Your use of Our Service (whether or not You have signed these Terms of Service and/or registered with Us), and/or opening an account with Us, is as an acknowledgement that You have read, understood and accept these Terms of Service.
The Service and the Site are operated and provided by TxtLocal Ltd (company no. 5578161), having its registered office at C/O Cisco, Park House, 16-18 Finsbury Circus, London, United Kingdom, EC2M 7EB which trades as Textlocal (hereinafter referred to as “Textlocal”).
If You have any questions regarding these Terms of Service please contact Us at firstname.lastname@example.org or on +441244752299.
These Terms of Service refer to the following additional Policies, which also apply to Your use of Our Site and Our Service:
Our Website Acceptable Use Policy which can be found on Our website, www.textlocal.com.
Definitions and interpretation
- We may modify, update and/or change these Terms of Service without notice to You and unless stated to the contrary, all previous versions of the Terms of Service shall be superseded by the most recent version, which will be available on the Site. You are responsible for reviewing the most recent version of the Terms of Service and being aware of any changes. Continued use of the Service after a change to the Terms of Service constitutes Your acceptance of such change and You shall immediately be bound by the most recent Terms of Service each time You use the Service.
- Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Basis of contract
- If You are opening an account with Us on behalf of a business or organisation, You hereby confirm that You have authority to do so.
- Your account will be deemed active on the earlier of when You have agreed to Our Terms of Service and/or registered with Us and/or used Our Service, on which date You will have entered into a binding contract with Textlocal as set out in these Terms of Service.
- We provide an online mobile messaging service to Our customers, with access to various resources to assist with: direct marketing, communication with Your clients, planning meetings, sending documents, distributing surveys, distributing reward vouchers, and You sending and receiving Messages through Our platform.
- The Service provided by Us to You and Your Use of Our Site shall be subject to these Terms of Service.
- We reserve the right at any time to modify, change, suspend and/or discontinue Our Service (or any part thereof), whether permanently or temporarily without notice to You.
- As part of providing the Service, We may need to send You announcements and messages regarding your use of Our system and system updates. We will use your Contact Details to do so. If you do not provide us with your Contact Details we will not be able to provide the Service to you. We may also send you messages and other communications to provide you with details of additional services and uses of the messenger platform. You can opt out of receiving such communications at any time by clicking the Unsubscribe link on any previous email communication received.
- As an accountholder, You have a personal, non-assignable and non-exclusive license to use the software that is provided to You by Us as part of the Service for the sole purpose of allowing You to use the Service, in the manner permitted by these Terms of Service and all applicable laws, regulations and industry codes of practice.
- We give no warranties that the Service will be provided in a timely manner free from interruptions or errors or that Messages will be delivered.
- You will be charged for every Message You send regardless of the final delivery status of the Message and We shall not be liable for any Message not delivered, or not delivered in a reasonable period of time.
- We are not responsible for the back-up of any information including Content and Contact Details that You use as part of the Service and shall not be labile for any loss of such information.
- We shall not be liable for any loss resulting from failed or late delivery of the Service.
- If you wish to participate in Auto Top-Up the following provisions of this clause 3.10 shall apply to You and your use of the Service:
- You must elect to participate in the Auto Top-Up using the Site;
- You must provide us with a valid credit card or debit card from which the Auto Top-Up payment for further Credits can be taken. You must be authorised to give payment authority in respect of such card;
- You must set limits using the Site which specify, the number of Auto Top-Ups that you may make in any calendar month and the maximum amount of a payment in respect of each Auto Top-Up ( “Auto Top-Up Limits” );
- Any payment taken by us which is within the Auto Top-Up Limits will be deemed to have been authorised by You and such payment will be applied by us in the purchase of new Credits;
- If any Auto Top-Up payment which has been properly requested by us fails it is your responsibility to correct such failed payment within 2 days of Us notifying You of such failure. You shall also be liable for any Credits used by You which relate to such failed payment.
