Terms of service

1. Definitions

"Customer" means the entity that has subscribed to the Services. "Authorised Users" means individuals authorised by the Customer to use the Services. "Customer Data" means data submitted by the Customer or its Authorised Users into the Services. "Subscription Term" means the paid subscription period selected at checkout.

2. Accounts and eligibility

You must provide accurate, complete registration information and keep it up to date. You are responsible for safeguarding your credentials and for all activity that occurs under your account. The Services are intended for business use by individuals over 18.

3. Subscriptions, billing and renewals

Subscriptions are billed in advance on a monthly or annual basis through our payment processor (Stripe) at the fees listed on the pricing page or in your order form. Unless cancelled before renewal, subscriptions automatically renew for successive periods of the same length at the then-current price.

Except where required by law, fees are non-refundable. You can manage or cancel your subscription at any time from your account; cancellation takes effect at the end of the current billing period. Taxes are additional where applicable.

4. Acceptable use

You agree not to: (a) use the Services in violation of applicable law; (b) upload malware or attempt to compromise the security or integrity of the platform; (c) reverse engineer, decompile or attempt to derive the source code of the Services; (d) resell, sublicense or make the Services available to third parties outside your organisation; (e) use the Services to send spam, harass suppliers or engage in fraudulent procurement activity; or (f) exceed documented rate limits or usage quotas.

5. Intellectual property

Tail Sourcing and its licensors retain all right, title and interest in and to the Services, including all software, models, content, trademarks and documentation. Subject to these Terms, we grant Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the Subscription Term for its internal business purposes.

6. Customer data and confidentiality

As between the parties, Customer retains all rights in Customer Data. Customer grants Tail Sourcing a limited licence to host, process and transmit Customer Data solely to provide, secure and improve the Services. Each party will protect the other's confidential information using at least the same degree of care it uses for its own confidential information, and no less than a reasonable standard of care.

7. Third-party services

The Services may integrate with third-party services (e.g. Stripe, ERPs, e-signature or email providers). Your use of those services is governed by the applicable third-party terms, and Tail Sourcing is not responsible for their acts or omissions.

8. Warranties and disclaimers

Tail Sourcing warrants that the Services will materially conform to the applicable documentation during the Subscription Term. Except as expressly stated in these Terms, the Services are provided "AS IS" and "AS AVAILABLE". To the fullest extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement, and any warranty that the Services will be uninterrupted or error-free.

9. Limitation of liability

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, arising from or related to these Terms or the Services. Each party's aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable by Customer to Tail Sourcing for the Services in the twelve (12) months preceding the event giving rise to the claim.

10. Indemnification

Customer will defend and indemnify Tail Sourcing from third-party claims arising out of Customer Data or Customer's misuse of the Services. Tail Sourcing will defend Customer against third-party claims alleging that the unmodified Services, when used in accordance with these Terms, infringe such third party's intellectual property rights, and pay damages finally awarded, subject to standard SaaS carve-outs.

11. Term and termination

These Terms remain in effect for the duration of your Subscription Term. Either party may terminate for material breach not cured within thirty (30) days of written notice. Upon termination, Customer's right to access the Services ends; Customer may export Customer Data for a limited period as described in the platform. Sections that by their nature should survive termination will survive.

12. Modifications to the service and to the Terms

We may update the Services and these Terms from time to time. Material changes to these Terms will be communicated through the Services or by email at least thirty (30) days before they take effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

13. Governing law and dispute resolution

These Terms are governed by the laws applicable to Tail Sourcing's place of establishment, without regard to conflict-of-laws rules. The parties will attempt to resolve disputes in good faith; unresolved disputes will be submitted to the exclusive jurisdiction of the competent courts of that place, unless mandatory local law of the Customer's jurisdiction provides otherwise.

14. Miscellaneous

These Terms, together with any order form and policies referenced herein, constitute the entire agreement between the parties and supersede prior agreements on the subject matter. Neither party may assign these Terms without the other's consent, except to an affiliate or in connection with a merger or sale of substantially all assets. If any provision is held unenforceable, the remaining provisions remain in effect. Neither party is liable for delays or failures caused by events beyond its reasonable control (force majeure). Notices must be sent to sales@tailsourcing.com or the address on file.

15. Contact

Questions about these Terms should be directed to sales@tailsourcing.com.