Terms of Use

Introduction

Welcome to Tyalls! We are excited to be working with you, providing a low-cost, online report-viewer, workflow and auditing tool designed to meet the financial and operational management requirements of every hotel. Before you get started using Tyalls, we need you to review and accept the following terms that are relevant to how you use Tyalls.

The ownership setup for hotels can be quite complicated, so we aim to keep this Agreement simple for you to understand. There are no lock-in clauses and no hidden costs, but it is important to us and our customers that we can continue to keep our products running smoothly, quickly and without distraction, which is why we place an emphasis on how Tyalls is used, and who uses Tyalls. When we use the terms “You” or “Your” throughout this Agreement, it means both you and any entity or firm you are authorised to represent.

These are your legal rights and obligations, so please review carefully.

1. Definitions

“Agreement”

means these Terms of Use.

“Confidential Information”

Includes the terms of this Agreement and all confidential, proprietary, and trade secret information in any form disclosed or exchanged between the parties pursuant to this Agreement, but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

“Commencement Date”

means the date of acceptance of this Agreement.

“Data”

means any data inputted by you or with your authority into the Website or otherwise through Tyalls.

“Fees”

means the fees payable by you as set out on our website, or otherwise advised to you in writing, as varied in accordance with this Agreement.

“Intellectual Property Right”

includes any and all registered or unregistered rights in, including rights to apply registration, renewal or extension in, any copyrights, patents, inventions, discoveries, trade secrets, processes, methodologies, know-how, specifications, computer programs or software, source or object codes, trademarks, logos, designs or confidential information or any rights of a similar nature under the laws of Australia or anywhere else in the world.

“Platform”

means the software platform provided by us to you through the Website, which provides access to the Service.

“Service”

The information in this document and any attachment are confidential, privileged and otherwise protected from disclosure. If you are not the intended recipient or have received this in error, please contact Alt5 Group immediately, then destroy any electronic and paper copy of this document. You must not copy this document or any attachment, or disclose the contents to any other person.

means the online report viewer, workflow and audit management service made available (as may be changed or updated from time to time by us provided there is no material reduction in the features, functions and performance capabilities of the Service) via the Website and/or the Platform, and any other services, information or resources we may provide by us through the Website and/or the Platform.

“Website”

means the Internet site at the domain www.tyalls.com or any other site operated by us.

“User”

means any person, representative or entity engaged by you or a Subsidiary that uses the Service from time to time.

“Subsidiary”

means any of your subsidiaries (as that term is defined in the Corporations Act 2001 (Cth)) that registers to use the Service.

“Support Services”

means the support-related services provided by us to you, a Subsidiary or a User.

2. Use of Software

We grant you a personal, revocable, worldwide, non-assignable and non-exclusive licence to access and use Tyalls solely to enable you, the Subsidiaries and the Users to use and enjoy Tyalls as intended by us and in accordance with this Agreement, and subject to any other limitations we may determine in our discretion from time to time (Licence). You must not copy, modify, distribute, sell or lease any part of our Intellectual Property Rights.

You acknowledge and agree that:

All Subsidiaries must be approved by us before they can access or otherwise use Tyalls pursuant to this Agreement;

You must procure that any and all Subsidiaries and Users that access or otherwise use Tyalls comply with the terms and conditions under this Agreement so far as they apply to you as if they were a party to this Agreement;

Whatever your role, when you use Tyalls you agree to follow the Access Conditions in Clause 3.2 below. Please read them and make sure you understand what you should and shouldn’t do;

You indemnify us against any and all claims, liabilities, costs, damages and expenses that arise in connection with a Subsidiary or User doing or omitting to do any act which, if done by you, would be in breach of this Agreement;

You must, upon request by us, provide us with all information we reasonably require with respect to your use of Tyalls and any Subsidiaries and/or Users that have access to or are otherwise using Tyalls;

If we reasonably determine that a Subsidiary or User is harming or otherwise misusing Tyalls, we may notify you that such Subsidiary or User is no longer permitted to access or otherwise use Tyalls (Disqualified Persons). You must procure that all Disqualified Persons do not access or otherwise use Tyalls until such time as we determine and inform you that the relevant Subsidiary or User is no longer a Disqualified Person; and

Subject to and without limiting anything else in this Agreement, you may determine which Subsidiaries and/or Users have access to use Tyalls pursuant to the Licence granted to you by us.