- Our Site is controlled and operated by Us from England. We do not make any representation that Our Site, its contents or the Service are appropriate or suitable for use in countries other than England, or that they comply with any legal or regulatory requirements in any other countries. In accessing the Site, You do so at Your own risk and on Your own initiative, and are responsible for compliance with local laws, to the extent any local laws are applicable. If it is prohibited to make this Site, its content or the Service (or any part of thereof) available in Your country, or to You (whether by reason of nationality, residence or otherwise, this Site, its content or the Service (or any part of thereof) are not directed at You).
- You may link to the home page of Our Site, provided You do so in a way that is fair and legal and does not damage Our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on Our part where none exists. You must not establish a link to Our Site in any website that is not owned by You. Our Site must not be framed on any other website, nor may You create a link to any part of Our Site other than the home page. We reserve the right to withdraw linking permission without notice. The website to which You are linking must comply in all respects with the content standards set out in Our Website Acceptable Use Policy which can be found on Our website, www.textlocal.com.
- If You wish to make any use of content on Our Site other than that set out above, please contact Us at email@example.com
Availability of Our Site and Our Service
We try to ensure that the Site and the Service are available to You at all times. However, there may be occasions where We are forced to withdraw the Site or Service for periods of time. While We shall endeavour to limit any such period, We shall not be liable for any loss suffered resulting from the Site or Service being unavailable.
Suspending and varying the Site and the Service
Sometimes We will update the Site and the Service in an effort to ensure We provide the most up to date and efficient Service. This may involve varying the technical specifications set out on the Site or otherwise communicated to You. This may involve suspending access to the Site or Service for a period of time and We hereby reserve the right to suspend access to the Site or Service for such reasons and in addition to this for operational reasons such as repairs, maintenance, upgrading the functionality of the Service and the Site or for the introduction of new Services. We shall endeavour to limit the frequency and duration of these disruptions.
Your account and registration
- There are two ways to open an account with Us:
- by registering on Our Site; or
- by contacting Us to set up an account for You.
- You agree that We are entitled to treat any use of Your account under Your username and password as use by You.
- If You are under the age of 18, You are not authorised to use Our Service, register with Us and/or open an account with Us. You warrant and represent to Us that You are at least 18 years old. We may close or suspend Your account at any time if You are or if We suspect You are under the age of 18.
- You are only entitled to set up 1 account with Us, unless otherwise agreed with Us. We reserve the right to cancel any accounts operated or registered by You where We find that You have more than 1 account.
- We suggest that You use a “strong” password, to provide for greater security and We will not be liable for any loss or damage arising from Your failure to protect the security of Your account. We will provide You with a replacement password and/or username upon request, provided You meet the appropriate security checks. We will not be liable for any loss You suffer as a result of You forgetting Your username and password.
- We reserve the right to require You to change Your password and username at any time, without cause.
- You agree to fully indemnify Textlocal against any and all claims (including for all costs and damages) made against Us in respect of use of Your account.
- Once You have opened an account with Us, You may purchase Credits at any time through Your account or by contacting Your Account Manager.
- Unless otherwise agreed in writing by Us, You can only pay for Credits in advance using a debit card or credit card or Your PayPal account approved by Us or any other method of payment that We may permit from time to time. Additional administrative charges may apply, depending on the method of payment.
- We may amend methods of payment approved by Us (including withdrawing methods of payment previously approved by Us) at any time.
- You warrant that any information supplied as part of the payment process is accurate and pertains to You and any credit card, debit card or equivalent method of payment provided belongs to You or You are authorised to use such payment method.
- You agree to indemnify Us against any loss We may suffer resulting from incorrect payment information provided or resulting from Your use of a payment method which You were not authorised to use.
- By purchasing Credits, You authorise Textlocal to charge the designated payment method for the total amount of the purchase.
- Once payment has been successfully received by Textlocal Your account will be credited with the corresponding number of Credits.
- Credits are non-refundable unless We terminate Your use of the Service and/or close Your account pursuant to clause 17.
- We accept no liability for any loss caused by You due to failed payments.
- By purchasing Credits from Us, You agree to Our prices which will be set out on Our Site or notified to You by Us at the time You purchase the Credits.
- The price of Credits includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being and includes any other applicable taxes.
