This website (the “Website”) is the exclusive property of Tantelo Business Services Ltd. (henceforth referred to as “Tantelo”, “we”, “us”, “our”). This document constitutes an Agreement between you (the person, company, partnership or other organization or entity engaging Tantelo’s services, “You”) and Tantelo that sets out (A) the terms and conditions by which we allow You to visit the Website, to view the information and other content that is displayed thereon, and use all other functions of the Website, and (B) the terms and conditions by which Tantelo will provide the services described on the Website.
BY ACCESSING AND USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, WITHOUT LIMITATIONS OR RESERVATIONS, AND BY ANY APPLICABLE LAWS, MOST NOTABLY BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THOSE LAWS PERTAINING TO COPYRIGHTS AND TRADEMARKS.
Please read this document carefully and, if for whatever reason You are not in agreement with the said terms and conditions, Your sole recourse is to end Your visit to the Website.
You acknowledge that any and all text, data, graphics, photographs, video, audio, information, documents, images, trade-marks, trade names, trade dress, products, reports, interfaces, web pages, files, software, product names, company names, logos, visual or other digital material, and any other elements incorporated into or published on the Website (collectively, the “Content”), including the manner in which the Content is presented or appears and all information relating thereto, are the property of Tantelo (or its licensors, as the case may be). Content published by Tantelo on the Website may belong to third parties and may be published by Tantelo under a license.
By selecting services from the list of available services described on the Website during the registration process, You hereby subscribe for such services (the “Services”).
The term of this Agreement (the “Term”) shall commence upon the date that You complete the registration process and will continue for the duration of the period You select during the registration process, and will continue on a month-to-month basis thereafter until terminated by You or by Tantelo, as the case may be.
Limitation of Access and Termination
This Agreement is effective for the duration of Your use of the Website. Tantelo reserves the right to prevent or limit Your access to this Website at its sole discretion. The intellectual property, reservation of rights, restrictions on use of Content, limitation on warranty, limitation of liability, and indemnity provisions contained herein shall survive expiry of this Agreement.
Either party may terminate this Agreement by providing the other party with notice of termination prior to the last day of the then current term of this Agreement.
Either party may, in addition to any other relief, suspend or terminate this Agreement if the other party breaches any material provision hereof and fails to correct such breach within fifteen (15) calendar days after receipt of notice of default from the other party. Either party shall automatically be in default hereof if it becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in bankruptcy is filed with respect to such party and is not dismissed within thirty (30) calendar days.
For the duration of the Term, and subject to the terms and conditions of this Agreement, Tantelo grants You a non-exclusive, non-transferable and non-sub-licensable license to permit Your employees, contractors, shareholders, directors and officers (“Your Personnel”) to access the Website for the purpose of using the Services.
RESERVATION OF RIGHTS
- Reservation of Tantelo’s Rights
Tantelo expressly reserves all rights in the Website and all Services and other material provided by Tantelo hereunder not specifically granted to You. It is acknowledged that all right, title and interest in the Website and all other material provided by Tantelo hereunder, any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with Tantelo (or third party suppliers, if applicable) and that the Website and other material provided by Tantelo hereunder are licensed on a subscription basis and not “sold” to You.
- Reservation of Your Rights
You expressly reserve all rights in any information, records, files or other data that you (or Your Personnel) load, enter into, or otherwise make available to Tantelo or the Service and all results from processing such data, including compilations and derivative works thereof (“Your Data”), except that You grant Tantelo a perpetual, non-exclusive, world-wide, royalty free, fully sublicenseable, fully paid-up license to use, reformat, modify, display, perform, reproduce and create derivative works of Your Data: (i) in providing the Services to You or (ii) in connection with Tantelo’s internal business purposes. Unless specifically agreed in writing, each party’s rights under this section extend to any update, adaptation, translation, customization or derivative work of Your Data made under this Agreement.
In the event that You provide Tantelo any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Website or the Services (collectively, “Feedback”), You agree that Tantelo may use the Feedback to modify the Website or the Services, as the case may be, and that You will not be due any compensation, including any royalty related to the product or service that incorporates the Feedback. You hereby grant Tantelo a perpetual, worldwide, royalty-free, fully paid-up, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media or technology, whether now known or hereafter developed, and to allow others to do the same.
You have sole responsibility for the accuracy, appropriateness and completeness of all of Your Data. Tantelo will use Your Data, as it is provided, in performing the Services and Tantelo is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness or completeness of Your Data.
