in relation to TAL (Total Asset Lifecycle) Modules

AGREED TERMS

1. About us

1.1. Company details. TAL Tag Limited (company number 10916220 (we and us) is a company registered in England and Wales and our registered office is at Finsbury Business Centre, 40 Bowling Green Lane, London, EC1R 0NE. Our main trading address is the same as our registered office address. Our VAT number is 283588849. We operate the website tal-data.com.

1.2. Contacting us. To contact us, telephone our customer service team at This email address is being protected from spambots. You need JavaScript enabled to view it.. How to give us formal notice of any matter under the Contract is set out in clause 2. 

1.3. Acceptance of our Terms and Conditions. You agree to these Terms and Conditions and our Privacy Policy at the time of completion and submission to us of your details requested by us in our Contact form on our website. We recommend that you print a copy of these Terms and Conditions for your reference.

2. Our contract with you

2.1. Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

3. Registering an account with us

To be able to use our Services you should register an account with us and provide the following information to us:

- Company name

- First Name of point of contact

- Last Name of point of contact

- Email address of point of contact

- Company’s phone number

- VAT number of the company

- Company’s number

- UTR of the company

4. Placing a purchase order and its acceptance

4.1. Placing your purchase order. After registering an account with us, we will send you by email our standard purchase order form, which you would need to complete and email back or post to us, if you wish to submit your order for our Services. You may also want to refer to our specific TAL modules and the Demo accessible on our website to help you understand better the services which we provide and various TAL modules before placing your purchase order. Each purchase order is an offer by you to buy the services specified in the purchase order subject to these Terms. By placing the purchase order with us and paying for our Services you agree to comply with these Terms.

4.2. Acknowledging receipt of your purchase order. After you place your purchase order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.

4.3. Accepting your purchase order. Our acceptance of your purchase order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.

4.4.  If we cannot accept your purchase order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your purchase order. If you have already paid for the Services, we will refund you the full amount.

5. Cancelling your orderand obtaining a refund

5.1. If you decide to cancel the Contract within 14 days of your Order Confirmation, you will be entitled to receive a full refund. You will need to notify us of the cancellation as set out in clause 3.   

5.2. If you decide to cancel the Contract after 14 days of your receipt of the Order Confirmation, you will have to pay us a proportion of our Fees and any other reasonably incurred charges which are due to us up to the date of cancellation. If a refund is due to you, any discount granted to you initially will not be applicable and it will be deducted from the refunded amount. 

5.3. To cancel the Contract, you must inform us in writing. We will email you to confirm we have received your cancellation.

You can also email us at This email address is being protected from spambots. You need JavaScript enabled to view it.. If you are emailing us, please include details of your order to help us to identify it. If you send us your cancellation notice by email, then your cancellation is effective from the date you send us the email. For example, you will have given us notice in time as long you email us before midnight on that day.

5.4. Any refund due to you will be made within 7 days of receipt of cancellation form by us.

6. Our product

6.1. Our product, to which these terms apply, is TAL (Total Asset Lifecycle), which is an online platform which allows all stakeholders to monitor and manage the assets in a building through having access to the information in relation to these assets in a particular building, which is stored on our safe and secure smart Building Documents Database (TAL).

6.2. We offer different modules to suit your specific requirements.  Whether you are the owner of a commercial office building, the facility manager of a residential block or retail complex, our flexible modules can be tailored to your current specific needs and adapted as and when they need to be adapted (Modules). The description of our Modules is set out on our website and can be accessed via this link: https://www.tal-data.com/tal-modules  

7. Our services

7.1. Description of TAL services

This is the description of TAL services provided by us to our clients (Services):

- Providing an online TAL platform for the clients’ use, which allows the clients to set up one or more buildings and also a number of rooms or spaces in those buildings.

- Providing access to the information in relation to the assets in a building through our Building Documents Database.

- Creating and providing a uniquely identifiable TAL QR Code for each room or space in the building (Optional).

- Providing a monitoring and reporting tool (Optional).

- Protecting the integrity of the data generated through TAL.

- Software maintenance and update.

- Providing any other TAL related services as required (Optional).

7.2. Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.  As per clause 4.1 above, the scope of specific services purchased by you will be set out in the purchase order.

7.3. Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.  If you would like to make any changes to the Services set out in the purchase order, this could only be done if we agree to these changes being made.  