- The number of Credits You will use up for using any part of the Service are set Out on Our Site and may vary from time to time. For example, if 1 Credit enables You to send 1 SMS of 160 characters or less, if You want to send an SMS which contains 161 characters, this will use 2 of Your Credits. You may also opt to send messages via Unicode in which case the message is limited to 70 characters per message. If You logon to Your account, You will be able to tell how many pre-paid Credits are available to You, subject to Us having a reasonable amount of time to update Your account from the time You purchase or use Credits.
- Unless You contact Us to leave Credits on Your account at any time before 12 months from the date that You last use a Credit, Credits purchased by You will expire 12 months from the date that You last use a Credit. You will not be entitled to a refund for unused and expired Credits.
- If You use Credits which have not been paid for in advance, You shall immediately on notification from Us, make payment for the unpaid Credits. If You do not pay for the unpaid Credits immediately, You will be issued with an invoice and be subject to clause 9 below, except that clause 9.3 shall not apply and payment will be due for the unpaid Credits immediately on receipt of Our invoice.
- We are under no obligation to warn You that Your Credits will soon expire, but may do so as a courtesy.
- We shall endeavour to inform You when You have used Your pre-paid Credits, but are under no obligation to do so and shall not be liable for any consequences of not doing so.
Invoiced Credits and credit arrangements
- At Our sole discretion, We may offer Credits to You on account and if We do, this clause 9 shall apply.
- In consideration of the provision of the Service pursuant to a credit arrangement, You shall pay to Us fees for the Credits used at the rates previously agreed by Your Account Manager or as otherwise set out in Our invoices, which will be issued to You from time to time.
- You shall pay each of Our invoices, in full within 30 days of the date of the invoice.
- If payment or part payment of an invoice is delayed or if you are breach of clause 3.10:
- We shall be entitled to charge You interest at a rate of 4% per annum above the Barclays Bank Plc base rate from time to time on any sums that you owe to Us; and
- sums due to Us by You may be set off against the value of any Credits which You have already paid for (and those Credits will be withdrawn from Your account) and/or any sums of money payable by Us to You under any other agreement between Textlocal and any other member of Our group of companies and You; and
- We shall be entitled to recover Our reasonable costs of recovering the amounts owed to Us to include but not limited to; management time spent collecting the debt, debt recovery agency fees and legal fees; and
- We shall be entitled to terminate or suspend Your account and the Service with immediate effect.
- Notwithstanding the provisions of this clause 9, We reserve the right to withdraw any credit arrangement with You at any time with or without cause at which time all sums due to Us for unpaid Credits shall become payable immediately on demand.
It is always possible that, despite Our reasonable efforts some of the prices on Our Site are incorrect. We will normally check prices at regular intervals and:
- where the correct price of the Credit is less than the price stated on Our Site, We will credit the difference to Your account with Credits. However, if the pricing error is obvious and unmistakable and could have reasonably been recognised by You as a mispricing, We do not have to provide Credits to make up the difference; and
- if the Credit price is higher than the price stated on Our Site, We will contact You as soon as reasonably practicable to inform You of this error and We will give You the option of setting off the sums due to Us by cancelling Credits from Your account up to that value or cancelling that order of Credits. If We are unable to contact You about this, We will treat the order of Credits as cancelled.
- We reserve the right to vary Our prices or to introduce new administrative fees at any time.
Your use of the Service and Your obligations
- Textlocal accepts no liability for any breach of Your obligations under these Terms of Service. We provide the Service as a medium between You and third parties and We are in no way responsible for Your use of the Service.
- You will comply with all applicable laws, regulations and industry codes of practice in relation to Your use of the Service.
- You agree that You are solely responsible for:
- maintaining Your account and Contact Details and ensuring that the information provided by You is true, accurate, complete and not misleading at all times;
- maintaining the confidentiality of Your password, username and account;
- all activities that occur on and through use of Your account and the Service whether authorised by You or not and any consequences and/or liability in respect thereof;
- Your conduct in using Your account and the Service and any consequences thereof;
- the Content that You send via the Service and any consequences and/or liability in respect thereof, as more specifically set out below in clause 12;
- backing up any Content, Contact Details or other information that You store or send through Us.
