TxtSync Terms of Supply
We amend these Terms from time to time as set out in clause 6. You should therefore review these Terms periodically and, in particular, upon renewal of your subscription to the Service following a previous cancellation to ensure you understand the terms which will apply at that time. These Terms were most recently updated on 13 July 2017.
These Terms, and any Contract between us, are only in the English language.
Services described on the TxtSync Sites may or may not be available in all countries or regions of the world. You agree to use the TxtSync Services in accordance with all applicable guidelines as well as all national and international laws that the Services are subject to at all times. To the extent there are changes in the law that affect these Terms of Service, the changes in the law shall control and you shall be responsible for abiding by such changes.
The Services consist of one or more of the following: a web-based interface, access to incoming telephone number, messaging applications, SMS gateway access, data encryption, data transmission, data access, data storage, reporting and analytics, and, if applicable, synchronisation software, as well as software maintenance and upgrades and customer support, that enable you to send text messages to recipients designated by you (collectively, the “Services”). We transmit messages initiated by you or sent to you by others through different routes, and the level of reliability and support for special features varies according to the route. You are responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Services, and for paying all access charges (e.g., ISP, telecommunications) incurred while using the Services.
TxtSync only provides that the Services are processed correctly and further transmitted by TxtSync to the applicable network. TxtSync is not responsible for the final delivery of any communication initiated through TxtSync’s Services, as this is out of our control and is the responsibility of downstream communications carriers. TxtSync transmits and receives text messages via other major telecommunications companies and mobile network operators, and thus TxtSync’s influence over the timing of the transmission of your messages is within the technical constraints imposed upon TxtSync.
While TxtSync shall use commercially reasonable efforts to transmit your messages to the applicable network for final delivery to your designated recipients as fast as possible, we cannot commit to, and do not guarantee, a specific maximum delivery time. Such times depend on various network and system-related factors among the various entities involved in the transportation of your messages across the public telephone network and/or Internet.
You should know that communications carriers assign text messages with a default lifetime and any message that cannot be delivered successfully within the lifetime assigned to it will be discarded by the downstream communications carrier without any notice. TxtSync is not liable for any loss incurred by the failure of a message to be delivered, and you acknowledge that damages for financial or other loss resulting from delivery failure cannot be claimed from TxtSync for any such non-deliveries. Furthermore, you agree that message contents are deemed to have zero value.
2. ACCEPTABLE CONDUCT
You represent and warrant that the owners of the phone numbers you initiate messages to through the TxtSync services have consented or otherwise opted-in to the receipt of such messages as required by any applicable law or regulation. You agree that you will include clear opt-out/unsubscribe information on your messages when required to do so by any applicable law or regulation and otherwise adhere to the Consumer Best Practices Guidelines promulgated by the Mobile Marketing Association, if applicable to your messages.
You agree to familiarise yourself with and abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your account, including without limitation the content of the messages that you create and initiate through the TxtSync Services.
You shall schedule messages responsibly and in a manner that is courteous to the recipients pursuant to local, national, and international calling time rules and regulations. You are solely responsible for obtaining any rights or licenses to any data for inclusion in any outbound messages. If you are unfamiliar or unclear on the legalities of any message you must consult with your lawyer prior to your use of the TxtSync Sites or Services.
You accept that the Services are provided for professional use only, and you agree that your use of the TxtSync Sites or Services shall not include:
- Sending unsolicited marketing messages or (i.e. spam);
- Harvesting, or otherwise collecting information about others, without their consent;
- Misleading others as to the identity of the sender of your messages, by creating a false identity, impersonating the identity of someone/something else or by providing contact details that do not belong to you;
- Transmitting, associating or publishing any unlawful, racist, harassing, libelous, abusive, threatening, demeaning, immoral, harmful, vulgar, obscene, pornographic or otherwise objectionable material of any kind;
- Transmitting any material that may infringe upon the intellectual property rights of third parties including trademarks, copyrights or other rights of publicity;
- Transmitting any material that contains viruses, trojan horses, worms, time bombs, cancel-bots or any other harmful/deleterious programs;
- Interfering with, or disrupting, networks connected to the Services or violating the regulations, policies or procedures of such networks;
- Attempting to gain unauthorised access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means;
- Interfering with another’s use and enjoyment of the Services or TxtSync Sites; or
- Engaging in any other activity that TxtSync believes could subject it to criminal liability or civil penalty/judgment.
