These Terms of Use (the “Agreement”) govern your access to and use of the Taskly online productivity and task management platform, including any related websites, applications, or services (collectively, the “Services”). Taskly (“we,” “us,” or “our”) is a New Zealand–based software company that offers productivity and task management solutions to individuals and organizations worldwide. By clicking “I Agree,” signing an Order Form that references this Agreement, or otherwise using the Services, you (“Customer,” “you,” or “your”) agree to be bound by these terms. If you do not agree, you may not access or use the Services.

1. Definitions

1.1. “Add-Ons” Means additional functionalities, modules, or enhancements made available for purchase or subscription beyond the standard Services offered under a Subscription Plan.
1.2. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means owning more than 50% of the shares or voting rights of such entity.
1.3. “Authorized User” (or “User”) means an individual who is authorized by Customer to use the Services under Customer’s account, including employees, consultants, contractors, and agents of Customer.
1.4. “Confidential Information” means all information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential, or that should reasonably be understood to be confidential by its nature. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already in the Receiving Party’s possession without obligation of confidentiality; (c) is disclosed to the Receiving Party by a third party without obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
1.5. “Customer” means the individual or legal entity (including its Affiliates) entering into this Agreement with Taskly. References to “you,” “your,” or “Customer” in this Agreement refer to that individual or entity, as well as any Authorized Users accessing or using the Services under that individual’s or entity’s account.
1.6. “Customer Data” means any data, content, code, information, or other materials of any type that you upload or submit to the Services.
1.7. “Data Protection Laws” means all applicable worldwide legislation (including the EU General Data Protection Regulation (GDPR) and UK GDPR) relating to data protection and privacy, and any legally binding regulations, guidance, or codes of practice issued by data protection regulators.
1.8. “Documentation” means any manuals, instructions, or other documents or materials that Taskly makes available to you, in any form or medium, which describe the functionality or use of the Services.
1.9. “Effective Date” means the date on which Customer first agrees to or is otherwise bound by this Agreement (e.g., by signing an Order Form, clicking “I Agree,” or first accessing the Services).
1.10. “Fees” means the amounts payable by Customer to Taskly for access to and use of the Services, including any costs for Upgrades, Add-Ons, or other adjustments as set forth in the applicable Order Form.
1.11 “Force Majeure Event” means any event or circumstance beyond a party’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, strikes or labor disputes, war or civil unrest, governmental actions or regulations, power failures, internet disturbances, or any other cause that could not have been reasonably anticipated and prevented by the affected party.
1.12. “Order Form” means any ordering document, purchase order, online sign-up page, or other instrument that sets forth the specific Services, applicable fees, Subscription Term, Subscription Plan, and any other relevant terms agreed to by the parties.
1.13. “Personal Data” means any information relating to an identified or identifiable natural person, as defined under applicable Data Protection Laws, that is processed by Taskly in the course of providing the Services.
1.14.“Services” means the Taskly online productivity and task management platform (including all related websites, mobile or desktop applications), as well as any features, functionalities, tools, or resources provided by Taskly under this Agreement. This also includes any professional services, support, or other ancillary services described in an applicable Order Form or in the Documentation.
1.15. “Subprocessor” means any third party authorized by Taskly to process personal data on Taskly’s behalf in connection with providing the Services.
1.16. “Subscription” refers collectively to the Subscription Plan and the Subscription Term purchased by Customer, as described in the relevant Order Form.
1.17. “Subscription Plan” means the level or tier of Services (e.g., Basic, Premium, Enterprise) you select under an Order Form, each of which may include different features, usage limitations, or service levels.
1.18. “Subscription Term” means the period during which you are entitled to access and use the Services, as specified in the applicable Order Form. The Subscription Term may renew automatically or expire pursuant to the terms of this Agreement.
1.19. “Taxes” means all taxes, levies, duties, or similar governmental assessments of any nature (including, for example, value-added, sales, use, or withholding taxes) imposed by any jurisdiction in connection with this Agreement 1.20. “Upgrade” means any change to your Subscription that includes, but is not limited to, (a) adding features or services, (b) increasing the number of Users, (c) moving to a higher-tier Subscription Plan, or (d) extending the Subscription Term. 1.21. “Users Increase” means any increment in the number of authorized Users associated with the Customer’s account, whether due to invitations, automatic enrollment based on email domain, or other methods enabled by the Services.

