Terms of Use

These terms are a contract between Koben Digital Pty Ltd (ABN 21 616 465 340) ("we", "us", "Tidly") and the organisation that subscribes to the Service ("you", "the Customer"). They apply every time anyone uses Tidly.

If you accept these terms on behalf of an organisation, you confirm you have the authority to bind it. If you are using Tidly because your employer or a client invited you, these terms bind you as a user, and the commercial parts (payment, seats, termination) are between us and them.

If you do not agree to these terms, do not use the Service.

• Service: the Tidly web application, desktop apps, browser extension, APIs and documentation.
• Organisation: a Customer's workspace in Tidly. All data is scoped to one organisation.
• User: a person the Customer invites into its Organisation and who occupies a seat.
• Customer Data: everything the Customer and its Users put into the Service: time entries, notes, projects, clients, rates, budgets and settings.

• You are responsible for everything that happens under your account, and for keeping your password secure. Tell us promptly if you suspect unauthorised access.
• Accounts are personal. Do not share credentials or let more than one person work under a single seat.
• Administrators in your Organisation control invitations, roles, permissions and settings, including who can see financial figures. We act on what they configure.
• You must give accurate account and billing information and keep it current.

• Tidly is sold on a per-seat subscription. A seat is occupied by each active User in your Organisation.
• Subscriptions are billed in advance through Stripe. Prices are in US dollars. Australian customers are charged GST at the applicable rate, and we will issue a valid tax invoice where you have supplied your ABN.
• If you add seats mid-period, we charge for them on a prorated basis. If you remove seats, the reduction applies from the next billing period; we do not refund partial periods.
• Subscriptions renew automatically at the end of each billing period until cancelled. You may cancel at any time, effective at the end of the current period.
• If payment fails, we may suspend access after reasonable notice and attempts to collect. Your data is not deleted during a suspension.
• We may change prices. Changes take effect at your next renewal, and we will give at least 30 days' notice before they do.

Free trial

• New organisations get a 14-day free trial.
• If you need longer, ask us before the trial ends and we may extend it once by a further 14 days.
• At the end of the trial you choose a monthly or an annual subscription. It starts at the number of seats your organisation used during the trial; you can change that number before you confirm.
• If you do not subscribe, access ends but your data is not deleted straight away. The retention window in the Privacy Policy applies, so you can still export it or pick the subscription up later.

You must not:

• Use the Service unlawfully, or to store or transmit unlawful or infringing material.
• Resell, sublicense or provide the Service to a third party as a service of your own, unless we have agreed in writing.
• Reverse engineer, decompile or attempt to derive the source code of the Service, except to the extent that restriction is unenforceable by law.
• Circumvent seat limits, permission boundaries or usage restrictions, or attempt to reach another organisation's data.
• Probe, scan or test the security of the Service without our written permission, or interfere with its operation.
• Scrape or bulk-extract data by automated means other than through our documented APIs.

We may suspend access immediately where use threatens the security, integrity or availability of the Service.

Customer Data belongs to you. We claim no ownership of it. You grant us a limited licence to host, process, transmit and display it strictly as needed to provide the Service, to support you, and to keep the Service secure.

We do not sell Customer Data and we do not use it to train machine learning models. If we offer industry benchmarks in future, they will draw only on aggregated, de-identified figures from organisations that have opted in. Our handling of personal information within Customer Data is described in the Privacy Policy, which forms part of these terms.

You are responsible for the accuracy and lawfulness of the Customer Data you put into the Service, and for having the right to put it there.

Tidly records the working time of real people, and the obligations that come with that sit with you as their employer or engager, not with us.

• You are responsible for telling your Users that their time, notes, absences and utilisation are recorded and visible to managers and administrators, and for obtaining any consent your local law requires.
• You are responsible for complying with employment, workplace surveillance, industrial relations and privacy law in every jurisdiction where your Users work. Some jurisdictions require written notice before workplace monitoring begins.
• You are responsible for how you act on what Tidly shows you, including any performance or disciplinary decisions.