You agree that TxtSync is, under no circumstances, responsible for the contents and/or accuracy of your messages and TxtSync will only transmit them on a basis of good faith that you use the Services in accordance with these Terms. TxtSync is not liable for any misuse of the Services by you. TxtSync is not responsible for the views and opinions contained in any of your messages. Messages may be monitored to ensure compliance with our policies.
4. HOW WE USE YOUR PERSONNEL INFORMATION
5. USERNAME AND PASSWORD
As part of the registration process you will need a username and/or password. You shall provide TxtSync with accurate, complete, and regularly updated member profile information. You agree to notify TxtSync of any known or suspected unauthorised use(s) of your user account, or any known or suspected breach of security, including loss, theft, or unauthorised disclosure of your username or password. You shall be responsible for maintaining the confidentiality of your password. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your user account, in TxtSync’s sole discretion, and you may be reported to appropriate law-enforcement agencies.
6. COMMUNICATION BETWEEN US
By providing your telephone number to TxtSync, TxtSync reserves the right to contact you via calls or text messages to provide you information about your account and/or the TxtSync Services requested by you. To the extent you have separately agreed to receive periodic text alerts on products, services, events, special offers or other promotional messages related to TxtSync and the TxtSync Sites, TxtSync may contact you pursuant to the terms of any such separate agreement.
7. INTELLECTUAL PROPERTY RIGHTS
Intellectual Property Rights means any copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
We will retain ownership of all rights, title and interest in and to all Intellectual Property Rights in the Services or any parts thereof.
You will retain ownership of all Intellectual Property Rights in all of your own materials used on or uploaded onto the Service and nothing in these Terms shall be construed as a transfer of ownership of Intellectual Property Rights from you to us. However, so that we may lawfully provide you with the Services you grant us limited licence in the Intellectual Property Rights in your materials on terms that are set out in our Terms of Website Use.
When you subscribe to our Service you are granted a non-exclusive, non-transferable, worldwide, royalty free, licence to access and use the Intellectual Property Rights in the Service for the purpose of receiving and enjoying use of the Service.
Your use of the Services is contingent on your paying for such use, in the amounts and using the methods indicated on the TxtSync Sites. Your payment for the Services and Plans shall be deemed completed when TxtSync receives the full amount of payment owed for such Services and Plans. You are responsible to pay for any message you attempt to send to any number, regardless of whether the message is actually received by the intended recipient. As TxtSync is dependent on other entities for the delivery of your messages, our price per message may require adjustment in order to account for costs that are not in our control. Accordingly, we may adjust our prices from time to time without prior notice.
TxtSync will charge your indicated method of payment for the Services and Plans immediately upon your confirming the payment method and amount. Amounts to be charged may include sales and other taxes where applicable and any other amounts indicated on the Site. If you have elected to make a payment by credit card and we do not receive payment from the credit card issuer, you agree to pay all amounts due immediately upon demand by TxtSync.
TxtSync cannot readily or accurately ascertain your location when you request to use the Services. You therefore agree that your use of the Services occurs in your chosen country and is subject to any applicable taxes within that country. To the extent that you are responsible for any additional taxes or fees beyond those collected by TxtSync, you agree that you will pay them when due to any applicable taxing authority, including any interest or penalties assessed.
TxtSync shall not be responsible for any errors or transmission failures with regard to the charging and collection of funds from your indicated payment method, nor for any actions taken by the provider of the payment method you choose (which could include refusal to authorise the charge). In addition to these Terms, any payments made by you may be subject to the agreement between you and the provider of the payment method.