2. Provision of Services

2.1. Access Rights Subject to your compliance with this Agreement and timely payment of fees, Taskly grants you a limited, non-exclusive, non-transferable right to access and use the Services during the subscription term specified in an Order Form.
2.2. Restrictions You shall not (and shall not permit any third party to): (a) Reverse engineer, decompile, or disassemble the Services; (b) Sell, resell, sublicense, or otherwise transfer the Services to any third party without Taskly’s prior written consent; (c) Use the Services in violation of any applicable laws or regulations; (d) Interfere with or disrupt the integrity or performance of the Services.
2.3. Your Responsibilities You are responsible for: (a) Ensuring the confidentiality of your login credentials; (b) All activities that occur under your accounts; (c) The legality, reliability, and appropriateness of all Customer Data; (d) Maintaining your own backups of Customer Data (see also Section 10.3 regarding data loss).
2.4. Modifications to Services Taskly may modify or discontinue any portion or feature of the Services at any time, provided that such modification does not materially degrade the core functionality of the Services you are subscribed to. Taskly will use reasonable efforts to provide advance notice of any material changes.

3. Fees and Payment

3.1 Order Form

1. General. The Services may be purchased through an order form, purchase document, in-product purchase flow, or any other form specified by Taskly (each, an “Order Form”). Each Order Form will list, at a minimum, the Services ordered, associated fees, the subscription plan, and the term.
2. Purchase Orders. If you submit a purchase order referencing an Order Form, such purchase order is deemed to incorporate these Terms by reference. Any additional or conflicting terms stated in the purchase order shall have no force or effect unless specifically agreed in writing by Taskly.

3.2 Subscription

1. Subscription Basis. Unless otherwise noted in an Order Form, the Services are provided on a subscription basis for the term identified in the Order Form (the “Subscription Term”).
2. Subscription Plan. Your use of the Services is governed by the features, limitations, and pricing of the subscription plan set forth in the Order Form (the “Subscription Plan”). Collectively, the Subscription Plan and Subscription Term are referred to as the “Subscription.”

3.3 Fees

1. Obligation to Pay. In consideration of the Services (excluding any free or trial services), you (“Customer”) shall pay Taskly all applicable fees detailed in the Order Form (the “Fees”). Unless otherwise stated, Fees are listed in local currency based on the Customers location.
2. Payment Authorization. By providing Taskly (or its payment processor) with your credit card or other payment details, you authorize Taskly to charge you for the Fees when due.
3. Non-Refundable. Except as explicitly stated in these Terms or required by law, the Fees are non-cancelable and non-refundable once paid.
4. Fee Adjustments. Taskly may modify the Fees at any time, upon notice to you, which will take effect only upon the renewal of your Subscription (unless otherwise specified in the Order Form).

3.4 Taxes

1. Taxes Excluded. Unless otherwise indicated, the Fees do not include any taxes, duties, or levies (e.g., sales tax, VAT, GST) (“Taxes”).
2. Your Responsibility. You are solely responsible for paying any applicable Taxes related to your purchase or use of the Services. If any Taxes must be withheld by law, you shall promptly inform Taskly and work in good faith to minimize such withholding. In any event, the amount actually received by Taskly must equal the full amount invoiced (i.e., net of any withheld Taxes).

3.5 Upgrades

1. Definition of Upgrades. You may add additional users, upgrade to a higher Subscription Plan, purchase extra services or features (“Add-Ons”), or extend your Subscription Term (collectively, “Upgrades”).
2. Billing for Upgrades. Upon an Upgrade, you will be billed for the applicable Fees at Taskly’s then-current rates (unless otherwise specified in an Order Form). The timing and pro-ration of any additional Fees will be as indicated on the Order Form or at the time of the Upgrade. Some Upgrades may reset your Subscription Term, while others may only be prorated for the remainder of the current Subscription Term.

3.6 Adding Users

1. User Increases. Unless disabled in your account settings, existing users (or individuals with the same email domain) may invite additional users to join your Taskly account, causing an increase in the total user count (“Users Increase”).
2. Effect on Fees. If you add users, the increase may either (a) require a new Subscription Term or (b) be billed on a pro rata basis for the remaining portion of your current Subscription Term, as indicated on the Order Form or in your account settings.

