Terms and Conditions

Introduction and purpose of our business relationship

1. The TML Platform is a service that, upon acceptance by TML of a user’s application to open a TallyAccount on the TallyApp, the account holder can buy, hold, sell or transfer tally® through the TallyApp. You accept that TML may generate revenues from your use of the TML Platform.
2. For the avoidance of doubt, TML is not a bank and will not and cannot accept deposits from you but is registered by the FCA as an EMD agent. The tally® in your TallyAccount record the price at which the gold we are holding on your behalf can be sold in order to make a payment using the TallyCard. When tally® are sold the proceeds are transferred to an electronic account with an individual International Banking Identification Number (‘Card Account’) that can be accessed by the Customer using the TallyCard provided by TML. The Card Account has very limited functionality and does not have many of the features associated with a current account including that it cannot receive interest on the unspent balance, it can only receive funds electronically, and does not qualify for the up to £85,000 protection under the FCA’s Financial Services Compensation Scheme (‘FSCS’). No interest will be paid on tally® held.

Registering in the TallyApp and Creating a Tally Account

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. 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.
3. Applications to open TML Accounts by, or on behalf, of persons under 18 years old will be rejected. The age of Applicants will be cross checked as part of our reference checks.
4. 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;
5. Upon registration, the Customer must comply in full with these Terms at all times. TML reserves the right to restrict or terminate the Customer’s usage of the TallyApp or TallyCard where TML believes there has been improper use of its service including without limitation use of the TallyApp, TallyCard or the TallyAccount:
   1. in an inappropriate way;
   2. for illegal means, including the transmission of illegal, defamatory, explicit or other inappropriate content, or to facilitate any of the foregoing;
   3. which threatens the stability, security or accessibility of the TML Platform, or the reputation of the TML or the TML Platform;
   4. seeking to operate more than one TallyAccount (save for business accounts);
   5. which contravenes at TML’s sole discretion fair use limits; and
   6. 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.
   7. if, in its reasonable opinion, TML believes the continuation of the service would be detrimental to other Customers or its business generally.
   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 will be governed by the terms of our Privacy Policy. Where there is an inconsistency between these terms and the Privacy Policy, the provisions of the Privacy Policy shall prevail as between the parties.
2. The personal information you provide in relation to your registration and use of the TML Platform is stored by TML, which for the purposes of UK General Data Protection Regulation (‘GDPR’) is personal data (‘Data’). Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in TML’s Privacy Policy, which may be amended from time to time and is found in the TallyApp or on the Website. By accepting these Terms, you acknowledge your acceptance of our Privacy Policy and it is important that you read that information. Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the TallyApp may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
3. You agree that TML and its TallyPartners shall be entitled to monitor your use of the TML Platform and TallyApp for the purposes of prevention and detection of fraudulent and other unlawful activities. TML may need to share your data with third party TallyPartners (including but not limited to a Carrier, the EMI or the Custodian) in order for them to perform their obligations in respect of the TML Platform and for them to comply with their legal obligations under applicable money laundering regulations and other related legislation. TML and its TallyPartners shall be entitled, to the extent necessary for them to comply with any legal and regulatory obligation, to use and disclose any Data to any competent authority having jurisdiction over the same. A list of TallyPartners can be found here.
4. TML and its TallyPartners under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2019, may be required to retain certain Data. Some of these obligations may continue beyond the closure of your TallyAccount and a TallyPartner ceasing to provide services that form part of the TML Platform.
5. You agree that TML and its TallyPartners shall be entitled to use the Data on the TML Platform and TallyApp an anonymised basis in order to carry out data analytics and analysis for its own business.
6. TML and its TallyPartners may transfer your Data outside of the United Kingdom provided that the obligations of all applicable legislation are complied with.
7. For the purposes of these Terms, ‘Confidential Information’ shall mean any information, however, conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know how, personnel and suppliers of the disclosing party , together with all information derived by the receiving party from any such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked “confidential”), or which ought reasonably be considered to be confidential.
8. Except to the extent set out in this clause 3 (including without limitation as permitted by clauses 3.2, 3.3, 3.4, 3.5, 3.9 and 3.11), or where disclosure is expressly permitted elsewhere in these terms, each party shall:
   1. treat the other’s party’s Confidential Information as confidential; and
   2. not disclose the other party’s Confidential Information to any other person without the owner’s prior written consent.
9. Clause 3.7 shall not apply to the extent that:
   1. such information was in the possession of the party making the disclosure, without obligation of confidentiality, prior to its disclosure; or
   2. such information was obtained for a third party without obligation of confidentiality; or
   3. such information was already in the public domain at the time of disclosure otherwise than through a breach of this Agreement; or
   4. such information was indemnity developed without access to the other party’s Confidential Information.
10. TML may disclose the Customer’s Confidential Information to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out TML’s obligations under these Terms, or as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11. 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.

