Terms of Service

1. Provider information

The Service is provided by TalphaSolutions ("we", "us", "Company").

2. Business use only

The Service is intended for business and professional use only. If you use the Service on behalf of an organisation, you confirm you have authority to bind that organisation.

3. Definitions

Workspace: Customer's tenant/account area.

User: any person authorised by Customer to access the Service.

Admin/Manager/Employee: role-based permissions determined by Customer.

Customer Data: data submitted or made available by Customer/Users, including invoices, receipts, expenses, leave, employee data, allocation data, attachments, and configuration.

Usage Data: metadata and telemetry about how the Service is used (e.g., feature usage, performance, logs), excluding Customer Data content where possible.

4. Account and security

Customer is responsible for all activity under its Workspace, maintaining credential security, ensuring Users comply with these Terms, and assigning roles correctly.

Customer must notify us promptly of suspected unauthorised access. We may suspend access if we believe there is a security risk.

5. Licence and acceptable use

We grant Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the subscription term for Customer's internal business purposes.

Customer and Users must not:

• use the Service unlawfully;
• upload malware;
• disrupt or attempt to compromise security;
• access other customers' data;
• reverse engineer (except where legally permitted);
• resell the Service without written agreement.

We may enforce rate limits and fair use controls.

6. Customer policies and compliance

Customer is solely responsible for configuring policies and workflows (leave entitlement, expense rules, approvals, invoice formats, tax/VAT handling, retention rules) and for compliance with all applicable laws.

The Service does not provide legal, HR, tax, or accounting advice.

7. Module-specific terms

Invoices/Quotes/Receipts: Customer is responsible for accuracy of content and any tax/VAT values. Payment processing is not included unless explicitly stated. Payment statuses may be set manually by Customer/Users.

Expenses/Receipts: Customer is responsible for verifying receipts and policy compliance.

Leave management: Balances and approvals depend on Customer configuration; Customer is responsible for employment compliance.

Resource allocation: Planning-only; Customer is responsible for operational decisions.

8. Customer Data and our use

Customer owns Customer Data. Customer grants us the right to process Customer Data to provide, secure, and improve the Service.

We may collect and use Usage Data to operate, secure, support, and improve the Service. We may create aggregated/de-identified datasets that do not identify Customer or individuals and use them for analytics, benchmarking, and product improvement.

Customer must not upload unlawful content or highly sensitive personal data unless necessary and lawful.

9. Subprocessors

We may use third-party providers (hosting, storage, communications, analytics) to deliver the Service. Customer authorises this subject to our DPA where applicable.

10. Fees, renewals, and no refunds

Fees are as stated on the website/order form/in-app checkout. Subscriptions renew automatically unless cancelled.

Except where required by law or explicitly stated in writing, fees are non-refundable and no credits are provided for partial periods or unused usage.

Fees exclude taxes unless stated. Customer is responsible for applicable taxes.

We may change pricing with reasonable notice; changes apply at the next renewal or as permitted by law.

11. Suspension and termination

We may suspend access immediately for breach, suspected fraud/unlawful use, security/stability risk, legal requirement, or overdue fees.

Customer may cancel according to billing settings or order form.

We may terminate for material breach not cured within [10] days after notice, or immediately for serious breach/security risk.

After termination, access ends and Customer should export data before termination where possible. We may delete Customer Data after a reasonable period, subject to backups and legal obligations.

12. Availability, changes, and support

We do not guarantee uninterrupted availability. Any SLA must be in a separate written agreement.

We may modify the Service to improve security, performance, or usability.

13. Intellectual property

The Service and all related IP are owned by us or our licensors. No rights are granted except as stated.

Feedback may be used by us without compensation.

14. Confidentiality

Each party will protect the other's confidential information using reasonable care and use it only to perform obligations under these Terms.

15. Warranties and disclaimers

To the maximum extent permitted by law, the Service is provided "as is" and "as available". We disclaim all warranties, including merchantability, fitness for purpose, and non-infringement. We do not warrant uninterrupted or error-free operation.

16. Limitation of liability

To the maximum extent permitted by law, we are not liable for indirect or consequential damages, or loss of profits, revenue, business, goodwill, or data.

Our total aggregate liability is limited to the fees paid by Customer in the 3 months immediately preceding the event giving rise to the claim.

Nothing limits liability that cannot be limited by law (e.g., fraud, death/personal injury caused by negligence).

17. Indemnity

Customer will indemnify and hold us harmless from claims arising out of Customer Data, Customer configuration/policies, Customer breach of these Terms, unlawful use of the Service, or infringement caused by Customer materials.

18. Governing law

These Terms are governed by the laws of England and Wales, and courts of England and Wales have exclusive jurisdiction.

19. Changes to Terms

We may update these Terms. Continued use after the effective date means acceptance of the updated Terms.