Terms & Conditions

This page (together with our Privacy Policy and Terms of Website Use) tells you information about us and the legal terms and conditions (Conditions) on which we sell our services to you (the Customer as defined below).

These Conditions will apply to any contract between us for the sale of services to you. Please read these Conditions carefully and make sure that you understand them, before ordering any services from our site. Please note that before placing an order you will be asked to agree to these Conditions. If you refuse to accept these Conditions, you will not be able to order any services from our site.

You should print a copy of these Conditions or save them to your computer for future reference.

We may change these Conditions at any time without notice by amending this page. Please check this page from time to time to take notice of any changes we make, as they are binding on you. If you continue to use the services, you will be deemed to have accepted changes to the Conditions.

The Customer’s attention is particularly drawn to the provisions of clause 11.

1.     INTERPRETATION

1.     Definitions. In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Charges: the charges payable by the Customer for the supply of the Services as set out on the Site or otherwise in accordance with clause 8.

Commencement Date: has the meaning set out in clause 3.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 15.8.

Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

Customer: the person or firm whose details are set out in the Order.

Data: such data, including mobile telephone numbers, as is required by the Supplier to carry out the Services.

Data Protection Legislation: the Data Protection Act 1998, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the General Data Protection Regulation (EU/2016/679), the Data Protection Bill 2016-19 (if enacted, in whatever form) or any successor or replacement legislation to any of the foregoing, and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner.

Digital Message(s): various communication channels including SMS, Email, Voice/VOIP, Rich Communication Services and WhatsApp Business Messaging.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Order: the Customer’s order for Services placed using the Site order pages.

Services: the services detailed in the Order and all other digital messaging services supplied by the Supplier to the Customer.

Service Delivery Period: the period during which the Services are to be provided as set out in the Order.

Site: the Supplier’s website https://www.textglobal.co.uk or https://portal.textglobal.co.uk

Supplier: Text Global Limited a company registered in England and Wales with company number 09446853 and whose registered office is at St Mary’s House, Netherhampton, Salisbury, Wiltshire, SP23 8PU.

2.     In these Conditions, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b) a reference to a party includes its successors or permitted assigns;

(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e) a reference to writing or written includes e-mails;

(f) a reference to the singular shall include the plural and vice versa and a reference to any one gender shall include all other genders.

2.     INFORMATION ABOUT THE SUPPLIER AND THE SERVICES

1.     The Supplier operates the Site. The Supplier’s main trading address is Unit 20, Basepoint Centres, Rivermead Drive, Westlea, Swindon, SN5 7EX. The Supplier’s VAT number is 207699477.

2.     The Services allow the Customer to send and receive Digital Messages. The Services, as described on the Site that enable the Customer to send Digital Messages to recipients designated by the Customer.

3.     BASIS OF CONTRACT

1.     The Site will guide the Customer through the steps required to place an order. Once the Order has been submitted by the Customer via the Site, the Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.     The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

3.     The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

4.     These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

5.     The Supplier may amend these Conditions from time to time. Please look at the top of this page to see when these Conditions were last updated. The Supplier will give the Customer at least one month’s written notice of any changes to these Conditions Terms before they take effect.

4.     SUPPLY OF SERVICES

1.     The Supplier shall supply the Services to the Customer in accordance with the terms of the Contract in all material respects.

2.     The Supplier shall use reasonable endeavours to provide the Services within the Service Delivery Period but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.     The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

4.     The Supplier may establish limits concerning the use of the Services for example the maximum size of a text message that may be sent or received or a monthly limit on how many messages the Customer can send or receive.

5.     The Customer acknowledges that the Supplier may monitor Digital Messages to ensure compliance with the Supplier’s policies and the law.

6.     The Supplier shall only act on written instructions given by the Customer from time to time.

7.     The Customer acknowledges that the Supplier is under no duty to investigate the completeness, accuracy or sufficiency of any instructions or Data provided by the Customer.