Verifying the Customer’s identity

1. To comply with the relevant Know Your Customer (‘KYC’) and Anti-Money Laundering Regulations (e.g., Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2019, EU Wire Transfer Regulations (regulation (EU) 2015/847) and the Proceeds of Crime Act 2002), TML and/or TallyPartners are obliged to verify its Customers’ registration information. If the information you provided expires, we may be required to ask you for updated information. We reserve the right to verify your identity by engaging a specialist information provider such as a credit referencing agency or fraud prevention agency to carry out searches. The information provider will record details of the searches whether or not you become a Customer. Other users of the services of the information provider may share these searches in order to prevent fraud. Scoring methods may be used as part of this process. We may keep records of the contents and results of such searches in accordance with all current and applicable laws. TallyPartners may also carry out similar checks to comply with their legal obligations and you consent to the same including by the operator of Railsbank Platform and PayrNet.
2. Customer Due Diligence collated by us shall be provided to PayrNet under the terms of our EMD Agent agreement.
3. You accept that us or our TallyPartners will carry out updates on a regular basis, which may impact the delivery of our services during this period.
4. You accept that us or our TallyPartners will carry out a soft search in partnership with a credit referencing agency as part our KYC and AML obligations. This has no impact on your credit score, and TML or our TallyPartners obtain or view any information relating to your credit score.
5. In the future we may need to impose additional obligations on you to comply with new legal obligations imposed upon us or the requirements of our TallyPartners’ requirements.
6. Only Customers resident in the UK are eligible for a TallyAccount.

Using the TallyApp

1. A condition of using the TallyApp and TML Platform is that:
   1. you accept that you are of sound body and mind, and are fully competent to use the TML Platform; and
   2. you therefore take full responsibility and liability for all transactions and instructions carried out on the TallyApp;
2. All transactions on the TML Platform and TallyApp are recorded electronically using tally® as the unit of account. Each tally® represents one milligram of physical allocated gold. You will only be able to buy gold via the TallyApp if you have deposited sufficient funds of the relevant currency with us. Likewise, you are only able to sell gold that you are recorded as owning in the register of tally®.
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.

Depositing fiat currency

4. As part of your application to open an account with TML you will be asked to specify a single bank account from which deposits are made (‘Customer’s Bank Account’) which will need to be in the name of the holder of the TallyAccount. You can amend the details of this account through the TallyApp.
5. tally® reserve the right to reject or limit deposits and withdrawals in and out of a customers account.
6. Deposits from bank accounts that are not a Customer’s Bank Account can be held by TML until the account can verified as belonging to the Customer and reasonable supporting evidence can be provided by the Customer regarding source of funds.
7. Where sums exceeding €10,000 (or such other sums as TML considers appropriate) are deposited by a Customer in their Tally Account, TML is entitled to suspend the relevant account pending the Customer providing details on the source of those funds.
8. We accept no responsibility in the event that you mistakenly send us funds.
9. We do not accept cash, cheques, banker’s drafts or unreferenced deposits as a means of crediting a TallyAccount, and only accept monies by electronic funds transfer pursuant to the procedure set out on the TallyApp.
10. All deposits must take the form of cleared funds from a Customer’s Bank Account and be identifiable from their associated unique depositing reference.