- You warrant and represent that You shall not use the Service:
- to initiate the sending of unsolicited advertising or promotional material including, without limit, junk-mail for commercial or non-commercial purposes;
- to send anything which consists of or contains viruses;
- to do anything that will harm Our reputation and Our good will with Our customers or otherwise;
- to store or send any Sensitive or Special Categories of Personal Data (as defined in the Data Protection Act 1998 (DPA) and the EU General Data Protection Regulation 2016/679 (GDPR)) or any bank account details, personal identification numbers, passwords and medical information and any confidential information.
- In the case of 11.4.3 above, what is harmful to Our reputation and Our good will shall be determined at Our sole discretion;
- You agree to indemnify Textlocal from any loss suffered resulting from Your breach of Your legal obligations when utilising the Service. This indemnity includes loss suffered due to damage caused to Our reputation resulting from Your breach.
Your Content and Your obligations
- Any Content You create during the use of the Service is owned by You and You are responsible for the Content.
- By submitting and sending Content through Us and uploading it to Our platform, You grant us permission to store, process and transmit the Content as necessary to deliver the Service.
- In order to deliver the Service, We may need to modify the Content as necessary to meet any requirements or limitations of any network operators, devices, services or media.
- You are responsible for the use of any Content (other than any use by Us in breach of these Terms of Service) and for any consequences thereof, including the use of the Content by the recipients of the Content.
- You represent and warrant that You have obtained all the necessary licenses, permissions, consents, rights, and have the power and authority necessary to use, upload and publish the Content and any other material You have used and send via the Service and grant the rights granted herein to any Content and any other material You have used and send via the Service.
- You represent and warrant that:
- any Content You create or provide, will not: infringe any third party intellectual property rights; be abusive; be unlawful; be pornographic; be libellous; racist or discriminatory in any way;
- the Content provided by You shall not constitute a criminal offence or give rise to a civil action against You or Us;
- where You are a business user using the Service for direct marketing purposes You will comply fully with the applicable direct marketing and advertising industry legislation, guidelines and codes at the time of using the Service.
- You agree to indemnify Textlocal against all liabilities, costs, expenses, damages or losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Textlocal arising out of or in connection with Your Content.
- We may remove or refuse to transmit Content without notice, at Our sole discretion, and without liability to You.
- We will not monitor, edit or remove any of Your Content before it is transmitted as part of the Service and any transmission of the Content or other use of the Content in connection with the Service does not constitute acceptance by Us that the Content does not breach these Terms of Service.
- We reserve the right to review Content which has already been sent, in response to a complaint received by a third party.
- We reserve the right for any reason to access, read, preserve and disclose any of the Content whether or not it has been transmitted, where, in particular, We believe it necessary to do so in order to do the following, which is not an exhaustive list:
- comply any applicable laws, regulations, police, regulator, legal process or governmental request;
- enforce these Terms of Service, including investigating any potential breach thereof;
- detect, prevent or otherwise address fraud, security or technical issues;
- respond to request or query from a third party who has received the Content;
- protect the rights, property or safety of Textlocal, its users, its staff, its officers, its agents, its advisers and the public.
- Any commercial Content should also be clearly identified as such and should contain the name of the natural or legal person on whose behalf it is being sent. Any promotional offers or games must be clearly identified as such.
- It is Your responsibility to ensure Your Contacts have expressly consented to the use of their data in relation to the Service and You represent and warrant that You have properly obtained such consent from each Contact and that such consent has not been withdrawn. You are responsible for ensuring that You have the necessary permission to transfer Contact Details to Us and to allow Textlocal to receive and process data and send communications to Your Contacts on Your behalf.
- You warrant and represent that You will comply with all laws and regulations, including data protection, electronic commerce, electronic communication and privacy laws, that apply to the collection, storage, transfer and use of Contact Details contained in Your account. You agree that You are solely responsible for ensuring such compliance.