3. Your Obligations

1. Payment Obligations

You must pay the Fees at the rate and in the manner specified on our website. All Fees are GST exclusive unless specifically stated otherwise and you agree to pay any applicable GST and other applicable taxes to us if we provide you with a valid tax invoice that complies with all GST laws.

You must pay the Fees, without set-off or deduction, within the timeframes specified in Schedule 1, and in any case, within 21 days from the date of your receipt of an invoice issued by Us under this Agreement. Where Schedule 1 provides that the timing of payments for Fees are based on milestones, You agree to pay such Fees within 14 days of us advising you in writing of the achievement of that milestone.

The Fees set out in Schedule 1 are fixed for a period of 12 months following the Commencement Date (Initial Period). After the Initial Period, the Fees are subject to change for reasons including, but not limited to, a Consumer Price Index (CPI) increase as stipulated by the Reserve Bank of Australia from time to time, or a change to the nature of Support Services provided to you. We will give you at least 90 days prior written notice of any such changes to the Fees. If you do not accept an increase to the Fees you must terminate this Agreement by giving us 90 days written notice in accordance with clause 8.

All our invoices will be sent to you, or to a Billing Contact whose details are provided by you, by email. If our invoices are not paid within 21 days of receipt then until paid in full we may charge interest on the account at a rate equal to the cash rate target specified by the Reserve Bank of Australia plus three percentage points, and with interest on your account to accrue daily from the date you were required to pay. Alternatively, we may deactivate access to your account until payment has been received.

2. Access Conditions

You must ensure that all usernames and passwords required to access Tyalls are kept secure and confidential. You must immediately notify us of any unauthorised use of User passwords or any other breach of security and we will reset your password. You must take all other actions that we reasonably deem necessary to maintain or enhance the security of Tyalls, any of our computing systems and networks, and Your access to the Services.

While we can’t cover everything here, examples of the Access Conditions of this Agreement include that you must:

not attempt to undermine the security or integrity of Tyalls, our computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;

not use, or misuse, Tyalls in any way which may impair the functionality of Tyalls, or other systems used to deliver Tyalls or impair the ability of any other user to use Tyalls;

not attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access, nor to the computer system on which Tyalls is hosted;

not transmit, or input into Tyalls, any: files that may damage any other person’s computing devices or software; content that may be offensive; or material or Data in violation of any law or another person’s Intellectual Property Rights (including Data or other material protected by copyright or trade secrets which you do not have the right to use); and

not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver Tyalls or to operate Tyalls in any way other than in accordance with this Agreement.

3. Usage Limitations

The use of Tyalls may be subject to reasonable limitations, including but not limited to reasonable monthly import volumes. Any such limitations will be advised from time to time. Where requested by you, we may address any such limitation(s) in accordance with a further engagement to be agreed between you and us, however You acknowledge that our acceptance of such an engagement may be subject to additional fees.

4. Indemnity

You indemnify and hold us (and our directors, employees and agents) harmless from and against all claims, liabilities, costs, damages, loss or expenses (including reasonable legal fees) arising from:

Your breach of this Agreement or any obligation you may have to us, including (but not limited to) any costs relating to the recovery of any Fees that are due but have not been paid by you;

any act or omission of any Subsidiary or User, which, if done by you, would be in breach of the terms and conditions of this Agreement so far as they relate to you; and

any breach by you, a Subsidiary or a User of any applicable law or the rights of a third party, except to the extent that we cause or contribute to the relevant loss or damage.

4. Confidentiality and Privacy

1. Confidentiality

Except to the extent that the party to whom the relevant Confidential Information belongs has given prior written consent, or unless required to do so by law:

Each party will preserve the confidentiality of all Confidential Information of the other parties obtained in connection with this Agreement. Each party must not, without the prior written consent of the party to whom the relevant Confidential Information belongs, disclose or make such Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by this Agreement.