Non-Sterling Currency

11. The TallyPlatform accepts deposits in Sterling and Euros. The prices of gold on the TallyPlatform are quoted in Sterling (‘Quote Currency’).

Peer to Peer transfers of tally®

12. You can transfer tally® to another person’s TallyAccount. If tally® is transferred peer to peer, the relevant tally® will be deducted from the payer’s TallyAccount and we will credit the relevant tally® to the payee’s TallyAccount. In order to make a peer to peer transfer both the donor and donee need to have a TallyAccount.

Offers or promotions

13. On occasion, we may introduce certain specific offers or promotions. These certain specific offers may be subject to additional, separate terms and conditions that shall sit alongside these Terms. 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.

Using the TallyApp

14. When you make a deposit to your TallyAccount, TML shall purchase on your behalf such amount of physical gold equivalent to the sum deposited and credit your TallyAccount with tally® (1mg = 1 tally®) accordingly. Conversely, when you sell or spend tally® on the TallyApp or through your TallyCard, TML shall sell such equivalent amount of your tally® and apply the proceeds to satisfy the relevant purchase or sale.
15. Customers who hold a TallyAccount will be issued with a TallyCard. Customers can use the TallyCard to instruct us to sell tally® and use the proceeds to purchase goods and services using the same TallyCard. TallyCard can be used by the Customer anywhere that accepts MasterCard. Customers going abroad should notify us in advance to ensure their transactions are processed smoothly. Otherwise TML’s anti-fraud system may block their transactions.
16. Customers may instruct TML through the TallyApp to transfer any cash balance in their TallyAccount to their nominated Customer’s Bank Account (‘Withdrawal Request’). TML, subject to clause 5.18 will execute such transfer instructions by BACS transfer within three working days. Any charges (e.g., international transfer fees) will be deducted from the proceeds returned to the Customer or the recipient bank account will accept the associated fees. TML accepts no responsibility or liability for other fees generated in other parts of the banking system by transfers to Customer’s Bank Accounts (e.g. your funds being received by a SWIFT correspondent bank, prior to arriving at your bank when an international transfer is being processed).
17. The industry accredited high security facility where TML stores the physical gold bullion that it holds on behalf of its customers, is not a retail outlet. For those tally® holders wishing to exchange their tally® for physical gold, it is suggested the customer goes to a retail bullion dealer (they often provide secure storage also) in their local city and buy some physical gold using funds in their TallyAccount (or funds held in their traditional bank account). Gold in one’s possession and tally® in one’s bank account represent the same ownership and corresponding value but tally® gives functionality and financial utility to physical gold that gold on its own does not provide.
18. If a Customer has made a Withdrawal Request, any fees owed to TML, or any compliance costs associated with your applicable Request, will be deducted in tally® from the amount the Customer has requested to be returned.
19. 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. Customers should check their TallyAccount regularly for suspicious transactions. In the event a Customer becomes aware of any such transactions or if a Customer loses their TallyCard or has it stolen, they should lock their TallyCard immediately using the in app card locking function, and contact TML immediately to order a replacement TallyCard. TML will not be responsible if you:
    1. have not kept your Security Credentials safe; and
    2. have input the incorrect information.
    Furthermore, Customers will not breach or circumvent (or attempt to breach or circumvent) any of the security restrictions on use of the TML Platform and/or the TallyApp.
22. You undertake to use your TallyAccount for legitimate purposes only. In particular, you undertake not to:
    1. engage in 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. seek 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 TML Platform.
23. You will not attempt to hack, make unauthorised alterations or introduce any kind of malicious code, or virus to the Website or TML by any means. Unless given prior written approval from TML, you will not:
    1. reverse engineer or decompile (whether in whole or part) any software available through the Website; or
    2. make copies, modify, reproduce, transmit, alter or distribute all or any part of the Website or any material or information contained on it.
24. You will not disguise or interfere in any way with the IP address of the smartphone you are using to access the TML Platform or otherwise take steps to prevent TML from correctly identifying the actual IP address of the smartphone you are using whilst accessing the TML Platform.
25. You understand and accept that any and all of the intellectual property rights including trademarks, service marks, trade names, copyright and other rights (‘IPR’) used or embodied by tally®, the TallyApp or the Website (‘TML IPR’) are and shall at all times remain TML’s property and the Customer shall not acquire any right, title or interest in TML’s IPR through the use of the TallyApp or the Website. Furthermore you undertake to us you will not adapt, modify, copy, reproduce, reverse engineer, publish, redistribute, sell, sub-license, exploit or otherwise part with or make any other use of the TML Platform or the TallyApp, the TML IPR, any data on the TML Platform or TML App or the concept of a tally®, the TML App or the TML Platform.
26. All information, content, and material presented to Customers by TML, excluding information specific to a Customer’s TallyAccount, remains the property of TML. Customers may not reproduce, disclose, or circulate such information without the written consent of TML.
27. The Customer acknowledges and accepts that he may have his/her TallyAccount (and corresponding usage of the TallyApp) restricted at any time where TML has reasonable grounds to believe that the user is compromising TML IPR or engaging in an activity which, in TML’s opinion, is potentially a threat to its operation or the smooth running of the TML Platform.