7.4. Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

7.5. Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

8. Your obligations

8.1. It is your responsibility to ensure that:

a. the terms of your purchase order are complete and accurate;

b. all payments of our fees and charges are made without any delay;

c. you cooperate with us in all matters relating to the Services;

d. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;  

e. you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

f. you comply with all applicable laws, including health and safety laws;

g. any messages written by you on our TAL platform or by anyone you have allowed access to our internal online TAL platform do not contain any offensive, inappropriate or illegal content or connotation. We have the right to remove any of your messages, if, in our opinion, they do not comply with acceptable content standards; and

h. you provide a key contact for us to communicate with on a regular basis in relation to the services provided to you. This key contact should be either a manager or someone with authority to make decisions on behalf of your company or to enter into a contract with us.

8.2. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 1 (Your Default):

a. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 15 (Termination);

b. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and

c. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

9. Our fees

9.1. In consideration of us providing the Services you must pay our fees as set out in the purchase order (Fees).

9.2. If you wish to change the scope of the Services (e.g. adding or removing assets or adding or removing modules) after we accept your order, and we agree to such change, we will modify the Fees accordingly.

9.3. We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 6 for what happens if we discover an error in the price of the Services you ordered.

9.4. We reserve the right to increase or decrease the Fees on an annual basis. We will notify you about any changes in our Fees in writing.

9.5. Our Fees are exclusive of VAT or any equivalent tax in your jurisdiction. Where VAT or equivalent tax is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Fees.

9.6. It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site, we will charge the lower amount. If the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.

10. How to pay

10.1. Payment for the Services is in advance. We will take your payment of our Fee upon acceptance of your order and will take subsequent payments monthly in advance (unless otherwise is agreed by the parties).

10.2. You can pay for the Services in accordance with the purchase order using a debit card, credit card, direct debit or any other similar automated payment method.   

10.3. A discount will be available for annual upfront payment of our Fees.

10.4. We will send you an electronic invoice within seven days of the beginning of the month. For any failed or cancelled payments, a £20 administration fee will be levied. 

10.5. If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 15 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time. 

11. Intellectual property rights

11.1. All intellectual property rights in or arising out of or in connection with TAL Services or our Modules will be owned by us.

11.2. We agree to grant you a non-exclusive, royalty-free licence during the term of the Contract to use the TAL Services and our Modules. You may not sub-license, assign or otherwise transfer the rights granted in this clause 2.  

12. How we may use your personal information

12.1. We will use any personal information you provide to us to:

a. provide the Services;

b. process your payment for the Services; and

c. inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

12.2. We will process your personal information in accordance with data protection legislation.

12.3. Please refer to our Privacy Policy for more information on how we process your personal data [INCLUDE THE LINK TO THE ONLINE PRIVACY POLICY].

13. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

13.1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

a. death or personal injury caused by negligence;

b. fraud or fraudulent misrepresentation; and

c. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

13.2. Subject to clause 1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

a. loss of profits;

b. loss of sales or business;

c. loss of agreements or contracts;

d. loss of use or corruption of software, data or information;

e. loss of or damage to goodwill; and

f. any indirect or consequential loss.

13.3. Subject to clause 13.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Fees paid under the Contract.

13.4. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

13.5. This clause 13 will survive termination of the Contract.

14. Confidentiality

14.1. We each undertake that we will not at any time during the Contract, and for a period of 12 months after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 14.2.

14.2. We each may disclose the other's confidential information:

a. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and

b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3. Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

15. Termination, consequences of termination and survival

15.1. Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

a. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;

b. you fail to pay any amount due under the Contract on the due date for payment;

c. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;

d. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

e. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

15.2. Consequences of termination

15.2.1. On termination of the Contract we will remove access to our online platform.

15.2.2. Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

16. Events outside our control

16.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

16.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

a. we will contact you as soon as reasonably possible to notify you; and

b. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

16.3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will charge you for our Fees and any other charges reasonably and actually incurred by us in performing the Services up to the date of the occurrence of the Event Outside Our Control.

17. Non-solicitation

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of 12 months following termination of the Contract.

18. Communications between us

18.1. When we refer to "in writing" in these Terms, this includes email.

18.2. Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

18.3. A notice or other communication is deemed to have been received:

a. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;

b. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

c. if sent by email, at 9.00 am the next working day after transmission.

18.4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

18.5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

19. General

19.1. Assignment and transfer

a. We may assign or transfer our rights and obligations under the Contract to another entity.

b. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

19.2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

19.3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

19.4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

19.5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

19.6. Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.