3.7 Excessive Usage If Taskly, in its sole discretion, determines that you (or any of your users) are misusing or excessively using the Services—beyond what is considered normal or intended for your Subscription Plan—Taskly may (i) offer the Services at a different fee, or (ii) impose additional fees or usage restrictions (e.g., storage, bandwidth, or automation limits). 3.8 Billing

1. Accurate Information. You must provide and maintain accurate, complete, and up-to-date billing information.
2. Authority to Charge. You authorize Taskly (directly or through affiliates or third-party processors) to charge your designated payment account, and to take any reasonable steps to ensure prompt payment (e.g., verifying credit card details).
3. Failed Payments. If Taskly cannot collect payment when due, Taskly may (but is not obligated to) reattempt billing at a later date and/or suspend or terminate your account without further notice.

3.9 Subscription Auto-Renewal

1. Automatic Renewal. To avoid service interruption, your Subscription automatically renews at the end of the current Subscription Term for a similar duration, unless you cancel or modify it before expiration.
2. Cancellation Window. For annual Subscriptions, you generally must provide notice of cancellation at least 30 days before the end of the then-current term, unless otherwise specified in the Order Form.
3. No Refunds for Early Cancellation. Except as stated in these Terms or the Order Form, if you cancel your Subscription before its expiration, the Subscription will not renew but you will not be refunded or credited for any unused period.

4. Term and Termination

4.1. Term This Agreement begins when you first agree to these terms (e.g., upon signing an Order Form or online acceptance) and continues until all Order Forms have expired or been terminated.
4.2. Subscription Term Each Order Form specifies the term of your subscription. Subscriptions may renew automatically unless either party gives written notice of non-renewal at least 30 days before the end of the current term (unless otherwise stated in the Order Form).
4.3. Termination for Cause Either party may terminate this Agreement upon written notice if the other party: (a) Materially breaches any provision of this Agreement and fails to cure such breach within 30 days of receipt of written notice; or (b) Ceases its business operations or becomes subject to insolvency proceedings.
4.4. Effects of Termination Upon termination or expiration of this Agreement: (a) Your right to access the Services will immediately cease; (b) You shall pay any outstanding fees due for the remaining subscription term if terminated by you without cause; (c) Upon your request made within 30 days after termination, Taskly will make available a file of your Customer Data in a commercially reasonable format. After this period, Taskly may delete Customer Data in accordance with its standard data retention policies.

5. Confidentiality

5.1. Obligations The Receiving Party will: (a) Use the Disclosing Party’s Confidential Information only to fulfill obligations under this Agreement; (b) Not disclose the Disclosing Party’s Confidential Information to any third party without prior written consent (except to its employees, agents, or Affiliates bound by similar confidentiality obligations).
5.2. Compelled Disclosure If the Receiving Party is required by law to disclose Confidential Information, it must provide the Disclosing Party with reasonable notice (if legally permitted) and cooperate with the Disclosing Party’s efforts to contest or limit the disclosure.

6. Intellectual Property

6.1. Taskly IP Taskly (and its licensors) owns all right, title, and interest in and to the Services and associated intellectual property. All rights not expressly granted to you are reserved by Taskly.
6.2. Customer Data You retain all rights to your Customer Data. You grant Taskly a non-exclusive license to process, store, and use your Customer Data solely as necessary to provide the Services and support to you.
6.3. Feedback If you provide suggestions or feedback to Taskly about the Services, Taskly may use such feedback for any purpose without obligation to you.

7. Data Protection (GDPR and Other Regulations)

7.1. Compliance with Data Protection Laws Where Taskly processes personal data on your behalf, Taskly will comply with applicable data protection laws, including the EU General Data Protection Regulation (GDPR), UK GDPR, or other relevant regulations. Please see our Privacy Policy for additional details.
7.2. Subprocessors Taskly may engage Subprocessors to assist in delivering the Services. A current list of Subprocessors is maintained at the Subprocessor List below and may be updated from time to time. Taskly will ensure each Subprocessor is bound by obligations consistent with this Agreement.
7.3. Data Transfers Taskly may transfer personal data internationally as necessary to deliver the Services, subject to appropriate safeguards under applicable data protection laws (e.g., Standard Contractual Clauses).

8. Warranties and Disclaimers

8.1. Limited Warranty Taskly warrants that the Services will perform materially in accordance with the applicable Documentation under normal use. In the event of any material breach of this warranty, your sole remedy will be for Taskly to use commercially reasonable efforts to correct such non-conformity.
8.2. General Disclaimer EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, TO THE FULLEST EXTENT PERMITTED BY LAW, TASKLY PROVIDES THE SERVICES “AS IS” AND “AS AVAILABLE,” AND DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. TASKLY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ALL DEFECTS WILL BE CORRECTED.

