Thyme — Terms of Service

These Terms govern use of the Site and Services provided by Thyme. By using the Site or any Service, you agree to them. If you do not agree, do not use the Site or the Services.

Thyme is owned and operated by Greenhat Group Pty Ltd (ABN 41 601 776 943) ("Greenhat Group").

We may update these Terms from time to time, and the current version is always at https://truethyme.com/legal/terms. The version of these Terms in force when your subscription starts or renews applies for that whole subscription period — we will not change the Terms that apply to your current period. If we update these Terms during your subscription period, the changes take effect for you only from the start of your next period, unless we must make a change sooner to comply with the law or to protect the security of the Service. We will make reasonable efforts to tell you about substantial changes by email or in the Service. A breach of these Terms may result in termination of your account.

Definitions

Account Holder — the individual who registers for the Service on behalf of a Client.

Client — the entity that acquires the Services, represented by the Account Holder.

Client Data — all data and content the Client, Account Holder or any Invited User imports into or generates through the Service.

Confidential Information — has the meaning in Section K.

Intellectual Property Rights — all intellectual property rights worldwide, whether registered or not, including copyright, trade marks, designs, patents, trade secrets and know-how.

Thyme, we, us, our — Greenhat Group Pty Ltd and its related entities, which own and operate the Thyme service.

Invited User — any person, other than the Client and Account Holder, who uses the Service at the Account Holder's invitation.

Order — any subscription order, quote, statement of work or early-access offer accepted by the Client, setting out the Services, tier, term and fees.

Services — the Thyme platform and related services we make available, including any onboarding or data-migration services described in an Order.

Site — truethyme.com, app.truethyme.com and any other site we operate.

You — all users of the Site and Services, including the Client, Account Holder and Invited Users, unless stated otherwise.

A. Accounts

1. In return for the subscription fees, we provide the Services to the Client on these Terms. During early access, we provision accounts as part of onboarding rather than self-service signup.
2. Each user needs a login (email and password). We may treat all activity under a login as yours, and may verify your email address. A login is for one individual only; the Account Holder may create as many logins as the Client's tier allows.
3. You are responsible for keeping your login secure. We are not liable for loss arising from your failure to do so.

B. Fees, billing and changes

1. We charge the payment method on record for the Client, or as set out in your Order.

2. Subscriptions are billed annually in advance from the subscription start date; each anniversary of that date is an Anniversary Date. All fees are non-refundable, and we do not credit partial periods, downgrades or unused time — except for the upgrade credit in clause B.4.

3. Fees exclude GST, VAT and other taxes, which the Client must pay. The Services and prices are described at https://truethyme.com/pricing and in your Order.

4. If the Client changes tier during a subscription period:

   (a) Upgrades take effect when we action them and start a new annual subscription for the higher tier. We apply a credit to that new subscription equal to the pro-rata value of the unused remainder of the Client's current lower-tier subscription. This credit is the only circumstance in which we refund or credit subscription fees.

   (b) Downgrades do not take effect immediately. The Client keeps access at its current tier until the next Anniversary Date, and the downgrade takes effect from that date. We do not credit or refund the difference, and a downgrade may reduce features or capacity, for which we are not liable.

5. Unless cancelled under Section C, your subscription renews automatically on each Anniversary Date for a further term, and you authorise us to charge the then-current fee.

6. Onboarding and data-migration are a separate, one-time engagement, quoted and invoiced under the relevant Order.

C. Cancellation, suspension and termination

1. To cancel, the Account Holder must notify us through the account-management process in the Service or, if that is unavailable, in writing to legal@truethyme.com. We record the cancellation when it is submitted, but it takes effect only on the next Anniversary Date — the subscription continues until then and does not renew. The Account Holder is solely responsible for cancelling correctly. Annual subscription fees are not refundable, and no credit is given for the remainder of the term.
2. On cancellation, account data is kept briefly to allow reversal, then irrevocably deleted. We may retain anonymised, aggregated and logging data in accordance with our Privacy Policy (https://truethyme.com/legal/privacy).
3. Non-payment may lead to suspension or termination of the account (and all its user accounts) and, after a short period, deletion of the accounts and data. We may decline, suspend or terminate the Services to anyone at our discretion; termination deactivates or deletes user accounts.

D. Changes to the Services and prices

1. We may modify or discontinue the Services (or any part) with or without notice, and are not liable to you or any third party for doing so.
2. We may change our prices from time to time on at least 30 days' notice (given by posting to the Site, by email, or through the Service). A price change applies to your subscription only from your next renewal on the Anniversary Date.