- You must be able to provide written evidence to Us on request of each Contact’s “opt-in” to to receive marketing communications from you.
- We have the right to permanently block Your ability to send Messages to third parties and We are under no obligation to inform You of that a block has been placed before doing so.
- We reserve the right to keep records of how Your Contacts interact with links across Our Service, including, but not limited to, recording whether Your Contact has clicked a link provided as part of the Service, the time of click, the number of times the link was clicked and Internet protocol (IP) address. We do this to help provide You with reports on Your Contacts’ interactions if requested by You and provided at Our sole discretion. In order to do this, We may need to shorten links and this will be done automatically and We accept no liability for the linked content.
- You agree to indemnify Textlocal against all liabilities, costs, expenses, damages or losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Textlocal arising out of Your failure to obtain valid consent from Contacts to use Contacts Details and other data in relation to the Service and any use You make of Contacts Details and other data.
- You warrant and represent that all Contact Details provided (including Your own) are true, accurate, complete and not misleading at all times and You agree to indemnify Us from any claim made against Us or loss suffered by Us resulting from a breach of this clause 13.7, Should You provide false information and data to Us or fail to adequately update this information or data We retain the right to cancel or suspend Your account without notice.
- You warrant that whenever You send Messages You will include an “opt-out” for recipients of those Messages. Failure to include an “opt-out” will result in a breach of Your obligations under the relevant electronic commerce and electronic communications laws and regulations.
- You agree that We can temporarily or permanently “opt-out” one or more of Your Contacts or any of their Contact Details at any time for any reason including a request to “opt-out” from the Contact directly and/or a network operator. You cannot re-“opt-in” a Contact unless they subsequently agree to receive communications from You. We will require written confirmation from the Contact that they have agreed to receive such communications.
- We bear no responsibility for ensuring You comply with the applicable laws and regulations referred to at 14.1, this is entirely Your responsibility and We will not be liable for any breach of these obligations by You.
- For the purposes of these Terms of Service “Data Protection Legislation” shall mean:- (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
- Both You and Us agree to comply with all applicable requirements of the Data Protection Legislation. This clause 15.2 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
- The parties acknowledge that for the purposes of the Data Protection Legislation, You are the data controller for the purposes of any personal data (including but not limited to Contact Details) that you upload and store in Your Account and We are the data processor (data controller, data processor and personal data have the meanings as defined in the Data Protection Legislation).
- You must ensure that you have a lawful reason for processing the personal data used for our Service. We will process personal data to perform the Service and only on your written instructions.
- Without prejudice to the generality of clause 15.2, You will ensure that You have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Us for the duration and purposes of providing the Service. You must comply with all requirements in clause 13 relating to Your Contacts
- You expressly consent to Us using any holding, subsidiary or group company, located in the EEA, to assist in the provision of the Services under these Terms of Service and as such agree that these affiliated companies may also process personal data on Your behalf.
- Without prejudice to the generality of clause 15.2, We shall, in relation to any personal data processed in connection with the performance by Us of our obligations under these Terms of Service:
- process that personal data only on Your written instructions unless We are required by the laws of any member of the European Union or by the laws of the European Union applicable to You to process personal data (Applicable Laws). Where We are relying on laws of a member of the European Union or European Union law as the basis for processing personal data, We will promptly notify You of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Us from doing so;
- ensure that We have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
- ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
- save where clause 15.6 applies, we will not knowingly transfer any personal data outside of the European Economic Area unless You have given us prior written consent and the following conditions are fulfilled:
- Both You and Us have provided appropriate safeguards in relation to the transfer;
- the data subject has enforceable rights and effective legal remedies;
- We comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
- We comply with Your reasonable instructions notified to Us in advance with respect to the processing of the personal data;
- assist You, at Your cost, in responding to any request from a Data Subject and in ensuring compliance with Your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- notify You without undue delay on becoming aware of a personal data breach;
- maintain complete and accurate records and information to demonstrate its compliance with this clause 15 and allow for an annual audit by You or the Your designated auditor.