9. Indemnification

9.1. Provider Indemnification (a) Scope: Subject to Section 10 (Limitation of Liability), Taskly will defend (at its expense) any third-party claim alleging that the Services infringe or misappropriate such third party’s intellectual property rights. Taskly will pay any final court-awarded damages or settlement amount agreed in writing by Taskly, provided that:

1. You promptly notify Taskly of the claim and provide all necessary cooperation;
2. Taskly has sole control over the defense and settlement; and
3. The claim does not arise from (i) your modifications or combinations of the Services not authorized by Taskly, or (ii) use of the Services in violation of this Agreement. (b) Remedies: If the Services are found to infringe, Taskly may (i) obtain the right for you to continue using the Services; (ii) replace or modify the Services; or (iii) terminate your subscription and refund a pro-rated portion of any prepaid fees. (c) Exclusive Remedy: This Section 9.1 states Taskly’s entire liability and your sole and exclusive remedy for any IP infringement claim related to the Services.

9.2. Customer Indemnification You shall defend, indemnify, and hold harmless Taskly from any third-party claim arising from or relating to (a) your breach of this Agreement, or (b) Customer Data (including allegations that Customer Data infringes or misappropriates third-party rights).

10. Limitation of Liability

10.1. Exclusion of Certain Damages TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2. Liability Cap EXCEPT FOR EITHER PARTY’S (A) INDEMNIFICATION OBLIGATIONS (SUBJECT TO THIS SECTION), OR (B) BREACH OF CONFIDENTIALITY, EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO TASKLY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10.3. Data Loss and Downtime TASKLY SPECIFICALLY DISCLAIMS ANY LIABILITY FOR (A) THE UNAVAILABILITY OR DOWNTIME OF THE SERVICES, AND (B) ANY LOSS OR CORRUPTION OF CUSTOMER DATA. WHILE TASKLY PERFORMS REGULAR BACKUPS FOR ITS OWN OPERATIONS, YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT BACKUPS OF YOUR CUSTOMER DATA.
10.4. Essential Purpose THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL PART OF THE AGREEMENT.

11. Force Majeure

Neither party will be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, earthquakes, fires, floods, wars, labor disputes, governmental regulations, riots, pandemics, power failures, or internet disturbances (“Force Majeure Event”). The affected party will promptly notify the other of the Force Majeure Event and make reasonable efforts to mitigate its effects.

12. Miscellaneous

12.1. Entire Agreement This Agreement (including any referenced documents like our Privacy Policy or Subprocessor List) constitutes the entire agreement between you and Taskly and supersedes any prior agreements, understandings, or communications.
12.2. Assignment Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except in connection with a merger, acquisition, or sale of all or substantially all assets.
12.3. No Waiver Failure by either party to enforce any right under this Agreement will not constitute a waiver of future enforcement of that right or any other right.
12.4. Severability If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
12.5. Governing Law and Jurisdiction This Agreement is governed by the laws of New Zealand, without regard to conflict-of-law rules. Any disputes will be subject to the exclusive jurisdiction of the courts located in New Zealand.
12.6. Notices Notices under this Agreement must be in writing and addressed to the contact listed on the applicable Order Form or in your account. Electronic notices will be deemed written notices.

13. Contact Us

If you have any questions about these Terms of Use or the Services, please contact us at: Taskly Email: info@taskly.co.nz

Subprocessor List

Pursuant to the Terms of Use, we use the following Subprocessors to provide certain elements of our Services. We have entered into data processing agreements (including, where applicable, Standard Contractual Clauses) with each Subprocessor to ensure appropriate safeguards for personal data.

Subprocessor Name	Purpose of Processing	Location	Link to Privacy Policy
Digital Ocean	Hosting infrastructure	Sydney	https://www.digitalocean.com/legal/privacy-policy
Stripe	Payment processing	USA	https://stripe.com/privacy
HubSpot	Marketing automation/emails	USA	https://www.hubspot.com/legal/privacy-policy
Google	Analytics, cloud services	Global	https://policies.google.com/privacy
Postmark	Email Processing	USA	https://postmarkapp.com/privacy-policy
Pirsch	Analytics	Germany	https://pirsch.io/privacy
Slack	Internal communication & support	Global	https://slack.com/intl/en-au/trust/privacy/privacy-policy
Xero	Accounting	USA	https://www.xero.com/nz/legal/privacy/
Bugsnag	Application Monitoring	USA	https://smartbear.com/privacy/
Trello	Project Management	Global	https://support.atlassian.com/trello/docs/privacy/