E. Data, roles and permissions

1. The Service lets you import and analyse commercial data — proposals, projects, billings, payroll-related and cashflow data — across one or more entities, offices or brands, and consolidate it for forecasting and reporting.
2. The Service provides role- and permission-based access controls. You are responsible for configuring them so that data is not shared inappropriately among users, entities, offices or brands.
3. Before importing data or inviting an Invited User, the Client must have the right and any necessary consents to collect, use and process that data — including personal information about its staff, contractors, clients and related entities — for use in the Service, and is responsible for its own privacy arrangements with those people.
4. You agree we may collect, use and disclose personal information in accordance with our Privacy Policy (https://truethyme.com/legal/privacy).

F. Acceptable use

1. You must not, and must not allow any person to:

   (a) use the Service unlawfully, or otherwise than as permitted by these Terms or your Order;

   (b) resell, sublicense, rent or make the Service available to a third party, or run a service bureau, except as your Order permits;

   (c) exceed or circumvent the user, capacity or usage limits of your tier, or share a login;

   (d) introduce malware, or overload or interfere with the Service or its infrastructure; or

   (e) access any part of the Service, or another customer's data, without authorisation, or probe or test its security.

2. We may suspend or limit access where we reasonably suspect a breach of this Section F, and may report unlawful activity.

G. Access, intellectual property and restrictions

1. Thyme (or its licensors) owns all Intellectual Property Rights in the Service, including its software, source and object code, interfaces, documentation, methodology, models, templates, workflows, designs and look and feel, and any improvements. Except for the access right in clause G.2, you receive no licence of, or interest in, the Service or its software.

2. The Service is provided as software-as-a-service: the software is hosted by or for us and accessed remotely. We do not sell, deliver or license you any copy of it, its source code or object code. For the subscription fees, the Client has a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the hosted Service during the subscription period for its internal business purposes, under these Terms and your Order.

3. You must not, and must not allow any person to:

   (a) reverse engineer, decompile, disassemble or otherwise attempt to discover or reconstruct the source code, structure, ideas, models, methodologies, algorithms or know-how of the Service, except where this restriction cannot lawfully be excluded;

   (b) copy, frame, mirror, modify or create derivative works of the Service or its templates, workflows, data structures or reports;

   (c) use the Service, its outputs, structure or any non-public know-how or methodology in it to build, train or benchmark any competing product, service, model or methodology;

   (d) use any scraper, crawler, automated agent, or machine-learning or artificial-intelligence system to access, extract or copy any part of the Service, its outputs or its underlying logic, or to train any model on them, except through a documented API and as we authorise in writing or in your Order;

   (e) remove any proprietary notice on or within the Service; or

   (f) circumvent, disable or interfere with any security, access-control or usage-metering feature of the Service.

4. The Client owns all Intellectual Property Rights in the Client Data, and grants us a non-exclusive, worldwide, royalty-free licence to host, process and use the Client Data as needed to provide, secure, support and improve the Service and to comply with law. We may also create aggregated and de-identified data from the Client Data and from use of the Service, and may use that aggregated and de-identified data for any business purpose — including to produce benchmarks, insights and statistics and to develop, test, train and improve our products, features and models. Aggregated and de-identified data does not identify the Client, any individual, or any of the Client's own clients; it is not Client Data or Confidential Information; and it is owned by us.

5. If you give us feedback, suggestions or ideas about the Service, we may use them for any purpose without obligation to you.

H. Warranties and disclaimers

1. We take reliability and security seriously and use reasonable measures designed to maximise uptime, minimise errors, and keep the Service secure. Our uptime commitments are set out in our Service Level Agreement at https://truethyme.com/legal/sla, and our security practices are described on our Security page at https://truethyme.com/security. Beyond those commitments, and subject to Section I, the Service is provided "as is" and "as available" to the maximum extent permitted by law: we exclude all other warranties, express or implied (including merchantability, fitness for purpose, title and non-infringement), and do not otherwise warrant that the Service will be uninterrupted, error-free or secure.
2. The Service's forecasts, projections and other outputs are decision-support tools based on your data and on assumptions that involve uncertainty. They are not financial, accounting, investment, tax or legal advice, and are not a guarantee of any outcome. You are responsible for the data you enter and the decisions you make, and should obtain your own professional advice where appropriate.