- You consent to Us using third-party processors to provide the Services. We confirm that where we use a third-party processor we will enter into a written agreement with them incorporating terms which are substantially similar to those set out in this clause 15. We shall remain fully liable for all acts or omissions of any third-party processor appointed by Us pursuant to this clause 15.
- We are the owner or the licensee of all intellectual property rights in Our Site and the Service.
- All material published on the Site is protected by copyright laws and treaties around the world. All such rights are reserved.
- You may print off one copy, and may download extracts, of any page(s) from Our Site for Your personal use and You may draw the attention of others within Your organisation to material posted on Our Site.
- You must not modify the paper or digital copies of any materials You have printed off or downloaded in any way, and You must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
- Our status (and that of any identified contributors) as the authors of material on Our Site must always be acknowledged.
- You must not use any part of the material on Our Site for commercial purposes without obtaining a licence from Us to do so.
- If You print off, copy or download any part of Our Site in breach of these Terms of Service Your right to use Our Site will cease immediately and You must, at Our option, return or destroy any copies of the materials You have made.
- You acknowledge and agree that We and/or Our licensors own all intellectual property rights in the Service. These Terms of Service do not grant You any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Service.
- Nothing in these Terms of Service gives You the right to use the Textlocal name or any of Our trade marks, logos, domain names and other distinctive brand features.
Suspension of the Service
We reserve the right to suspend Your account and Your use of the Service at any time without notice and without cause and during such suspension these Terms of Service shall continue to apply until such time as Your use of the Service is terminated and Your account is closed.
Term and termination
- These Terms of Service shall continue to apply to Your use of the Service and the Site unless otherwise terminated as provided in this clause 18.
- We may terminate Your account and Your right to use the Service at any time with immediate effect without notice and without cause.
- Subject to clause 8.13, if We terminate Your use of the Service and close Your account without cause We shall refund the amount paid for Credits which are unused and have not expired in accordance with clause 8.13.
- If You stop using Your account or the Service, You will not be entitled to any refunds and if You have a credit arrangement with Us or owe monies to Us pursuant to clause 8.14, You are still liable to pay all monies due to Us including interest (where applicable) in accordance with these Terms of Service.
- Termination of Your use of the Service and closure of Your account for cause shall include but not be limited to the following:
- any claims are made or threatened to be made against You by a third party in connection with Your use of the Service;
- You are unable to pay Your debts as they fall due or You admit inability to pay Your debts or You are deemed unable to pay Your debts within the meaning of section 123 of the Insolvency Act 1986;
- You commence negotiations with all or any class of Your creditors with a view to rescheduling any of Your debts, or You make a proposal for or enter into any compromise or arrangement with Your creditors;
- a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with Your winding up or Your bankruptcy (as applicable);
- You are declared bankrupt or enter into an individual voluntary arrangement;
- an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over You;
- the holder of a qualifying floating charge over Your assets has become entitled to appoint or has appointed an administrative receiver;
- a person becomes entitled to appoint a receiver over Your assets or a receiver is appointed over Your assets;
- a creditor or encumbrancer of Yours attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of Your assets;
- any event occurs, or proceeding is taken, with respect to You in any jurisdiction to which You are subject and that has an effect equivalent or similar to any of the events mentioned in this clause 17.5;
- You suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of Your business;
- You are subject to a change of control;
- You are in breach of Your obligations and responsibilities under these Terms of Service;
- any warranty given by You in these Terms of Service is breached or found to be untrue or misleading.
- On termination of these Terms of Service for any reason:
- all licences granted under these Terms of Service shall immediately terminate;
- We may, at your request return all Contact Details and personal data to you. We may destroy, delete or otherwise dispose of any of the Contact Details and any other information provided by You which is in Our Possession, unless we have a reason to keep it under clause 18.7 below.
- any rights, remedies, obligations or liabilities that have accrued up to the date of termination of the Service and/or closure of Your account, including the right to claim damages in respect of any breach of these Terms of Service which existed at or before the date of termination shall not be affected or prejudiced.