Custody of your money

1. Any cash sent from the Customer’s Bank Account to us (‘Customer Money’) will upon receipt be used to purchase tally® from us. We do not at any time hold any fiat currency on behalf of customers.
2. In the event that your TallyAccount is closed, your tally® will be exchanged for fiat currency and, subject to regulatory requirements, be returned to the relevant customer’s non-tally bank account net of any outstanding fees or costs due to us.

Custody of the Gold represented by your tally®

1. TML uses third party vault operators and storage providers to provide secure custody of such gold assets equivalent to the number of tally® in issue at any one time, and by acquiring tally® in accordance with these Terms, you authorise 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. TML shall retain legal title to any gold purchased by TML on the issuance of tally® to the Customer. Such gold is held on trust for you as security for your tally®.
3. 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. TML will pay the Custodian the fees for storage and insurance 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 Custodian 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 TML. The industry accredited high security facility where TML stores the physical gold bullion that it holds on behalf of its customers, is not a retail outlet. TML has an independent daily reconciliation and verification process in place, conducted by the company’s auditors with 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. TML warrants that your gold is held as bailment for the sole purpose of ensuring proper safekeeping, and legal protection of your assets within professional vaults.
9. 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, which TML is happy to publish knowing that some customers will want to confirm that existence of this cover and its terms.
10. The quantity of tally® which is owned by TML’s Customers at any one time is fully backed by the gold stored with Custodians (i.e. if it was ever required, it would be possible to sell the bullion and distribute the proceeds amongst TML’s Customers in quantities proportionate to the number of tally® owned). Furthermore, each Custodian will keep the gold held in the name of TML on behalf of its Customers physically segregated at all times from assets owned by other parties. However, gold is not separated by the Custodian according to individual TallyAccounts and therefore the Customer’s ownership does not relate to a specific bar of bullion, i.e. it is not identifiable, but to a specific quantity of gold in a storage facility provided by TML’s Custodian.

Fees

1. TML will follow the fees structure as modified from time to time as described in the Fees, Charges & Limits Information Document. 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 account and or holdings such number of tally® to satisfy any fees the Customer owes, and/or incurs.
3. TML reserves the right to change its fee structure for any user according to its needs, subject to a notice period of 10 days.
4. 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 changes.
5. We 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 shall have to pass this cost onto you.
6. 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.
7. The Customer acknowledges their complete responsibility for telephone, satellite, TV, and/or internet service provider charges incurred by them whilst using the TML exchange market.