Each party’s obligations under this clause will survive termination of this Agreement.

The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:

is or becomes public knowledge other than by a breach of this clause;

is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

is independently developed without access to the relevant Confidential Information.

2. Privacy

We maintain a privacy policy that sets out how we collect, hold, use and disclose personal information. You should read that policy at www.tyalls.com/privacy-policy and you will be taken to have accepted that policy when You enter this Agreement or otherwise use Tyalls.

We will collect, hold, use and disclose your personal information strictly in compliance with all applicable privacy laws and regulations including the Australian Privacy Act 1988 and the Australian Privacy Principles.

5. Intellectual Property

1. General

Title to, and all Intellectual Property Rights in, Tyalls, and any documentation relating to the Services, are and remain the property of us.

2. Ownership of Data

We do not claim ownership of the Data and You will continue to own any and all Intellectual Property Rights in such information. However, you agree to grant us a non-exclusive, worldwide and royalty-free licence to store and use such information to provide the Services and otherwise in accordance with this Agreement and our Privacy Policy, for the Term of this Agreement and for sixty (60) days following the date of termination.

3. Backup of Data

You must maintain copies of all Data inputted into Tyalls. We endeavour to adhere to our best practice policies and procedures to prevent data loss, including a regular system data back-up regime, but we do not make any guarantees that there will be no loss of Data.

6. Warranties and Acknowledgements

1. Authority

You warrant that you have the authority to enter this Agreement.

2. Acknowledgement

You acknowledge and agree that:

Nothing in this Agreement confers, or purports to confer, a right or benefit on any person other than you. You agree that:

You are responsible for ensuring that you and any of your Subsidiaries and Users comply with the terms and conditions of this Agreement;

You are responsible for any person who you give access to information or Data, and you agree that we have no obligation to provide any person access to such information or Data and may refer any requests for information to you to address; and

You will indemnify us against any liability, costs, claims or loss arising from or otherwise relating to:

Our refusal to provide any person access to your information or Data in accordance with this Agreement,

Us making available your information or Data to any person in accordance with this Agreement

The provision of, access to, and use of, Tyalls is on an “as is” basis.

We do not warrant or represent that the use of Tyalls will be uninterrupted or error free, however we will remedy any defects or problems in accordance with Schedule 2 (Support Services). Among other things, the operation and availability of the systems used for accessing Tyalls depends on third parties and certain connections including public telephone services, computer networks and the Internet, that can be unpredictable and may from time to time interfere with or prevent access to Tyalls. We are not in any way responsible for any such interference or prevention of Your access or use of Tyalls for events or circumstances beyond our reasonable control including but not limited to acts or omissions of third parties who are not our agents or subcontractors.

It is your sole responsibility to determine that Tyalls meets the needs of your business and are suitable for the purposes for which they are used.

3. Warranties

We have the skills, qualifications and experience necessary to perform the Services in accordance with this Agreement and in compliance with all applicable laws;

The Services will be fit for their intended purpose;

The Services will be provided by us with reasonable care and skill;

The Services and your use of the Services in accordance with the terms of this Agreement will not infringe the rights including the intellectual property rights of any third party;

The Services will have the features, functions and performance capabilities detailed in Schedule 3 or such improved or enhanced features, functions and performance capabilities that we subsequently develop;

We have the full power and authority to provide the Services and to grant you the rights and perform our obligations under the terms of this Agreement.

To the maximum extent allowed at law, all representations and warranties with respect to Tyalls, other than those expressly included in this Agreement, are excluded.

4. Consumer Guarantees

You warrant and represent that you are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or this Agreement.

7. Limitation of Liability

To the maximum extent permitted by law, each party excludes all liability and responsibility to the other party for any indirect and consequential loss and damage suffered in connection with this Agreement including loss of revenue and loss of profits, excluding consequential loss (loss of revenue and/or profits) caused by your breach of clause 3.2 (Access Conditions) of this Agreement.

To the maximum extent allowed at law, our liability to you is limited to:

the re-supply of Services, or the cost of having the Services provided again provided however that this limitation of liability does not apply to:

Our breach of confidentiality and privacy obligations set out in this Agreement;

Any claims by a third party that your use of the Services in accordance with this Agreement infringes the rights including intellectual property rights of any third party;

Any fraudulent or unlawful conduct by us or our agents.