- Transmission to Your Advisors
At the Your request and subject to Your payment of any applicable fees, Tantelo will use reasonable efforts to make Your Data available to those of Your professional advisors (for example, accountants, lawyers or other advisors) that you have given permission to access Your Data and who have registered with and are using our Services (collectively, “Your Advisors”). You hereby authorize Tantelo to disclose Your Data to any of Your Advisors whom You have authorized. Tantelo does not control how any of Your Advisors uses Your Data and has no responsibility for the copy of Your Data after providing access to Your Advisors. Notwithstanding the foregoing, Tantelo reserves the right to decline to transmit Your Data to any of Your Advisors if Tantelo believes such transmission would violate this Agreement or any applicable laws (in which case Tantelo will use reasonable efforts to promptly notify You of such decision). You acknowledge and agree that Tantelo is merely acting as a passive conduit for such distribution and takes no responsibility for any of Your Data. Tantelo makes no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility or liability for, the quality, content, nature or reliability of any of Your Data.
You agree not to upload or transmit of Your Data: (i) that You do not have the lawful right to copy, transmit, distribute, and display (including any of Your Data that would violate any confidentiality or fiduciary obligations that You might have with respect to Your Data); (ii) for which You do not have the consent or permission from the owner of any personally identifiable information contained in Your Data; (iii) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights or violates any privacy rights of any third party (including, without limitation, any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; (vi) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability; or (vii) that contains any viruses, Trojan horses, spyware. malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
You agree to indemnify and hold harmless Tantelo, its employees, officers, directors and affiliates against any and all liability (including damages, recoveries, deficiencies, interest, penalties and reasonable attorney’s fees) to third parties relating to: (a) Your Data, (b) Your breach of any of Your obligations, representations and/or warranties under this Agreement; or (c) Your use of the Services, including in combination with any third party software, application or service.
Restrictions on Use of Content
Subject to Your compliance with the terms and conditions of this Agreement, Tantelo grants You a non-exclusive, personal, non-assignable and non-sub licensable, license to access (remotely via an Internet connection provided by you) the Website, including all its different functions and Content, the whole solely in accordance with this Agreement.
Except as specifically provided herein, You may not use, modify, re-engineer, copy, reproduce, republish, post, transmit, distribute, display, upload, download, perform, create derivative works from, transfer, sell or otherwise benefit from any Content in any way without the prior written consent of Tantelo.
Except as expressly provided herein or in the case where Tantelo has specifically granted written permission to use the Content, no license or right, express or implied, is granted to any person or user of the Website. More specifically, the Website contains trademarks that are the property of Tantelo or its third party suppliers. Trademarks that are owned by third parties are used on the Website pursuant to a license that only extends to Tantelo and not to You. You receive no license to copy or use any of the trademarks featured on the Website and any such copying or use must be pre-approved by Tantelo or its third party suppliers, as the case may be.
You hereby agree that You will not, and will not permit any of Your Personnel to: (a) conduct or promote any illegal activities while using the Services or the Website; (b) use the Services to generate unsolicited email advertisements or spam; (c) use the Services to stalk, harass or harm another individual or entity; (d) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services or the Website (including without limitation robots, spiders or scripts); (e) interfere in any way with the proper functioning of the Services or the Website or interfere with or disrupt any servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (f) attempt to gain access to secured portions of the Website to which it does not possess access rights; (g) upload or transmit any form of virus, worm, Trojan horse, or other malicious code; (h) use any robot, spider, other automatic device, or manual process to extract, “screen scrape”, monitor, “mine”, or copy any static or dynamic web page on the Website or the content contained on any such web page for commercial use without our prior express written permission; (i) impersonate any person or entity, or otherwise misrepresent its affiliation with a person or entity; or (j) mirror or frame the Website or any content, place pop-up windows over its pages, or otherwise affect the display of its pages.
- Qualified Users
You may create a Tantelo account (an “Account”) by completing the registration process and designating a username and password, enabling you to access and use the members portion of the Website (the “Portal”). The Portal and all Accounts registered in relation thereto are administered by Tantelo.
The password must comprise a minimum of [six (6)] characters, including letters and digits. The username and password created by You are designated for You specifically (including your employees, contractors, directors, officers and shareholders) and may not be shared with any third party. You are responsible for safekeeping Your passwords to ensure that unauthorized use is not permitted.
You represent and warrant to Tantelo that you: (i) shall provide truthful, accurate, current and complete information, as required for creating Your Account; and (ii) shall maintain and promptly update the information associated with Your Account.