Changes in Terms or fee structure

1. Subject to a 10-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 the terms of 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 17 Termination). If you do not notify us of your desire to close your TallyAccount 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 on- going integrity of the business 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

Risk warnings

1. TML cannot be held responsible for the following risks:
   1. Customer decisions to buy or sell tally®, and the merits thereof;
   2. fluctuations in the price of gold;
   3. Monetary geopolitics and their effect on the price of gold;
   4. bank failure or financial crisis and their effect on the price of gold;
   5. identity theft of any nature;
   6. the market for tally® being illiquid due to the prohibition on transfer;
   7. being legally prohibited from offering TallyAccounts to persons in certain jurisdictions;
   8. TallyApp and Website unavailability; and
   9. Force Majeure (defined below in clause 22.3).

Insurance

1. TML undertakes to maintain, or use reasonable endeavours to procure its TallyPartners maintain at 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 TML Platform, including TML, has the right to profit from system failure. TML cannot be held responsible or liable for failure of external links in the IT infrastructure. You accept this fact and that TML is entitled to make discretionary system adjustments after any such failure.
3. The Customer agrees to check their TML Account regularly to ensure that their balances and account activity are to the best of their knowledge correct.
4. 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 within 2 Business Days, and responded to as a matter of urgency by a senior officer of TML.
5. If the Customer does not contact TML within 30 days of holding reasonable grounds for suspecting that his/her TallyAccount has been tampered with, the Customer accepts and acknowledges that TML’s ability to assist with their grievance has been reduced, and their responsibility for investigating and possibly rectifying said grievance is significantly diminished.
6. If the Customer does not inform TML of any tampering of his/her TallyAccount within 30 days of the first occurrence then, whilst TML will make its best endeavours to rectify the situation, TML will not be liable for any loss or damages whatsoever which may or may not have been suffered by the Customer.

Termination (including in the event of death)

1. TallyAccounts are not designed to be terminated by the Customer, as it was intended that they could remain dormant for periods of time when the Customer does not wish to use the TallyApp or TallyCard. However, in the rare likelihood that a Customer desires termination of use of the TallyApp, TallyCard and their TallyAccount, TML management can 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 Tally will be deducted before we close your TallyAccount and transfer any funds 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 our regulatory customer due diligence checks on you; and
   2. upon or at any time after the occurrence of any one or more of the following events:
      1. you become bankrupt;
      2. you suspend payment of your debts;
      3. you make or take steps with a view to making any moratorium, assignment, composition or similar arrangement with your creditors;
      4. you have a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed in respect of some or all of your assets;
      5. you suffer anything similar to the events described in clauses 15.2.3.1 to 15.2.3.4;
      6. you fail in any respect to fully and promptly comply with any obligations under these Terms;
      7. if any of the representations made in these Terms or information supplied by you are or become materially inaccurate or materially changed;
      8. 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;
      9. if our contracts with TallyPartners that provide services that are essential to the provision of the TML Platform are terminated and TML 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; and
      11. 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 your default; (iii) protection from market failure; (iv) protection from adverse or volatile market conditions; and (v) protection from loss by us.
      12. if your behaviour is deemed abusive or threatening - in either public or private forums - towards Tally staff members or other customers.
3. If you become aware of the occurrence or likely occurrence of any event referred to in clauses 15.2.3.1 to 15.2.3.5 above, you shall notify us immediately.
4. In the event of death of the holder of a TallyAccount, his or her next of kin should contact [email protected] where one of our team shall take you 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.
5. TML reserves the right to suspend your TallyAccount without notice where Tally management 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 provided it is permitted by law return your funds in cash to you via your Customer bank account, excluding any costs on doing so, and fees owed to us will be deducted.
6. Upon the effective date of termination:
   1. you will no longer be able to buy or sell tally® using the TallyApp;
   2. sell any tally® in TallyAccount and return the proceeds (net of fees) to your Bank Account along with any cash deposited in your TallyAccount;
   3. we will retain your Data to the extent we need to do so to comply with our legal obligations; and
   4. we shall redeem any tally® we hold for you on your TallyCard and send the equivalent funds to your Customer’s Bank Account.
7. TML reserves the right to deducts sums due to TML from the Customer from cash returned pursuant to clause 15.6.
8. TML reserves the right to delay the return of funds pursuant to clause 15.6 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 12 months and there is insufficient tally® in their account for the Annual Renewal Fee the TallyAccount shall be deemed to be dormant. If TML elects to close the relevant dormant TallyAccount, TML 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 Customer’s TallyAccount.
2. If 60 days after all contact details provided by the relevant Customer have used to make contact, no reply from the relevant Customer has been received then the Customer will deemed to be uncontactable. TML shall use reasonable endeavours to trace a next of kin to establish the 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 any sell any tally® contained in it and direct the net proceeds be paid to the last known Customer’s Bank Account we have on file. In the event the funds are returned as that Customer’s Bank Account is not open, 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 broken or are deemed invalid or unenforceable, all remaining provisions shall remain in effect and thus enforceable.