With the exception of claims for matters set out in paragraphs (a), (b) and (c) above, our liability to you will not exceed the Access Fees paid by you in the previous 12 months.

If You are not satisfied with the Service, then you have the right to terminate this Agreement in accordance with Clause 8.

8. Termination

1. No-Fault Termination

Either party may terminate this Agreement at any time by giving the other party ninety days’ written notice.

2. Breach

If either party (the “Defaulting Party”):

Breaches any of the terms of this Agreement (including, without limitation, by failing to pay any Fees when due) and does not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;

Breaches any of the terms of this Agreement and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Fees that are more than 30 days overdue); or

Becomes insolvent or goes into liquidation or has a receiver or manager appointed of any of its assets, or if the Breaching Party makes any arrangement with its creditors, or becomes subject to any similar insolvency event in any jurisdiction, the other party (the “Non-Breaching Party”) may take any or all of the following actions, at its discretion:

Terminate this Agreement;

If we are the Non-Breaching Party, we may suspend for the duration of the breach until rectified, or terminate Your, any Subsidiaries’ and/or any Users’ use or access to all or part of Tyalls.

3. Accrued Rights

Termination of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement:

You will remain liable for any accrued Fees (on a pro rata basis) and charges and amounts which become due for payment before or after termination; and

You, the Subsidiaries and the Users must immediately cease to use Tyalls.

4. Return of Data on Termination

Upon termination of this Agreement for any reason, You may provide us with a written request that You wish us to export certain Data as well as certain of Your raw transactional data while You used Tyalls (Remaining Data) from our system to You. Upon receiving Your request, we will provide You such Remaining Data in a suitable form (acting reasonably) within 60 days of Your request. If You do not make a written request to us for such a data export within 60 days of termination, we reserve the right to delete any such data from our system without further notice.

5. Expiry or Termination

Clauses 3.1, 4, 5, 6, 7, 8, 9 and 11 survive the expiry or termination of this Agreement.

9. Disclaimer

By accessing and using Tyalls, You agree not to hold us responsible for things other users post or do.

Please note that as there are many factors beyond our control that may affect the performance or compatibility of Tyalls with certain software or hardware, we cannot promise that Your use of Tyalls will be uninterrupted or error or defect free.

10. Help Desk

1. Technical Problems

In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting us. If You still need technical help, please check the support provided online by us on the Website or failing that email support@tyalls.com.

2. Service availability

We will use reasonable commercial endeavours to ensure that the Services will be available 24 hours a day, seven days a week, however it is possible that on occasions Tyalls may be unavailable for short periods of time to permit maintenance or other development activity to take place. We will provide you with reasonable prior written notice of any such temporary scheduled outages.

If for any reason we consider that we have to interrupt the Services for longer periods than we would normally expect, we will notify you in writing.

11. General

1. Entire agreement

This Agreement, together with our Privacy Policy and the terms of any other notices or instructions given to You under this Agreement, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and us relating to the Services and the other matters dealt with in this Agreement.

2. Waiver

Any waiver of a party’s powers or rights under this Agreement must be in writing signed by the party entitled to the benefit of that power or right and is effective only to the extent set out in that written waiver. If either party waives any breach of this Agreement, this will not constitute a waiver of any other breach.

3. Delays

We will not be liable for any delay or failure in performance of our obligations under this Agreement if the delay or failure is due to any cause outside our reasonable control.

4. No Assignment

You may not assign or transfer any of Your rights or obligations under this Agreement to any other person without our prior written consent.

5. Severability

If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. If and to the extent that this is not possible, any term or part of a term under this Agreement that is void, voidable or unenforceable will be severed from this Agreement and will not affect the continued operation of the remaining terms of this Agreement.

6. Notices

Any notice given under this Agreement by either party to the other must be in writing. Notices to us must be sent to enquire@tyalls.com or to any other email address notified by email to You by us. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.

A person who is not a party to this Agreement has no right to benefit under or to enforce any term of this Agreement.