- Username and Password
You shall use the valid access information created by You in accordance herewith to access the Your Account. You also agree not to allow third parties to access Your Account by any means other than the valid access information created by You. You shall not attempt any unauthorized access to other Accounts, to the other computer systems or networks of Tantelo, by deriving a username or a password or by any other means. You are responsible for maintaining the confidentiality of Your Account access information. You shall be entirely liable for any activity that occurs through Your Account. If any unauthorized use of Your Account should occur, You shall immediately notify Tantelo by e‑mail at [firstname.lastname@example.org] so that we may take appropriate action.
- Termination of Content Provider Account
Tantelo may, in its discretion, close, restrict or suspend any Account at any time, without prior notice or compensation. Furthermore, we shall immediately suspend, at our discretion, access privileges of any Account that is not used in accordance with the terms set out herein.
You may, at any time, cease to access and use the Your Account by mere written request to such effect to Tantelo. For greater certainty, You shall remain responsible for any and all activities in Your Account until such time as same shall be deactivated permanently. As long as a username and password are valid, any uses and transactions completed using same shall bind You.
- Technical Support
You shall receive free technical support by telephone and email only in connection with problems related to the Your Account, and problems related to usernames and passwords. You shall be exclusively responsible for procuring (as well as exclusively responsible for all related costs and expenses) any necessary technical support for the Your own computer equipment and software and any technical support necessary for maintaining its electrical and physical facilities and an appropriate Internet connection required to access the Your Account.
Tantelo shall use commercially reasonable efforts to respond to requests for technical support, but we do not guarantee any specific response time to resolve technical issues, as such response time may vary depending on the nature and extent of any given technical issue. You agree not to send spam or abusively respond to technical support provided by Tantelo hereunder.
- Service Upgrades and Scheduled Downtime
Tantelo will update the Services and the Website from time to time in its sole discretion. Any such updates will be made available to You, at no additional charge, as and when Tantelo makes them available to other customers generally. Tantelo may schedule Website downtime for maintenance and upgrades from time to time.
- Data Storage & Backup
Tantelo will store and backup date provided by You but it is Your responsibility to backup on your own computer or local network system all of Your data, including all date You submit to Tantelo.
In the context of using this Website, including the Portal, each user of the Website is exclusively responsible for protecting their own computer equipment, software, electrical equipment and other equipment against viruses and to ensure that same are free from any viruses. Tantelo maintains its own protection against viruses on its servers, but shall assume no liability (including, but without limitation, for direct and indirect damages) for viruses that may affect systems and resulting from access to and use of the Website, including the Portal.
Limitation on Warranty
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THIS WEBSITE AND ALL CONTENT, INCLUDING WITHOUT LIMITATION ALL THIRD-PARTY OWNED AND HOSTED CONTENT, ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE OPERATION, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.
Limitation of Liability
TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LEGISLATION, AND EXCEPT FOR DAMAGES RELATED TO PHYSICAL PREJUDICE RESULTING FROM AN INTENTIONAL OR GROSS FAULT, OR DAMAGES RESULTING FROM BODILY OR MORAL PREJUDICE, TANTELO, ITS AFFILIATES AND SERVICE PROVIDERS DO NOT ASSUME ANY LIABILITY TOWARDS YOU OR ANY OTHER PERSON WITH RESPECT TO DIRECT, INDIRECT OR PUNITIVE DAMAGES RESULTING OR ARISING FROM ACCESS TO, USE OF OR INABILITY TO USE THE SERVICES, EVEN IF TANTELO, ITS AFFILIATES OR SERVICE PROVIDERS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF SUCH DAMAGES ARE REASONABLY FORESEEABLE.
You agree at all times to indemnify, defend and hold harmless Tantelo, its affiliates, agents, licensors, suppliers, and their respective directors, officers, shareholders and employees against all actions, proceedings, costs, claims, damages, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) related to or resulting from, directly or indirectly, subject to the Limitation of Liability section above, Your use or misuse of the Content, the Services or this Website.
Hyperlinks and References
When You visit the Website or send e-mails to us, you are communicating with us electronically, and You consent to receive communications from us electronically. We will communicate with You by e-mail or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing.
Site Monitoring and Consent to Data Exchange
Tantelo reserves the right, at its sole discretion, to monitor Your use of the Website as well as the use and access of all other users. By accepting to access this Website, You consent to such monitoring. You also acknowledge that Tantelo is not obliged to do so and makes no representation to this effect.