Indemnity

1. All funds held by us (or our agents) on your behalf under this (whether as security or otherwise) may be appropriated by us to meet any liability we incur in respect of this Agreement due to a breach of these Terms by you.

Limitation of Liability

1. The below provisions detail TML’s full financial liabilities (and liabilities for the acts and omissions of TML’s employers, agents, and TallyPartners) to TML’s Customers in respect of:
   1. any serious breach of these Terms; and
   2. any representation, omission, or tortuous act (including gross negligence) covered by or in connection with these Terms.
2. To the greatest extent as is permitted by law, all warranties, conditions, and all other terms implied by either stature or common law, are fully excluded here from (section 12 of the Sale of Goods Act 1979 implies certain conditions which are specifically not excluded here).
3. 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. any delay or failure to perform any its obligations under this Agreement (including but not limited to the release the gold to the Customer and delays in crediting tally® or funds to the Customer’s TallyAccount) or otherwise operate in the manner contemplated by this Agreement caused by 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); or
   2. failure to obtain instructions from the Carrier or any other party due to circumstances beyond its control.
4. Where any loss, liability, cost or expense (a ‘Loss’) is suffered by you for which we would otherwise be jointly and severally or jointly liable with any third party or third parties, the extent to which such Loss shall be recoverable by you from us (as opposed to any third parties) shall be limited so as to be in proportion to the aggregate of our contribution to the overall fault for such Loss, as agreed between all of the relevant parties or, in the absence of agreement, as determined by a court of competent jurisdiction. For the purposes of assessing the contribution to the Loss in question of any third party for the purposes of this clause, no account shall be taken of any limit imposed or agreed on the amount of liability of such third party by any agreement (including any settlement agreement) made before or after such Loss occurred or was otherwise incurred.
5. 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 and loss of use of goods howsoever caused.
6. No provision in these Terms limits the liability of 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 TML; or
   3. for matters that TML cannot legally exclude its liability from; or
   4. for fraud and misrepresentations deemed fraudulent.
7. Subject to clauses 19.6.2 and 19.6.3 above:
   1. 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 holdings within TML; and
   2. Neither TML nor any TallyPartner shall be liable for Customer losses in value, profit, goodwill or otherwise, due to falls in gold prices or currency values; and
   3. TML holds no liability whatsoever for claims for consequential compensation (however caused) which arise in connection with these Terms.

TML Insolvency

1. TML has entered into a security trust deed with an independent third-party security trustee (‘Security Trustee’) pursuant to which TML has granted security to the Security Trustee in respect of its contractual arrangements with the Custodian, Carrier, platform provider (and EMI (‘Secured Contracts’). In the extremely unlikely event that TML should cease trading, the Security Trustee would enforce its Security over the Secured Contracts and seek to realise the gold held by 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 gold 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 highly likely that if TML ceased trading that no further tally® would be issued.

