, worldwide license to:

• Host and store your content on our servers
• Process content to deliver the Service (e.g., AI analysis, email delivery)
• Display content back to you in the application
• Create backups for disaster recovery
• Aggregate and anonymize data for analytics (no personal data)

This license terminates when you delete content or close your account.

License Grant to You

We grant you a limited, non-exclusive, non-transferable license to:

• Access and use the TallySpark platform
• Use for your internal business purposes
• Number of users according to your subscription plan

You may NOT:

• Sublicense, resell, or distribute the Service
• Copy, modify, or create derivative works
• Reverse engineer or decompile any part of the platform
• Remove or alter copyright/trademark notices

19. Termination

Termination by You

• Anytime – You can cancel your subscription at any time
• Method – Via account settings or by emailing [email protected]
• Effective Date – Cancellation effective at end of current billing period
• Access – Continued access until end of paid period
• Refund – No refunds for partial subscription periods (except as required by law)

Termination by Us

We may suspend or terminate your account if you:

• Violate these Terms of Service
• Engage in prohibited activities under Acceptable Use
• Fail to pay subscription fees after grace period
• Engage in fraudulent activity or abuse
• Violate applicable laws or regulations

Notice Period

• Non-Urgent Violations – 14 days notice with opportunity to cure
• Urgent/Security Issues – Immediate suspension without notice (e.g., hacking attempts, fraud)
• Payment Failure – 7-day grace period before suspension

Effect of Termination

Upon termination or expiration of your account:

1. Access Revoked – Immediate loss of access to the Service
2. Data Retention – 30-day grace period for data export
3. Automatic Deletion – All data permanently deleted after 30 days
4. Financial Records – Retained for 7 years per legal requirements (anonymized where possible)
5. Backups – Purged from backups within 90 days
6. Outstanding Fees – You remain responsible for any unpaid fees

20. Service Availability and Support

Uptime and Availability

• Best Effort – We strive for maximum availability but provide no uptime guarantees during beta
• Target – 99.5% uptime (excluding scheduled maintenance)
• Monitoring – 24/7 automated monitoring and alerts

Scheduled Maintenance

• Advance Notice – 48 hours notice for planned maintenance
• Maintenance Window – Typically performed during low-traffic hours
• Status Page – Real-time status updates at status.tallyspark.com (if available)

Unscheduled Downtime

• No Guarantees – Service may be unavailable due to technical issues
• Best Efforts – We work to restore service as quickly as possible
• Communication – Updates via email and social media during extended outages

Customer Support

• Email Support – [email protected]
• Response Time – Within 24-48 hours (business days)
• Priority Support – Available on higher-tier plans
• Help Documentation – Self-service help center and guides

No Service Level Agreement (SLA)

• During beta, no formal SLA is provided
• SLA may be introduced after official launch
• Enterprise customers may negotiate custom SLAs

21. Disclaimers and Limitation of Liability

AS-IS Service

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability
• Fitness for a particular purpose
• Non-infringement
• Uninterrupted or error-free operation
• Accuracy of AI-extracted data
• Security of data transmission
• Availability of third-party integrations

Service Reliability

While we strive for reliability, we do not guarantee:

• 100% uptime or availability
• Error-free operation
• Accurate AI document processing
• Successful payment processing (dependent on third-party processors)
• Compatibility with all devices and browsers
• Continued availability of any specific feature

Third-Party Services

We are not responsible for:

• Third-party payment processing failures
• Third-party AI service outages
• Cloud storage service availability
• Third-party email delivery failures
• OAuth provider authentication issues

Limitation of Liability

MAXIMUM LIABILITY

To the fullest extent permitted by law, Pixelheads B.V.'s total liability for all claims arising from or related to the Service shall not exceed the greater of:

1. €100 (one hundred euros), OR
2. The total amount you paid to TallySpark in the 12 months preceding the claim

EXCLUDED DAMAGES

IN NO EVENT SHALL PIXELHEADS B.V. BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, or business opportunities
• Loss of data or information (despite backup efforts)
• Cost of procurement of substitute services
• Business interruption
• Reputational harm

This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

Exceptions to Limitations

The above limitations do not apply to:

• Liability for death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Gross negligence or willful misconduct
• Any liability that cannot be excluded or limited under applicable law

Indemnification

You agree to indemnify, defend, and hold harmless Pixelheads B.V., its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from:

• Your violation of these Terms
• Your violation of any law or regulation
• Your violation of any third-party rights
• Content you upload or generate through the Service
• Disputes between you and your clients/customers
• Payment disputes or chargebacks

22. Force Majeure

We are not liable for delays or failures in performance resulting from causes beyond our reasonable control, including:

