Terms and Conditions

What is the TallyPlatform

Designed and built by Tally Ltd ("TCB”), a Guernsey-incorporated Non-Bank Financial Institution (“NBFI”), and its UK-incorporated wholly-owned subsidiary, TallyMoney Ltd (TML or “us” / “we”), the Tally platform technology and ecosystem (“TallyPlatform”) is a non-fiat monetary system and full-reserve banking platform that enables customers to use the value of London Bullion Market Association (“LBMA")-certified ethically-sourced physical gold as digital money, called tally® (spelt with a lowercase “t”), that seamlessly operates with the incumbent fiat currency fractional-reserve banking system.

Your (or, “he/she”, “him/her”, or “you” as the “Applicant” or “Customer”) use of the TML smartphone app (“TallyApp”) and tallymoney.com website (“Website”) is governed by these terms and conditions (“Terms”). TML works with multiple partners, including TCB and PayrNet Limited, to deliver its service (“TallyPartners”). For example, your usage of the corresponding Tally Debit Mastercard® (“TallyCard”) that is linked to your TallyAccount is addressed in this document but is also governed by separate terms and conditions (the “Consumer Cardholder Terms”), which are available in the TallyApp and on the Website. You should read all of these documents carefully before you use the TallyApp or the TallyCard, as these Terms, along with our Privacy Policy, form the legal relationship between you and TML, and govern the opening, usage and closing of your TallyAccount with us and other services relating to same.

How can you contact us or learn more about us?

If you have comments or questions, please contact [email protected] Additionally, we recommend that you familiarise yourself with our “Frequently Asked Questions“ about Tally products (including the TallyAccount, TallyCard, TallyApp) and tally®, published on our TallyApp and the Website. If you prefer, you may also call us on 0203 8580373 or write to us at TallyMoney Ltd, 22 NW Works, 135 Salusbury Road, London, NW6 6RJ. Our response method and timing will vary depending upon the circumstances, but any response will be in English via the TallyApp, email, phone, text message or letter to your home address. If we communicate with you by telephone, you accept that your call may be recorded and may be used as evidence in any dispute between the parties. If any of your contact information changes, please let us know as soon as possible.

General Overview?

1. accepts that these Terms and the documents referred to in them govern the contractual relationship between TML and the Customer;>
2. accepts that in the event of a discrepancy between these Terms and the content of the Website or the TallyApp, these Terms will always prevail;
3. represents that he/she has fully read and understood these Terms;
4. consents to be bound by these Terms, and by the rights and obligations created here within;
5. accepts that he/she agrees to use the TallyPlatform to transfer in/out, hold and spend tally® using any medium provided by TML and for no other purpose;
6. accepts that a unit of tally® is 1 milligram of physical gold stored by TCB’s Treasury department (“Treasury”) and allocated to the Customer, the value of which will fluctuate to reflect the global gold market wholesale sell price of LBMA-certified 1 kilo gold bars;
7. accepts that neither TML, TCB nor or any their employees, officers or agents (together “Tally Parties”) are able to provide any advice on the merits or otherwise of owning tally® and it is up to the Customer to decide whether holding money tied to the value of gold is suitable to his/her circumstances. Nothing contained on the TallyPlatform or provided to the Customer by Tally Parties shall constitute financial or legal advice;
8. understands that TML will deduct certain fees in accordance with these Terms in respect of the operation of the TallyPlatform and/or transactions on it from time to time in accordance with its fee table located within the TallyApp (‘Fees, Charges & Limits Information’);
9. acknowledges that TML reserves the right to close his/her TallyAccount, sell his/her tally® and arrange for the return of his/her funds via PayrNet to him/her in fiat currency (at the prevailing current market wholesale sell rate of 1 kilo bars of LBMA-certified gold bars that his/her tally® represents, less any and all commissions and fees due), if TML reaches the conclusion that the Customer has breached any of these Terms, without any recourse from the Customer, or future liability for any Tally Parties;
10. accepts that TML may change the TallyApp, or the Website and products or services offered in relation to same, without first notifying the Customer;
11. accepts the material displayed on the Website are provided without any guarantees, conditions or warranties as to its accuracy;
12. gives permission to TCB and TML to correct administrative errors in respect of your TallyAccount or if tally® have been incorrectly credited to your TallyAccount.