As between you and TxtSync, you are responsible for all charges related to purchases made using your account and payment method, whether or not you authorised such purchases. Standard charges apply to any test messages sent originating from your account or initiated using your API key. In the event of accidental under billing in favour of a customer, a non-payment by customer under these Terms, TxtSync shall be entitled to immediately proceed with collection remedies and shall be entitled to recover any and all costs, fees, and expenses of such collection efforts, including but not limited to: collection agencies, court costs, filing and service of process fees, attorneys’ fees incurred from counsel of TxtSync’s choosing, or any other costs, fees, and expenses incurred in the pursuit of collection on all customer accounts and receivables due and payable under these Terms.
You balance is paperless vouchers that you purchase and which facilitate the transmission of the TxtSync Services selected by you. The chosen route as well as the destination of a message causes the amount of balance required to either increase or decrease but, in either case, will always be made known beforehand through the Pricing Page of our TxtSync Sites. The submission of a seemingly-valid message will cause an associated quantity of balance to be debited from your account and you can obtain the real-time status of your account at any time through the online interface.
10. TERMINATION, CANCELLATION AND/OR SUSPENSION BY US
If at any time you breach these Terms, we may elect to suspend, terminate, and/or cancel your use of the Services and/or recover any damages from you arising from the event(s) giving rise to the suspension, termination, or cancellation. We reserve the right to suspend the Services at any stage for any reason we may deem necessary to continue to provide our Services in a way that may be hindered by your status as being our client, your financial status or the content of the messages originating from you.
Upon any such termination, cancellation, and/or suspension, you are still responsible for any obligations then accrued. Your obligation to pay all amounts accrued and owed by you shall continue even after any suspension or cancellation of your access to the Services (in whole or in part). Upon termination, for any reason, you agree to immediately cease using the Services and TxtSync shall have no obligation to you after any termination or cancellation of these Terms. Should such a termination take place when you still have balance on your account, you shall receive back, at our discretion, a fair monetary value of such balance, save any expenses that may be incurred by TxtSync, including, without limitation, for payment of transfer duties, legal costs, third-party costs, or penalties.
The provisions regarding ownership, payments, warranties, and indemnifications will survive any suspension, termination, or cancellation of your use of the Services or TxtSync Sites.
11. TERMINATION BY USER
You are free to terminate or cancel your use of the Services at any time, and for any reason. Upon your termination request you will have access to the Services until the end of the relevant Subscription Period. On the point of termination you will be prompted that all of your files will be permanently deleted after 30 days from the end of your Subscription Period.
12. OUR RIGHT TO VARY THESE TERMS
We amend these Terms from time to time. Please look at the bottom of this page to see when these Terms were last updated and which Terms were changed (if any).
We may revise these Terms as they apply to your order from time to time to reflect the following circumstances:
(a) changes in relevant laws and regulatory requirements;
(b) changes to the way in which your information or data is managed or kept;
(c) any changes to the subscription fees; and
(d) to reflect the introduction of new features.
Every time you re-subscribe to our Service (which takes place when you cancel your subscription and subsequently subscribe to the Service again), the Terms in force at the time of your order will apply to the Contract between you and us.
If we have to revise these Terms, we will notify you to give you reasonable advance notice of the changes. The new Terms will not apply until your next subscription period so you will have ample time to cancel the Services, should you wish to do so.
13. EVENTS OUTSIDE OF OUR CONTROL
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below.
An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure, damage or breakdown of the servers of third party data storage facilities, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, extra-terrestrial or alien invasion, zombie apocalypse, or failure of public or private telecommunications networks or public or private data networks and network providers, or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 5 days. To cancel please contact us.
14. OTHER IMPORTANT TERMS
You confirm that you have authority to bind any business on whose behalf you use the Service and subscribe to the Service.
These Terms and any document expressly referred to in them constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
You acknowledge that in entering into the Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and any document expressly referred to in them.
You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
We may transfer our rights and obligations under the Contract to another organisation, but this will not affect your rights or our obligations under these Terms. We will always notify you in writing or by posting on this webpage if this happens.
You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
The Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
These Terms and 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 the laws of England and Wales.
We both 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 a Contract or its subject matter or formation (including non-contractual disputes or claims).
Terms last updated November 2018