I. Australian Consumer Law

1. Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you have under the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) that cannot lawfully be excluded (a Non-Excludable Guarantee).
2. The parties acknowledge that the Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption. To the extent permitted by section 64A of the Australian Consumer Law, our liability for failing to comply with a Non-Excludable Guarantee in respect of the Services is limited, at our option, to re-supplying the Services or paying the cost of having them re-supplied.

J. Limitation of liability

1. This Section applies subject to Section I and does not limit any liability that cannot be excluded by law.

2. Neither party is liable to the other for any indirect or consequential loss, or for any loss of profits, revenue, anticipated savings, business opportunity, or loss or corruption of data, however arising and whether in contract, tort (including negligence) or otherwise.

3. Our total aggregate liability in connection with the Service and these Terms is limited to the lesser of:

   (a) the subscription fees actually paid by the Client for the Service in the 12 months before the event giving rise to the liability; and

   (b) the direct loss or damage actually incurred.

4. The Service is not your sole or definitive record of your financial position; you are responsible for keeping independent records and backups of the Client Data, and to the maximum extent permitted by law we are not liable for loss arising from your failure to do so.

5. Each party must take reasonable steps to mitigate any loss it suffers under these Terms.

K. Confidentiality

1. Confidential Information means non-public information one party (the discloser) gives the other (the recipient) in connection with the Service or these Terms that is marked, or would reasonably be understood, to be confidential. Ours includes the non-public elements of the Service — its structure, templates, models, workflows and reports, our unpublished onboarding and methodology materials, the Service's underlying logic and know-how, and our non-public pricing, roadmap and product information. The Client's includes the Client Data.
2. The recipient must keep the discloser's Confidential Information confidential, use it only to exercise its rights and meet its obligations under these Terms, and disclose it only to personnel and advisers who need it and are bound by like obligations. The recipient is responsible for any breach by those people.
3. These obligations do not apply to information that is or becomes public other than by breach of these Terms, was already lawfully held without a duty of confidence, is independently developed without using the discloser's Confidential Information, or is lawfully received from a third party without restriction. The recipient may disclose Confidential Information as required by law or a regulator, giving prior notice where lawful.
4. These obligations apply during the subscription period and for three (3) years after it ends, and for information that is a trade secret, for as long as it remains a trade secret.
5. You acknowledge that the non-public know-how, methodology, structure and models in the Service are valuable and proprietary to us, that damages may not be an adequate remedy for their unauthorised use or disclosure, and that we may seek injunctive or other equitable relief in addition to any other remedy.

L. Marketing

Unless the Client tells us otherwise in writing, we may name the Client as a customer and use its name and logo on the Site and in our promotional content, following the Client's brand guidelines if provided. The Client grants us a revocable, non-exclusive, non-sub-licensable, non-transferable, royalty-free licence to use, display and reproduce its name, logo and trade marks for this purpose. Each party's trade marks remain its own.

M. Governing law and dispute resolution

1. These Terms are governed by the laws of Queensland, Australia.
2. Before commencing arbitration, the parties will try in good faith to resolve any dispute, escalating it to a senior representative of each party, within 20 business days of written notice of the dispute.
3. Any dispute not resolved that way will be finally resolved by arbitration, rather than litigation, seated in Brisbane, Queensland, before a single arbitrator, conducted in English, administered under the rules of the Resolution Institute and the Commercial Arbitration Act 2013 (Qld). The award is final and binding on the parties, and the arbitration is to be kept confidential.
4. Despite clause M.3, either party may seek urgent injunctive or interlocutory relief from a court, and nothing in this Section limits any Non-Excludable Guarantee.

N. Assignment and novation

1. We may assign, novate or otherwise transfer these Terms, and our rights and obligations under them, in whole or in part, to any of our related entities, or to a third party in connection with a merger, acquisition, reorganisation, or a sale of all or a substantial part of our business or assets. We will give the Client notice, and the Client's further consent is not required.
2. The Client consents in advance to any such novation and agrees to promptly do anything we reasonably request to give it effect (including signing a novation deed). On a novation, the incoming party assumes our obligations under these Terms and we are released from them to that extent.
3. The Client may not assign, novate or transfer these Terms, or any rights or obligations under them, without our prior written consent.
4. These Terms bind and benefit each party's permitted successors and assigns.

Contact

Thyme is owned and operated by Greenhat Group Pty Ltd (ABN 41 601 776 943), 10 Prospect Street, Fortitude Valley QLD 4006, Australia. Questions about these Terms can be sent to legal@truethyme.com.