Introduction and purpose of our business relationship

1. Our Agreement with you is made up of these Terms, and Additional Service Terms and the Privacy Policy.
2. The TallyPlatform is a service that, upon acceptance by TML of a user’s application to open a TallyAccount on the TallyApp, the TallyAccount holder can transfer in, transfer out, save, spend or transfer tally® peer-to-peer through the TallyApp, and spend through the TallyCard.
3. The tally® in your TallyAccount shows the weight of gold we are holding on your behalf (each tally® = 1 milligram). Your TallyAccount also shows the equivalent fiat currency value available for making transfers out, payments or spending by using your TallyCard. When a payment out or purchase is made, you are giving instruction to sell the relevant amount of your tally® and complete the transaction by delivering the equivalent amount of fiat money through your TallyAccount to the recipient’s bank account. When you transfer money into your TallyAccount you are giving us instruction to buy you the relevant amount of tally® it equals.

Registering in the TallyApp and Creating a TallyAccount

1. Applicants may establish a TallyAccount and become a TML customer by completing the registration procedure set forth in the TallyApp, which process also utilises your applicant’s valid email address and valid mobile number.
2. To open a TallyAccount you must:
1. follow the instructions set out in the registration page of our sign up Website including completing all requested information set out on the registration page. TML relies on the information submitted in your application, and in your application you warrant and represent to TML the truth, accuracy and completeness of all information provided in your application to us;
2. be at least 18 years of age;
3. be a resident of the UK;
4. maintain an active address, phone number and email address; and
5. satisfactorily pass all of our required identity and security validation and verification checks.
3. Customers shall notify TML immediately of any changes to the information he/she provided to TML when registering to create an account including any changes of address or name.
4. Upon registration, the Customer must comply in full with these Terms and the Consumer Cardholder Terms at all times. TML reserves the right to restrict or terminate the Customer’s usage of the TallyApp where TML believes there has been improper use of its service, which includes, without limitation, any use of the TallyApp, TallyPlatform, TallyCard or the TallyAccount:
   1. for any activity which has the purpose or effect of causing damage to, or in any way hindering TML’s business operations or generating or increasing a liability on TML, including without limitation any tax, levy or duty collecting authority; or
   2. that seeks to manipulate the value of tally® in bad faith or in a manner which TML believes has the purpose or effect of adversely affecting the integrity of the TallyPlatform;
   3. for illegal means, including the transmission of illegal, defamatory, explicit or other inappropriate content, or to facilitate any of the foregoing;
   4. which threatens the stability, security or accessibility of the TallyPlatform, or the reputation of TML, TCB or the TallyPlatform;
   5. seeking to operate more than one TallyAccount (save for business accounts);
   6. which contravenes at TML’s sole discretion fair use limits;
   7. where the Customer is deemed to have been directly or indirectly abusive towards TML staff or other TML customers or has otherwise defamed TML, its parent or any of its staff;
   8. if, in its reasonable opinion, TML believes the continuation of the service would be detrimental to other Customers or its business generally;
   9. if the Customer is deemed to have breached or circumvented (or attempt to breach or circumvent) any of the security restrictions on use of the TallyPlatform and/or the TallyApp
5. Such restrictions can prevent the Customer from accessing his/her TallyAccount or the TallyApp. If TML terminates your TallyAccount the Termination provisions under clause ‎17 shall apply.

Data Protection and Privacy

1. The use of your personal data by TML and TallyPartners will be governed by the terms of our Privacy Policy found in the TallyApp and on our Website. By accepting these Terms, you acknowledge your acceptance of our Privacy Policy and it is important that you read that information. Where there is an inconsistency between these Terms and the Privacy Policy, the provisions of the Privacy Policy shall prevail. The personal information we have collected from you will be shared with fraud prevention agencies who will use it to prevent fraud and money-laundering and to verify your identity. If fraud is detected, you could be refused certain services, finance, or employment. Further details of how your information will be used by us and these fraud prevention agencies, and your data protection rights, can be found in our Privacy Policy.