5.     CUSTOMER’S OBLIGATIONS

1.     The Customer shall:

(a) ensure that the terms of the Order are complete and accurate;

(b) co-operate with the Supplier in all matters relating to the Services;

(c) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services (including but not limited to the Data), and ensure that such information is accurate in all respects;

(d) ensure that all information provided to the Supplier complies fully with all Data Protection Legislation;

(e) ensure that the data subjects of Data supplied or uploaded by the Customer have validly consented or opted-in to the processing of their personal data for the purpose of the provision of the Services in accordance with Data Protection Legislation and any guidance or regulations outlined by the Information Commissioner’s Office;

(f) not require the Supplier to send, or cause to be sent, a commercial electronic message without a clear opt-out procedure;

(g) not use the Service for any improper, immoral, fraudulent or unlawful purposes or for the sending of any communication or storing of any information which is of an offensive, abusive, indecent, obscene, defamatory, threatening or menacing nature or which is pornographic or liable to incite racial hatred or acts of terrorism;

(h) not use the Service (partly or wholly) for the purpose of spamming (which term shall mean the sending of Digital Messages where implied or specific consent to such messages has not been given by the recipient or where no other legal basis exists under Data Protection Legislation);

(i) not act in any way, whether knowingly or otherwise, such that the operation of the Supplier will be jeopardised or impaired;

(j) comply with any reasonable instructions issued by the Supplier which concern the Customer’s use of the Services and co-operate with the Supplier in their reasonable security and other checks;

(k) not send or upload anything which may contain viruses or any other harmful deleterious program; and

(l) not send or upload anything which in any way breaches the intellectual property rights of any third party.

2.     If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 5.2; and

(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

6.     SUSPENDING AND VARYING THE SITE AND THE SERVICES

Access to the Site is provided on an ‘as is’ and ‘as available basis’ and we reserve the right to alter or update the Site and/or the Services to provide an efficient service to you. This may involve suspending access to the Site (or any part of it) at any time and without notice. We will not be liable to you in any way if the Site (or any part of it) is unavailable at anytime and for any period. The Supplier shall endeavour to limit the frequency and duration of these disruptions. For the avoidance of doubt the Supplier will not be liable for any loss suffered by the Customer as a result of any suspension of or variation to the Site or Services.

7.     ACCOUNT AND REGISTRATION

1.     The Customer may open an account with the Supplier using one of the following two methods:

(a) by registering on the Site using valid business email address domain; or

(b) by contacting the Supplier by telephone to register an account manually

2.     The Customer:

(a) shall adopt a username and password both of which shall be kept secure and confidential;

(b) shall provide the Supplier with accurate information and keep that information regularly updated;

(c) shall notify the Supplier of any unauthorised use of the Customer’s account;

(d) shall maintain the confidentiality of the account;

(e) acknowledges that any suspected fraudulent, abusive or otherwise illegal activity may be subject to immediate termination of the account; and

(f) acknowledges that in certain circumstances the Supplier may be required to change the Customer’s password or username on notice.

8.     CHARGES AND PAYMENT

1.     The Charges for the Services shall be as set out in the Order.

2.     The size of a text message that may be sent or received is 160 characters. If the Customer sends a text message that has more than 160 characters, 2 SMS text credits will be charged up to 306 characters. Any text messages sent over 306 characters; 3 SMS text credits will be charged up to 459 characters. Any text messages sent over 459 characters; 4 SMS text credits will be charged up to 612 characters. The Supplier has the right to automatically deduct a charge from the Customer’s account dependant on the amount of characters used with the SMS text message. The Supplier may amend the limits concerning the use of the Services at its reasonable discretion.

3.     The Customer shall pay for the Services on a pre-paid basis, unless confirmed otherwise by the Supplier in writing. Once the Customer makes payment in full for the Charges the Supplier shall use reasonable endeavours to credit the Customer’s account within 1 Business Day. Where the Supplier provides services in addition to the Services the charges for such additional services shall be the Suppliers standard charge for such services.

4.     Online payments made by the Customer using a debit card, credit card or PayPal must first be approved by the Supplier. Initial first payment will be approved within 1 working day.

5.     The Customer may pay the Charges either:

(a) on the Site with a debit card, credit card or Paypal; or

(b) by contacting the Supplier by telephone and paying manually.