- We may choose to retain Contact Details and any other information provided by You to Us after termination of Your use of the Service and after Your account is closed if We believe it is necessary to address:
- any future claims of breach of laws and/or regulations;
- claims of intellectual property infringement;
- claims of fraud;
- identifying future risks of breaches of law and/or regulations, fraud, security or technical issues.
- You consent to the retention of Your Contact Details and any other information in Your account for these purposes set out in clause 18.7
Limitations on liability
- Nothing in Terms of Service exclude or limit Our liability for death or personal injury arising from Our negligence, or Our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
- To the extent permitted by law, We exclude all conditions, warranties, representations or other terms which may apply to Our Site or any content on it and to Our Service, whether express or implied.
- In addition to the limitations of liability set out elsewhere in the Terms of Service We will not be liable to You for:
- any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- Your use of, or inability to use Our Site and Our Service;
- Your reliance on any information displayed on Our Site.
- loss or destruction of Your data or other information;
- claims made against You by third parties in relation to Your use of the Site and the Service;
- any advice given to You by Textlocal, whether oral or written;
- any of Your devices not supporting Our Service;
- if You are a business user,
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage;
- If You are a consumer user, please note that We only provide Our Site and Our Service for domestic and private use. You agree not to use Our Site for any commercial or business purposes, and We have no liability to You for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect Your computer equipment, computer programs, data or other proprietary material due to Your use of Our Site and Our Service or to Your downloading of any material on Our Site or on any website linked to it.
- Any failure to provide the Service because of something beyond Our reasonable control such as technical failure, lightning, flooding, exceptionally severe weather, fire or explosion, civil disorder, war, military operations, industrial disputes of any kind (including those involving Our employees), natural or local emergency, the acts or omissions of other providers of internet services or the failure of any network operator or anything done by regulating bodies, the government or other competent authorities.
- Our maximum aggregate liability arising out of or in connection with these Terms of Service whether in contract, tort, misrepresentation, under statute or otherwise, howsoever caused, including by negligence and/or arising from a breach of, or a failure to perform the Service or otherwise in relation to the Service or the Site or operation thereof will be limited to 100% (one hundred percent) of the sums You have paid for the Service during the 12 months preceding the date on which the claim arose. The financial limit on liability set out above is the maximum liability of Textlocal any of its directors, employees, affiliates or other representatives and group companies.
In addition to other indemnities given elsewhere in these Terms of Service, You agree to indemnify Us against any claims or legal proceedings which are brought or threatened against Us by a third party because of Your use of the Site or the Service in breach of the provisions of these Terms of Service.
Disputes with third parties
You undertake to tell Us immediately if anyone makes or threatens to make any claim or issue legal proceedings against You in relation to Your use of the Service. You warrant that at Our request You will immediately stop the act complained of and should We ask You to, provide a written statement detailing any such claims or legal proceedings.
If there is an inconsistency between any of the provisions of the main body of these Terms of Service and the Polices, the provisions of the main body of these Terms of Service shall prevail.
The failure or delay of Textlocal to enforce any of the provisions of these Terms of Service and exercise any of the rights and remedies contained herein or by law, shall not be deemed to be a waiver of those provisions or rights or remedies or any other rights or remedies, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision (or part of a provision) of the Terms of Service is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
All warranties, indemnities and undertakings given by You and Your obligation to pay outstanding sums due to Us pursuant to these Terms of Service shall survive their termination.
- You shall not, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under these Terms of Service.
- Textlocal may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of Our rights or obligations under the Terms of Service.
No partnership or agency
Nothing in the Terms of Service is intended to or shall operate to create a partnership between You and Textlocal, or authorise either You or Textlocal to act as agent for the other. Neither You nor Textlocal shall have the authority to act in the name or on behalf of the other to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third party rights
These Terms of Service do not confer any rights on any person or party (other than either of You and Textlocal and, where applicable, the successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
- Any notice required to be given under these Terms of Service shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to, in the case of Textlocal its registered office and in Your case the address or fax number that You either give to Your Account Manager or submit when You register with Us online or such other address as may have been notified by either party for such purposes.
- A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
These Terms of Service and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
You hereby irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Service or its subject matter or formation (including non-contractual disputes or claims).