Using the TallyApp

1. You take full responsibility and liability for all your transactions and instructions carried out on the TallyPlatform and TallyApp;
2. All transactions on the TallyPlatform and TallyApp are recorded electronically in the TallyAccount using tally® as the unit of account. Each tally® represents one milligram of physical allocated gold. You buy the total number of tally® to two decimal places, equal to the amount of fiat currency at the exchange rate at the time the funds are received. You are only able to transfer or spend up to the number of tally® that you are recorded on the TallyPlatform as owning, as displayed in your TallyAccount.
3. You acknowledge and agree that TML will carry out ongoing updates to the TallyApp, and as the TallyApp is updated, you will need to download any updates we provide to maintain the optimum operational functionality and integrity of the TallyApp.
Payments

4. As part of your application to open a TallyAccount you will be asked to specify a single bank account from which your first payment is made (“Customer’s Bank Account”), which will need to be in the name of the TallyAccount holder.
5. TML reserves the right to reject or limit payments and withdrawals in and out of your TallyAccount.
6. Payments from a bank account that is not a Customer’s Bank Account can be held until reasonable supporting evidence can be provided by the Customer regarding source of funds.
7. Where sums exceeding the equivalent of €10,000 (or such other sums in the thousands of pounds as TML considers appropriate) “Flagged Amount” are paid into or out of your TallyAccount, TML is entitled to delay completion of the relevant transaction pending your providing further details on the source of funds and purpose of the transaction.
8. We accept no liability for funds you pay in to your TallyAccount that we are unable to return because you cannot satisfy anti-fraud or anti-money laundering regulatory or legal requirements.
9. We do not accept physical cash or gold, cheques, banker’s drafts or unreferenced deposits as a means of crediting a TallyAccount, and only accept monies by electronic funds transfer.
10. All payments into the TallyAccount must take the form of cleared funds from a bank or electronic money account.
Accepted Currencies

11. The TallyPlatform accepts payments in Pounds Sterling (pounds) and Euros. The global gold market wholesale sell price of LBMA-certified 1 kilo bars of gold bullion is used to calculate the pounds value of tally® on the TallyPlatform.
Peer to Peer transfers of tally®

12. You can transfer tally® to another customer’s TallyAccount. If tally® is transferred peer-to-peer, the relevant number of tally® will be deducted from your TallyAccount and we will credit the same number of tally® to the payee’s TallyAccount. In order to make a peer-to-peer transfer both the payer and payee need to have a TallyAccount.
Offers or promotions

13. On occasion, we may introduce certain specific offers or promotions. These will be subject to additional, separate terms and conditions that shall sit alongside these Terms, such as Tally’s one-year fixed-rate savings product (“Fixed-Rate Safe”). In any case, any and all TML offers, or promotions may be contingent upon the Customer first transferring and depositing an amount into their TallyAccount prior to us crediting the Customer with the amount of tally® that is detailed in the subject of the relevant offer or promotion.
Additional services

14. Customers who have opened a TallyAccount may be able to use additional services such as our Fixed Rate Safe (“Additional Services”). These Terms shall apply to your use of any Additional Services. If there are any inconsistencies between these Terms and the Additional Service Terms, the latter will apply.
Using the Tally App

15. When you make a payment to your TallyAccount, tally® shall be purchased on your behalf equivalent to the sum paid at the prevailing market wholesale buy price for 1 kilo gold bullion bars, and credit your TallyAccount with tally® (1mg = 1 tally®) accordingly. Conversely, when you sell or spend tally® via the TallyApp or your TallyCard, TML shall sell such equivalent amount of your tally® and via PayrNet apply the fiat proceeds to satisfy the relevant purchase, payment or transfer.
16. Customers who hold a TallyAccount will be issued with a TallyCard. You can use your TallyCard to make payments using tally® thereby instructing us to sell part of your tally® and via PayrNet use the fiat proceeds to purchase the goods or services. If you are going abroad please notify us in advance to ensure that our system does not block your payments as potentially fraudulent transactions.
17. Customers may provide instructions through the TallyApp to transfer tally® equal to a fiat amount, through PayrNet to a bank or e-money account with an IBAN that is set up as a payee. Such transfer instructions will most often be executed using the UK Faster Payments network and should arrive within minutes but it can take longer if PayrNet make a BACS transfer or if the sum is in excess of the Flagged Amount (as per clause 4.7), it may take up to 3 business days to clear. Any charges (e.g. international transfer fees) will be deducted from the proceeds returned to the Payer or the Payee’s bank account will accept the associated fees. TML accepts no responsibility or liability for other fees charged in other parts of the banking system (e.g. your funds being received by a SWIFT correspondent bank, prior to arriving at your bank when an international transfer is being processed).
18. If a Customer makes a Payment Out, any fees owed to TML, or any compliance costs associated with your applicable instruction, may be deducted in tally® from the amount the Customer has instructed to be paid out.
19. TCB as well as TML reserves the right to conduct extra security and/or money laundering checks before acting on a Customer Withdrawal Request to preserve the integrity of its service and comply with its legal obligations.
20. TML may from time to time impose periodic limits on the amount of tally® that can be purchased, which may change without notice.
Security and login