Your use of this Website results in an exchange of data between Your computer and Tantelo’s server. By accessing this Website, You agree to this exchange as well as to the fact that Tantelo may store and use some of this information for internal purposes. Tantelo will not otherwise use or release this information unless obliged to do so by law or by any final judgment rendered by a court of law having appropriate jurisdiction.
Changes Without Prior Notice
Tantelo reserves the right to amend this Agreement at any time, and in its sole discretion, by posting the amendments on this Website. You are responsible for periodically reviewing the Website for any amendments to this Agreement. Access to the Website or use of this Website after any amendments have been posted shall be construed as Your acknowledgement and acceptance of the amended Agreement.
In the event of litigation involving this Agreement, the version of this Agreement in effect at the time the disputed actions take place shall govern the dispute.
FEES AND PAYMENT
- Subscription Fees
Subscription Fees are recurring monthly fees for the Services (“Subscription Fees”). Subscription Fees are initially the fees indicated during registration in the “Pricing” section of the Website but Tantelo may change the Subscription Fees from time to time by providing You with one (1) month’s notice.
- Usage Fees
Additional fees (“Usage Fees”) may be charged for additional services, including without limitation payroll & remittance, budget variance analysis, business planning, forecasting and company valuation (for example, fees per transaction in excess of the amount You subscribed for on a monthly basis). Rates for Usage Fees are initially the rates indicated during registration in the “Pricing” section of the Website but Tantelo may change the rates from time to time by providing You with one (1) month’s notice.
- Automatic Credit Card Payments
You agree to provide Tantelo with credit card information for a credit card You are authorized to use and agree that, during the Term, Tantelo may charge the applicable credit card for: (i) Subscription Fees each month in advance; and (ii) for Usage Fees, immediately after the end of the applicable measurement period (normally at the end of each month). Tantelo will issue You a receipt for each payment monthly. Tantelo must be notified in writing of any billing discrepancies within ten (10) days after the date of the applicable receipt to be eligible to receive an adjustment or credit (if any) on Your next payment to Tantelo.
- Late Payment
You may not withhold or “setoff” any amounts due hereunder. Tantelo reserves the right to suspend Service until all past due amounts are paid in full. Any late payment shall be subject to any costs of collection and shall bear interest at the rate of one and one half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate if less, per month or fraction thereof until paid.
- Certain Taxes
Subscription Fees and Usage fees quoted do not include and You shall pay, indemnify and hold Tantelo harmless from all sales, use, gross receipts, value-added, personal property or other taxes, and all applicable duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transaction contemplated herein, other than taxes based on the net income or profits of Tantelo.
In the event of termination of a Service, we may provide you with a refund of any pre-paid but unused fees related to such Service, effective at the beginning of the next month of your Term. No refund shall be paid for the current month’s Services, regardless of the day on which you cancel the Services. We will issue the refund within sixty (60) days of the date your cancellation request is processed. You will not be entitled to any refund for our termination of the Services based upon your breach.
This Agreement, as it may be amended from time to time in accordance with the “Changes Without Prior Notice” section above, and any and all other legal notices and policies on this Website, constitute the entire Agreement between You and Tantelo with respect to the use of this Website, the Content and the Services.
Notwithstanding the foregoing, and as previously detailed, certain Content may be subject to different terms and conditions that will be disclosed to You at the time of accessing such Content. If terms and conditions different from those contained herein are disclosed to You in relation to specific Content, those terms and conditions will apply to such Content and take precedence over this Agreement.
Any provision of this Agreement that is deemed unlawful, void, or for any reason unenforceable shall be deemed to be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision.
Applicable Laws and Jurisdiction
This Agreement and Your use of the Website and the Services will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and shall be treated in all respects as a contract entered into and executed in the Province of British Columbia, without reference to conflict of laws principles.
Any dispute that may arise from Your use of this Website or the Services is subject to the jurisdiction of the courts in the Province of British Columbia. You agree to waive any right You may have to participate in any class action against Tantelo related to this Website, the Content, the Services or this Agreement and, where applicable, You also agree to opt out of any class proceedings against Tantelo.
Any reference to information contained on this Website refers to all Content on the site, whether such Content is directly or indirectly accessible or via download, whatever its form and without restriction.
The parties specifically agree that this Agreement be drafted in English. Les parties ont specifiquement demande que cette entente soit redigee en anglais.
Last updated: April 28, 2014