6.     The Supplier has the right to amend the options for payment set out in clause 8.4 at any time.

7.     Time for payment shall be of the essence of the Contract.

8.     Any payment made by the Customer is non-refundable unless otherwise agreed by the Supplier in writing.

9.     All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

10. Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 8 per cent per annum above the Bank of England’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

11. The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

9.     INTELLECTUAL PROPERTY RIGHTS

1.     All Intellectual Property Rights in or arising out of or in connection with the provision of the Services shall be owned by the Supplier.

2.     The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.

10. CONFIDENTIALITY

1.     A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 9 shall survive termination of the Contract.

11. LIMITATION OF LIABILITY:

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

1.     Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

(b) fraud or fraudulent misrepresentation.

2.     Subject to clause 11.1:

(a) the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

(b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount paid by the Customer to the Supplier for the Services during the twelve months preceding the date of claim.

3.     Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

4.     The Customer agrees that the Supplier has no responsibility for the deletion, corruption or failure to store any of the Customer’s content maintained or transmitted when the Customer uses the Services.

5.     The Supplier accepts no liability for the loss, late receipt or non-readability of any text message sent using the Services.

6.     If the Customer uses the Services from a country outside the UK the Customer may be subject to different laws and regulations that apply in that other country. The Supplier is not liable for the Customer’s failure to comply with those laws or regulations.

7.     The Services facilitate the sending and receiving of Digital Messages to the Customer’s designated recipients. The Supplier does not send or cause to be sent any Digital Messages which is the responsibility of the applicable mobile network operator, telecommunications provider or technical provider. Whilst the Supplier shall use all commercially reasonable efforts to transmit Digital Messages to the applicable mobile network operator, telecommunications provider or technical provider as quickly as possible, final delivery of all Digital Messages to designated recipients is the responsibility of such operator or provider and the Supplier accepts no liability if final delivery does not take place as a result of an action, omission or any other failure of the relevant mobile network operator, telecommunications provider or technical provider.

8.     This clause 11 shall survive termination of the Contract.

12. DATA PROTECTION

1.     The Customer warrants and represents that:

(a) its processing of the Data from time to time (including processing for direct marketing purposes, and the transfer of the Data to the Supplier) will be carried out in accordance with the Data Protection Legislation at all times;

(b) it is not aware of, and will notify the Supplier immediately if it becomes aware of, any circumstances likely to give rise to breach of any of the Data Protection Legislation;

(c) the Supplier will at all times be entitled to use the Data for the purpose of providing the Services and such use in accordance with this Contract will comply with the Data Protection Legislation;

(d) all data subjects of Data supplied or uploaded by the Customer have validly consented or opted-in to the processing of their personal data for the purpose of the provision of the Services in accordance with Data Protection Legislation and any guidance or regulations outlined by the Information Commissioner’s Office; and

(e) it is registered as required with all relevant data protection authorities to process all Data for the purpose of the provision of the Services.

2.     The Customer shall keep the Supplier indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Supplier as a result of or in connection with:

(a) any breach or alleged breach by the Customer of any or all of the warranties set out in clause 12.1; or

(b) any breach or alleged breach by the Customer of any part of the Data Protection Legislation.

3.     This clause 12 shall survive termination of the Contract.

13. TERMINATION

1.     Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of that party being notified in writing of the breach;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) the other party (being an individual) is the subject of a bankruptcy petition or order;

(f) a creditor or encumbrancer of the other party 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 its assets and such attachment or process is not discharged within 10 Business Days;

(g) 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 the other party (being a company);

(h) the holder of a qualifying floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

(k) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1(b) to 13.1(j) (inclusive).

2.     Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

3.     Without limiting its other rights or remedies, the Supplier shall have the right to suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 13.1(b)) to clause 13.1(k), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

14. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

15. GENERAL

1.     Force majeure:

(a) for the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

(b) the Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

(c) if the Force Majeure Event prevents the Supplier from providing any of the Services for more than four weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

2.     Assignment and subcontracting:

(a) the Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

(b) the Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

3.     Notices

(a) any notice or other communication required to be given to a party under or in connection with the Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.

(b) any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

(c) this clause 15.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

4.     Waiver:

(a) a waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

(b) unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

5.     Severance:

If a court or any other competent authority finds that any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

6.     Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

7.     A person who is not a party to the Contract shall not have any rights under or in connection with it.

8.     Except as set out in these Conditions (in particular clause 3.5), any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Supplier.

9.     The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.