21. Each Customer is responsible for keeping their login details, TallyCard and PIN (“Security Credentials”) secure. If you need to change your password, you can do so within the TallyApp by clicking “Forgotten Password” and inputting the email address connected to your TallyAccount. You should check your TallyAccount regularly for suspicious transactions. In the event you become aware of any such transactions or if you lose your TallyCard or it is stolen, you should "freeze" your TallyCard immediately using the in app card locking function, and contact TML immediately to order a replacement TallyCard. TML will not be responsible or liable if you:
1. have not kept your Security Credentials safe;
2. do not “freeze” (lock) your card immediately
3. input the incorrect information.

Payments in fiat currency

1. Any fiat currency (e.g. pounds, euros) sent to a TallyAccount will be received and held (if necessary) by PayrNet and upon receipt by TML be used to purchase tally®. TML does not at any time hold any fiat currency on behalf of customers.
2. In the event that your TallyAccount is closed, your tally® net of any outstanding fees or costs due to us, will be exchanged for fiat currency and, subject to regulatory requirements, be returned to your Customer’s Bank Account.

Custody of the Gold represented by your tally®

1. TCB/TML use third party vault operators and storage providers to provide secure custody of such gold bullion bars equivalent to the number of tally® in issue at any one time, and by acquiring tally® in accordance with these Terms, you authorise TCB/TML to act as agent to arrange the storage and insurance of any gold purchased in conjunction with the issue of tally® to you.
2. TCB/TML shall hold gold on behalf of the Customer equal to the weight represented by the number of tally® in the Customer’s TallyAccount.
3. TCB or TML will engage a member of the London Bullion Market Association (or any successor body) to buy, sell and store gold purchased on the issuance of any tally® (“Custodian”).
4. TCB or TML will pay the Custodian the fees for ringfencing and allocating customer value of the gold. These fees are included in the annual fees for the TallyAccount, which are detailed in the Fees, Charges & Limits Information Document.
5. In the event of loss or damage of any gold held by the TAL/TML a pro rata amount of tally® shall be deducted from your TallyAccount and any proceeds of insurance relative to the amount of tally® attributable to you for such loss shall be credited to your Customer Bank Account or used to purchase further tally® at the option of the Customer.
6. Customers may not inspect the gold purchased by TAL/TML. The industry accredited high security facility where TAL/TML stores the physical gold bullion that it holds on behalf of its customers, is not a retail outlet. TAL/TML has an independent daily reconciliation and verification process in place, conducted by the company’s auditors with TAL/TML’s London Bullion Market (“LBMA”) accredited precious metals brokers and vaulters, and its banking API provider.
7. Gold purchased under these Terms will be held as weighed bars of gold in vaults operated by the Custodian in Switzerland or other locations agreed between TML and the Custodian from time to time.
8. TAL/TML warrants that your gold is held as security for the sole purpose of ensuring proper safekeeping, and legal protection of your assets within professional vaults.
9. TAL’s/TML’s storage partners also provide industry specific insurance cover to protect our gold holdings. This cover to you is included in our fee structure. TML’s storage partners provide TML with documentary evidence of this insurance.
10. The quantity of tally® which is owned by TML’s Customers at all times represents 100% of the weight of physical gold bars stored on behalf of Customers (i.e. if it was ever required, it would be possible to sell the bullion and distribute the fiat currency proceeds amongst TML’s Customers in quantities proportionate to the number of tally® owned).