• Natural disasters (earthquakes, floods, fires, storms)
• War, terrorism, civil unrest, or government actions
• Internet service provider failures or outages
• Third-party service failures beyond our control
• Power outages or telecommunications failures
• Labor disputes or strikes
• Pandemics or public health emergencies
• Government-imposed restrictions or regulations
• Cyberattacks, hacking attempts, or DDoS attacks (not caused by our negligence)

During force majeure events:

• Our obligations are suspended for the duration of the event
• We will make reasonable efforts to resume service as soon as possible
• If the event continues for more than 30 days, either party may terminate the agreement

23. Compliance and Certifications

Data Protection Compliance

• GDPR – Compliant with EU General Data Protection Regulation
• CCPA – Compliant with California Consumer Privacy Act
• Data Transfers – EU-US data transfers via Standard Contractual Clauses (SCCs)

Payment Compliance

• PCI-DSS – Compliance delegated to third-party payment processors (we do not store card data)
• Payment Processor Terms – Users must comply with payment processor terms of service

Security Standards

• Industry-standard encryption (TLS, AES)
• Security audits conducted annually
• SOC 2 Type II certification (planned for post-beta)

Tax Compliance

• You are responsible for determining and paying applicable taxes on your transactions
• TallySpark collects VAT/sales tax on subscription fees where required by law
• We provide invoices and receipts for tax reporting purposes

24. Changes to These Terms

Amendment Process

• We may modify these Terms at any time
• Material Changes – 30 days advance notice via email and in-app notification
• Non-Material Changes – Posted on website with updated "Last updated" date
• Continued Use – Continued use after changes constitutes acceptance

Your Rights Regarding Changes

• Disagree with Changes? – You may terminate your account before changes take effect
• Termination – If you terminate due to material adverse changes, you may receive a pro-rated refund for unused subscription time

How You'll Be Notified

• Email to your registered email address
• In-app notification upon login
• Changelog posted on website
• "Last updated" date at top of this document updated

25. Governing Law and Dispute Resolution

Governing Law

These Terms are governed by the laws of the Netherlands, without regard to conflict of law principles.

Jurisdiction

Any disputes arising from these Terms or the Service shall be subject to the exclusive jurisdiction of the competent courts in 's-Hertogenbosch, Netherlands, unless mandatory law requires otherwise (e.g., consumer protection laws in your jurisdiction).

Dispute Resolution Process

Before initiating legal proceedings, you agree to:

1. Contact Us – Email [email protected] with details of your dispute
2. Good Faith Negotiation – 30 days to attempt to resolve the matter informally
3. Mediation – If unresolved, both parties agree to attempt mediation before litigation

EU Consumers

If you are a consumer in the European Union:

• You may have mandatory consumer rights under your local laws
• These Terms do not affect your statutory rights
• You may bring disputes in your country of residence

26. Miscellaneous Provisions

Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Pixelheads B.V. regarding the Service and supersede any prior agreements.

Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.

No Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

Assignment

• By You – You may not assign or transfer these Terms without our written consent
• By Us – We may assign these Terms to any affiliate or successor entity (e.g., in case of merger or acquisition)

Relationship

These Terms do not create any partnership, joint venture, employment, or agency relationship between you and Pixelheads B.V.

Language

These Terms are provided in English. In case of translation into other languages, the English version prevails in case of conflict.

Survival

Provisions that by their nature should survive termination will survive, including: Intellectual Property, Limitation of Liability, Indemnification, Governing Law, and Data Retention.

27. Contact Information

For questions, concerns, or inquiries regarding these Terms or the Service, please contact us:

General Inquiries

• Email – [email protected]
• Website – https://tallyspark.com

Legal Matters

• Email – [email protected]

Privacy & Data Protection

• Email – [email protected]
• GDPR Requests – [email protected]

Security Issues

• Email – [email protected]
• Responsible Disclosure – [email protected]

Mailing Address

Pixelheads B.V.
De Nieuwe Erven 3
5431 NV Cuijk
The Netherlands

Business Information

• Chamber of Commerce (KvK) – 69959447
• VAT Number – NL 8580.81.301.B01

28. Beta Features and Updates

Platform Evolution

TallySpark is continuously evolving. This means:

• Features are actively being developed and improved
• New features may be added frequently
• Some features may be modified based on user feedback (with advance notice for major changes)
• Performance and availability may vary
• We strive for high availability but do not guarantee uninterrupted service

Feature Rollouts

• Gradual Rollout – New features may be released to subsets of users first
• Feature Flags – Some features may be toggled on/off for testing
• Beta Testing – You may be invited to test new features before general release
• Feedback – We encourage feedback on new features via [email protected]

Transition from Beta

• We will announce when TallySpark transitions from beta to general availability
• Pricing, features, and terms may change at that time
• Existing beta users will receive advance notice of any changes
• Beta pricing (if applicable) may be grandfathered for existing users

Acceptance of Terms

By creating an account, accessing, or using TallySpark, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

Last Updated: January 2025
Effective Date: January 2025
Version: 1.0 (Beta)