The desktop app's idle detection reports only that a person was not at their machine, never what they were doing. That is a deliberate design choice, and it does not relieve you of the obligations above.

Tidly calculates hours, budgets, utilisation, revenue and margin from the figures you and your Users enter. Its output is only as good as that input.

Nothing in the Service is accounting, tax, legal, payroll or financial advice. You remain responsible for your invoices, your payroll, your statutory record-keeping, and for checking figures before you bill a client or pay a person on the strength of them.

The Service can connect to third-party products such as Asana, and relies on providers including Microsoft Azure, Stripe and Mailgun. Your use of a third-party product is governed by that product's own terms and privacy policy. We are not responsible for third-party products, and if one changes or withdraws its API, the related Tidly features may change or stop working.

We grant you a non-exclusive, non-transferable, revocable licence to install and use the Tidly desktop app and browser extension on devices you control, for the duration of your subscription and solely to use the Service. Both update themselves so that security fixes reach you; you should not block those updates. The licence ends when your subscription does.

We work to keep the Service available and will give reasonable notice of planned maintenance where we can. We do not currently offer a contractual uptime commitment or service level agreement.

Support is provided by email at support@usetidly.com. We improve the Service continuously and may add, change or remove features. We will not materially reduce core functionality you are paying for without reasonable notice.

The Service, including its software, design, documentation and the Tidly name and marks, is owned by us and our licensors. These terms grant you a right to use the Service, not any ownership of it. Feedback you give us about the Service may be used freely, without obligation to you.

Each party may receive information the other treats as confidential. Each will protect the other's confidential information with at least the care it uses for its own, and will not disclose it except to people who need it and are bound to keep it confidential, or where the law requires disclosure. Your Customer Data is your confidential information. The one exception is the opt-in benchmarking described in the Privacy Policy, which uses aggregated, de-identified figures and never identifies you.

• You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing period.
• We may suspend or terminate for material breach of these terms, or for non-payment, after giving you notice and a reasonable chance to fix it, except where a suspension is needed immediately to protect the Service or another customer.
• Export your data before you leave. The Service provides reporting and export tools while your subscription is active.

After termination we retain Customer Data for the window described in the Privacy Policy so it can still be exported or the account reinstated, and then delete or de-identify it. Terms that by their nature should survive do so: confidentiality, intellectual property, liability, and any fees owed.

Except as set out in these terms and to the extent permitted by law, the Service is provided "as is" and we exclude all implied warranties, including fitness for a particular purpose and uninterrupted or error-free operation.

Your non-excludable rights

Nothing in these terms excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law or any other law that cannot lawfully be excluded. Where our liability for breach of a non-excludable guarantee may be limited, our liability is limited, at our option, to resupplying the Service or paying the cost of having it resupplied.

Subject to the section above, neither party is liable for indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill, or data, however caused.

Each party's total aggregate liability arising out of or in connection with these terms is limited to the fees paid or payable by you for the Service in the 12 months before the event giving rise to the claim. This limit does not apply to your obligation to pay fees, to either party's breach of confidentiality, or to liability that cannot be limited by law.

You will indemnify us against claims arising from Customer Data you put into the Service, from your breach of these terms, and from your failure to meet the workforce obligations described above.

• We may update these terms. For material changes we will give at least 30 days' notice in the app or by email, and continued use after they take effect means you accept them.
• You may not assign these terms without our consent. We may assign them to a successor in connection with a merger or sale of our business.
• If a provision is held unenforceable, the rest remains in force.
• Neither party is liable for failure to perform due to events beyond its reasonable control.
• These terms, together with the Privacy Policy, are the entire agreement between us about the Service, and replace any earlier discussions.

These terms are governed by the laws of Queensland, Australia, and each party submits to the non-exclusive jurisdiction of the courts of that State.

Koben Digital Pty Ltd (ABN 21 616 465 340)
10/42 Bundall Road, Bundall QLD 4217, Australia
legal@usetidly.com

See also our Privacy Policy.