Fees

1. TML will follow the fees structure as modified from time to time as described in the Fees, Charges & Limits Information. TML reserves the right to change its fees, charges and limits structure in accordance with clause ‎8.3.
2. The Customer authorises TML to deduct from his/her TallyAccount such number of tally® to satisfy any fees the Customer owes, and/or incurs.
3. TML reserves the right to charge and collect administrative fees to cover costs incurred by TML assisting clients in extraordinary, unique and unpredictable circumstances. TML will retain complete discretion to decide what constitutes such extraordinary, unique and unpredictable circumstances. In such a scenario, TML shall advise the Customer of any such charges.
4. TML will pass on to you all bank charges and any other costs incurred or suffered by us or by your instruction, to reverse, recall or modify any payment except as the result of any error on our part. Some of these charges are levied by us to offset the costs we incur from our banking providers for making payments. If the banks we use charge us more to process any payments, we may have to pass this cost onto you.
5. Each fee that the Customer is charged shall be recorded for their records in their client statement, along with a reasonable explanation for its incurrence by TML.
6. The Customer acknowledges their complete responsibility for telephone, satellite, TV, and/or internet service provider charges incurred by them whilst using the TallyPlatform.

Changes in Terms or fee structure

1. Subject to a 60-day notice period and communicated to the Customer via email correspondence and/or other forms of communication (including the TallyApp) where possible, TML may alter its fee structure and fee collection methods;
2. TML may amend these Terms where it communicates such amendment via email correspondence and/or other forms of communication where possible. Where we make such amendments and you do not accept such amendments you may notify us that you wish to close your TallyAccount (see clause ‎15 (Termination)). If you do not notify us of your desire to close your TallyAccount within the 60-day notice period then you will be deemed to have accepted any such amendments.

Record Keeping

1. TML is responsible for ensuring satisfactory company records and accounts so that relevant third parties can audit TML as dictated by regulations, and to preserve the ongoing integrity of the TallyPlatform, business model and mode of operation.
2. TML will maintain and keep record of interviews or other interaction with you and other information collected by us or our Tally Partners from you for at least seven (7) years following the closure of your account.

Failure of TML IT infrastructure

1. TML backs up its databases to location independent cloud storage facilities and in accordance with applicable data protection regulations to endeavour to mitigate the risk of data loss.

Risk warnings

1. TML (and/or TCB) can not be held responsible for the following risks:
2. Customer decisions to buy or sell tally®, and the merits thereof;
3. fluctuations in the price of tally® relative to a particular fiat currency;
4. monetary geopolitics and their effect on the price of gold;
5. bank failure or financial crisis and their effect on the price of gold;
6. identity theft of any nature;
7. the market for tally® being illiquid due to the prohibition on transfer;
8. being legally prohibited from offering TallyAccounts to persons in certain jurisdictions;
9. TallyPlatform being unavailable for technical reasons; and
10. Force Majeure (defined below in clause ‎22.2).

Insurance

1. TML undertakes to maintain, or use reasonable endeavours to procure its TallyPartners maintain at their cost or the cost of TML, insurance cover in respect of the following:
1. third party theft of gold;
2. damage to gold by fire, flood or other act of god;
3. loss of gold; and
4. data loss.
2. The Customer should be aware that such insurance is likely to be subject to a number of exclusions such as force majeure.

Corrections and Errors

1. TML is entitled to correct administrative errors after the event, and to make all necessary corrections to your account records.
2. No user of the TallyPlatform, including TCB and TML, has the right to profit from system failure. Neither TCB nor TML can be held responsible or liable for failure of external links in the IT infrastructure. You accept this fact and that TCB and TML is entitled to make discretionary system adjustments to resolve any such failure.
3. Where the Customer has reasonable grounds for suspecting that his/her TallyAccount has been tampered with, he/she must immediately contact [email protected] Said communications to Tally will be acknowledged as soon as reasonably possible and in any case no later than 2 Business Days, and responded to as a matter of urgency by a TML employee. The Customer acknowledges that any delay will likely reduce the possibility of TML being able to rectify the situation.

TallyAccount Closure (including in the event of death)