Conforming to Laws

1. You acknowledge and accept full responsibility for paying taxes as required by your local authorities, for seeking expert independent tax advice to understand you full tax implication of using the TML service.
2. TML in no way sets out to offer professional investment or tax advice, and nothing should be construed as such.
3. The Customer is responsible for their complete compliance with all the laws of the jurisdiction from which the Customer accesses the TallyApp or Website.
4. The Customer is responsible for ensuring they have the relevant permissions to use the Tally service.
5. The Customer’s responsibilities under this provision will cease after termination of these Terms.

Other important terms

Assignment

1. We may transfer this Agreement to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer, you may contact us to ask us to close your TallyAccount.
2. You are not permitted to transfer your rights under this Agreement to someone else.

Force Majeure

3. A Force Majeure Event for the purposes of these Terms is an event that affects, prevents or hinders the performance by a party of its obligations under this Agreement 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.
4. Subject to the provisions of clause 22.3, a party shall not in any circumstances be liable to other party 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.

Third Party Rights

5. Nobody else has any rights under this Agreement (except someone you pass your guarantee on to). This Agreement is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end this Agreement or make any changes to these Terms.

Entire Agreement

6. These Terms, and any document referred to in these Terms, forms the record of agreement between the service provider, in TML, and the Customer, in you. The provisions within these Terms, and any document referred to in these Terms, and no other document, shall constitute the terms of this business relationship. The Agreement supersedes any previous arrangement understanding or agreement between you and us.

Illegality

7. If a court finds part of this Agreement illegal, the rest will continue in force. Each of the clauses of these Terms operate separately. If any court or relevant authority decides that any of them are unlawful, the remaining subclasses, clauses and paragraphs will remain in full force and effect.

Waiver

8. Even if we delay in enforcing this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you, but we continue to provide the products, we can still require you to make the payment at a later date.

No Partnership

9. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties.

Complaints and jurisdiction

10. If you wish to make a complaint regarding our conduct in respect of these Terms, in the first instance please contact TML at [email protected] with your problem. TML will attempt to try and resolve it. If the complaint relates to an element the TML Platform provided by a third party. TML may involve that party in the handling of your complaint in these circumstances. If the complaint cannot be resolved by TML (or its agents) to your satisfaction, TML asks that you then put your complaint in writing to TML at TML, Salisbury House, Finsbury Circus, London, EC2M 5QQ or such other address as notified on the Website. Upon receipt of a written complaint TML will arrange a meeting in London between the Customer and a duly authorized representative of TML to try and resolve the issues. In the event of any continued disagreement or dispute arising out of any provision of these Terms which have not been resolved within 30 days of the meeting, the parties hereto mutually agree that the matter shall then be submitted to arbitration in accordance with the rules and regulations of the English Arbitration Association and the Chartered Institute of Arbitrators in the United Kingdom.
11. If you are an eligible complainant, you may be able to take your complaint to the Financial Ombudsman Service should you not be satisfied with our final response. Eligibility criteria and information on the procedures involved are available from http://www.financial-ombudsman.org.uk. If you are not an eligible complainant, then your only recourse will be through the courts unless otherwise agreed between the parties.
12. The arbitration shall be governed by both the Arbitration Act 1996 and Rules as agreed between the parties. Should the parties be unable to agree on an arbitrator or arbitrators, or be unable to agree on the Rules for Arbitration, any party may, upon giving written notice to other parties, apply to the President or the Deputy President, for the time being, of the Chartered Institute of Arbitrators for your appointment of an Arbitrator or Arbitrators, and for any decision on rules that may be necessary.
13. The arbitration proceedings shall take place in the United Kingdom in London within 30 days of the notice of arbitration, and judgement upon reward shall be final, binding and conclusive upon all parties, and may be entered into the court of the forum having jurisdiction over parties hereto. By your execution of these Terms, you submit to the arbitration process and to the jurisdiction of the United Kingdom.
14. These terms are governed by English law and you can bring legal proceedings in respect of this agreement in the English courts. If you live in Scotland, you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of these Terms in either the Northern Irish or the English courts.