1. TallyAccounts are not designed to be closed by the Customer, as it was intended that they could remain dormant for several months when you do not wish to use the TallyApp or your TallyCard. However, in the rare likelihood that a Customer desires their TallyAccount (and the linked TallyCard) to be closed, TML can give instruction to PayrNet to close their TallyAccount. If you desire to close your TallyAccount, you should contact us via email or phone so that we can assist you with the
matter. Should your TallyAccount be closed, you will no longer be able to use the TallyApp (or any TallyCard that may have been issued in respect of your TallyAccount). Any fees owed to TML will be deducted before we close your TallyAccount and the fiat value of your funds are transferred via PayrNet back to you.
2. We shall have the right (but not the obligation) to close your TallyAccount and terminate these Terms:
1. if at any time if you do not fulfil these terms and conditions (e.g. your Customer’s Bank Account is closed and you are unable to provide your new account details); and
2. upon or at any time after the occurrence of any one or more of the following events:
3. you fail in any respect to fully and promptly comply with any obligations under these Terms;
4. if any of the representations made in these Terms or information supplied by you are deemed to be or become materially inaccurate and you do not update us within a reasonable time period;
5. you refuse to cooperate in an investigation or to provide adequate identity or security information or documentary evidence for verification when requested;
6. if it becomes or may become unlawful for us to maintain or give effect to all or any of our obligations under these Terms or otherwise to carry on our business;
7. if we have reasonable grounds to believe that your Account has been used in connection with a prohibited use in clause ‎2.4;
8. any proceeds of crime are credited to your TallyAccount;
9. if our contracts with TallyPartners that provide services that are essential to the provision of the TallyPlatform are terminated and TML (or TCB as the case may be) is unable to engage a suitable replacement;
10. if we are requested to by any governmental or regulatory authority whether or not that request is legally binding;
11. an event, act or omission occurs that renders these Terms unenforceable, void or discharged (including as a result of illegality or change of law);
12. we consider it necessary to do so for our own protection including (without limitation) in the following circumstances: (i) protection from fraud or money laundering; (ii) protection from market failure; (iii) protection from adverse or volatile market conditions; and (iv) protection from loss by us; or
13. if your behaviour is deemed abusive or threatening - in either public or private forums - towards TML staff members or other customers.
3. In the event of death of the holder of a TallyAccount, your estate or next of kin should contact [email protected] where one of our team shall take them through the procedures to close the account. Through these procedures, TML endeavours to process your TallyAccount with the instructions of your legally authorised executors or estate administrators.
4. TML reserves the right to suspend your TallyAccount without notice where TML determines you have breached these Terms (or other terms incorporated by reference herein), or we have reason to believe your TallyAccount has been compromised. If TML makes a decision to close your TallyAccount, we will sell your tally® and net of any fees owed to us, and provided it is permitted by law return your funds in fiat currency via PayrNet to your Customer’s Bank Account, less any costs PayrNet may
charge in doing so.
5. Upon the effective date of termination:
1. you will no longer be able to make payments in or out of tally® using your TallyAccount or TallyCard;
2. we will sell net of fees any tally® in your TallyAccount and return the fiat currency proceeds via PayrNet to your Customer’s Bank Account;
3. we will retain your Data to the extent we need to do so to comply with our legal obligations.
6. TML reserves the right to deducts sums due to TML from the Customer prior to fiat currency being transferred pursuant to clause ‎14.5.
7. TML reserves the right to delay the return of funds pursuant to clause ‎14.5 in order to fulfil its legal obligations including in respect of money laundering legislation and other laws.

Actions for Dormant Accounts

1. If a Customer fails to access his/her TallyAccount for 6 months and there is insufficient tally® in their account to pay for any amount due, the TallyAccount shall be deemed to be dormant. TML may elect to close a dormant TallyAccount but will use reasonable endeavors to contact the Customer, which for the avoidance of doubt shall not require TML to incur costs that are likely to be excessive in relation to the value of the tally®, if any, in the Customer’s TallyAccount.
2. If after 60 days from first attempting to contact a Customer using the details provided by the relevant Customer, no reply has been forthcoming, then the Customer will be deemed to be uncontactable. TML shall use reasonable endeavours to trace a next of kin to establish the health status and location of the Customer. If TML fails to contact the next of kin or the next of kin are unable to confirm that the customer has died, then TML shall have full discretion to close the relevant customer’s TallyAccount and, net of any fees owed, sell any tally® in their TallyAccount and direct via PayrNet that the fiat currency proceeds be paid to the last known Customer’s Bank Account TML has on file for that Customer. In the event the funds are returned as that Customer’s Bank Account is no longer current, TML shall be entitled to retain these funds. TML reserves the right to charge administration fees for TML’s endeavors to locate the holder, or next of kin, of a dormant TallyAccount holder.

Severability

1. In the event that any of the provisions of these Terms are found by a court of a competent jurisdiction to be invalid or unenforceable, such part will be severed from the remainder of the Terms and the remaining provisions shall remain in effect and thus enforceable.

Limitation of Liability

1. TML shall not have any responsibility or liability of any kind for any losses or expenses whatsoever incurred by the Customer as a result of:
1. a Force Majeure Event (defined below) or third party malicious damage or to comply with any law or governmental order, rule, regulation or direction or any default of a TallyPartner (provided the Customer has recourse against that TallyPartner) that causes any delay or failure to perform any of its obligations under the Terms (including but not limited to the release of funds to the Customer and delays in crediting tally® to the Customer’s TallyAccount); or
2. failure to obtain instructions from the Customer or any other party due to circumstances beyond its control.
2. Neither TML nor any TallyPartner shall be liable to the Customer whether in contract, tort or otherwise for any indirect, special, consequential loss or damages, such as but limited to property damage, loss of profit, loss of use of goods, loss of business or loss of reputation howsoever caused.
3. No provision in these Terms limits the liability of TCB or TML:
1. under section 2(3) of the Consumer Protection Act 1987; or
2. for death or personal injury caused by the gross negligence of TCB or TML; or
3. for matters that TCB/TML cannot legally exclude its liability from; or
4. for fraud and misrepresentations deemed fraudulent.
4. Subject to clauses ‎17.3(B) and ‎17.3(C) above, the aggregate liability of TML and any TallyPartners to you under contract, misrepresentation, restitution, tort, or otherwise, arising due to non-compliance with these Terms, shall at all times be limited to the value of your tally® held in your TallyAccount.

TCB or TML Insolvency

1. TCB and TML have entered into a security trust deed with an independent third-party security trustee (“Security Trustee”) pursuant to which TCB and TML has granted security to the Security Trustee in respect of its contractual arrangements with the its gold vaulting service provider platform provider and EMI (“Secured Contracts”). In the unlikely event that TML should cease trading, the Security Trustee would enforce its Security over the Secured Contracts and seek to realise the gold represented by Customers’ tally® and held by TCB/TML on behalf of Customers, and return the net proceeds to the relevant customers. The Security Trustee will deduct 1% of the total value of each Customer’s tally® balance to cover the costs of doing this (including its own costs) and by agreeing to these Terms you agree to the deduction of these costs. It is likely that if TML ceased trading that no further tally® would be issued.

Other important terms

1. Assignment
   You may not transfer, novate, assign, subcontract or delegate your rights, duties or obligations under these Terms. We reserve the right to transfer and assign these Terms, and you agree that we may freely assign any rights or novate any obligations hereunder, without your further consent.
2. Force Majeure
   
   1. A Force Majeure Event for the purposes of these Terms is an event that affects, prevents or hinders the performance by TML of its obligations under the Terms arising from acts, events, omissions or non-events beyond its reasonable control, including strikes, lock-outs, industrial disputes, failure of utility service or transport or telecommunications network, acts of God, riots, war, acts of terrorism, fire, flood, storm or earthquake and any disaster.
   2. Subject to the provisions of clause ‎19.3, TML shall not in any circumstances be liable to you for any failure or delay in the performance of any of its obligations under these Terms if it is prevented, hindered or delayed in or from performing any such obligations by a Force Majeure Event. The time for performance of such obligations shall be extended accordingly.
3. Third Party Rights
   No person who is not a party to these Terms will have any right to enforce it pursuant to the Contracts (Rights of Third Parties) Act 1999.
4. Entire Agreement
   These Terms and the documents referred to within constitute the entire agreement between us and you with respect to the TallyAccount, TallyApp, TallyCard and TallyPlatform and supersede and replace any and all prior agreements. In the event of inconsistency between this version of the Terms and the version on the Website, the version on the Website will prevail.
5. Waiver
   Our delay or failure to exercise or enforce any right under these Terms shall not be deemed to be a waiver of any such right or operate to bar the exercise or enforcement thereof at any time or times thereafter.
6. No partnership
7. Nothing in the Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties.
8. Complaints and jurisdiction
   
1. Details of our complaints procedure can be found on our website. You agree to cooperate with us and provide the necessary information to [email protected] for us to investigate and resolve the complaint as quickly as possible.
2. These terms are governed by the laws of England and Wales and any dispute under these Terms or otherwise in connection with your TallyAccount shall be brought exclusively in the English courts.