Terms and Conditions for Clients or Merchants

TERMS AND CONDITIONS OF USE FOR TEXTUAL – TEXT TO BUY PLATFORM AS A SERVICE KNOWN AS “TEXTUAL.COM”

The following terms and conditions govern the contractual agreement between You, our Merchant Clients (“Client”) and Textual.com (“Textual”) arising from and in relation to the access, browsing, rights and obligations in connection with the use of Textual’s software platform known as “TEXTUAL.COM” that is owned and operated by Textual (the “Platform”) and services provided (“Services”).

In consideration of Textual providing you with access to the Platform and services, you agree to the following terms and conditions (the “terms and conditions”) at all times. If you do not agree to all the terms and conditions, you are not authorised to use the services and the Platform. If you continue to use the Platform, you are deemed to agree to the said terms and conditions.

1. Definitions

“Customer” means a party that purchases an Item using the Platform.

“Confidential Information” any information or material proprietary and/or confidential to Textual, a Customer or Supplier or Merchant disclosed or obtained in connection with use of the Platform or pursuant to these Terms and Conditions, including without limitation

(i)  Any information in connection with a Transaction, Item, Customer or Supplier;

(ii)  Item prices;

(iii)  Textual Software including all updates, upgrades and versions;

(iv)  Textual business, technical and process documentation; or

(v)  Any non-public information contained in or acquired by use of the Platform

confidential information does not include information that

(a)  is publicly known or which becomes publicly known through no breach by You;

(b) lawfully received by You from a third party without any confidentiality restriction;

(c) or is already known by You without any confidentiality restriction.

“Fee Schedule” means the schedule attached to the Registration Form accompanying these terms.

“Item” or “Items” means any good(s) or service(s) listed for sale, trade, exchange or offer by a Customer or Supplier on the Platform.

“Registration Form” means the form accompanying these terms which must be completed by all Users.

“Services” means Textual providing, among other things, a software technology platform known as “TEXTUAL.COM” where the suppliers and/or merchants and/or users can channel and sell their products through the social media platforms and introduce the payment gateway to complete the transaction with Customers immediately.

“Service Provider” means any third party service provider who provides any service or Transaction in connection with the Platform or to any User through the Platform.

“Software” means the computer software (proprietary to or otherwise licensed by Textual) as provided by Textual or accessible by third party internet or web browser software when connecting to the Platform.

“Supplier” means a party that is duly registered with Textual and who has entered into a Supplier Agreement with Textual and sells or offers to sell an Item using the Platform.

“Transaction” means a purchase or sale of an Item between the User(s) and Service Providers completed using the services or facilitated by the use of the Platform.

“Trade Rules” means the rules for the conduct of offers and trade of Items by You on the Platform as published on the Platform, as may be revised or updated from time to time by the Platform.

“Users” means any party who accesses the Platform.

“Platform” means the Software created and owned by Textual known as “TEXTUAL.COM” or such other website, mobile applications or domain name or such other technology assigned by Textual.

“You” or “Your” means any Customer, Supplier, Merchant, Service Provider or other User (as the case may be) who accesses and/or uses the Platform.

Words denoting the singular shall include the plural and vice versa.

The headings in these terms and conditions are for convenience only and shall not affect its interpretation.

2. Venue for Trading

2.1. The Platform provides a venue for Customers and Suppliers and/or Merchants to negotiate and conclude the sale and purchase or exchange of goods and/or services. As a facilitator of the Transactions, Textual shall not be involved, engaged or a party to the actual fulfillment of the Transaction between Customers and Suppliers.

2.2. As a User, You understand and agree that Textual does not act as agent, partner, fiduciary or trustee for any Customer or Supplier and that Textual does not exercise any control over

(i) the quantity, availability, quality, safety or legality of any Items;

(ii) the accuracy or usefulness of the description or classification of any Items;

(iii) the ability of either a Customer, Supplier or Service Provider to fulfill its obligations to complete a Transaction;

(iv)  the legal capacity of any Customer, Supplier or Service Provider to lawfully enter into a Transaction; or

(v)  any representations made in respect of the Items or any representations made by any Customer, Supplier or Service Provider. You further understand and agree that Textual does not endorse, sponsor, certify or guarantee any Items.

3. Acceptance of Terms and Conditions

3.1. These Terms and Conditions may be modified, amended or revised from time to time and such modification, amendment or revision will be effective upon notification to You of the same.

3.2. You will be notified of any modification to these Terms and Conditions in accordance with the provisions herein. Your subsequent use and/or access of the Platform “https://www.textual.com” and/or the services shall be deemed to be Your agreement to be conclusively bound by any such future modification, amendment or revision.

4. Use of the Platform is Discretionary

Textual reserves the right at its sole discretion to:

(i) suspend, deny access to or use of the Platform for the purposes of system maintenance, upgrading, security or such other purpose as Textual may deem appropriate;

(ii) discontinue all or part of the services on the Platform without notice to You; or

(iii) add and/or modify all or part of the services on the Platform at its discretion.

5.  Use Of The Platform – Rules

5.1. You agree at all times to comply with TCPA, CTIA and other regulatory statutes that govern Text Message marketing.

5.2. You will be responsible, at Your own cost, for providing the telecommunications connectivity, computer hardware, internet access and other technology necessary for You to access or use the Platform.

5.3. You agree not to use any software, hardware, device or electronic means to interfere, alter, deny or otherwise disrupt the normal operation of the Platform or any content within the Platform.

5.4. You will not be permitted to participate in the services conducted through the Platform without registering as a User.

5.5. If Your registration application is approved by Textual, Your User ID and password authentication will be activated.

5.6. You are to use only the User ID and password authentication given to You on behalf of the business that you represent, as indicated on the applicable registration application. Multiple use of the User ID and password may render the User ID and password to be deactivated and for the Textual to stop its services to You.

5.7. You will be responsible for the confidentiality and use of Your User ID and password, and You will be held solely responsible for all communications made through the Platform using Your User ID and password whether or not authorized by You.

5.8. You will further ensure that your employees and/or agents (as the case may be) maintain confidentiality of Your User ID and password and ensure compliance by your employees and/or agents of all instructions or notices given by Textual from time to time regarding the use of the Platform.

5.9. You will notify Textual immediately upon becoming aware of any unauthorized access to or use of the Platform and agree that Textual shall not be responsible to You and You shall not make any claim, demand or request for compensation from Textual in respect of any loss or damage suffered by You as a result of any unauthorized access to and/or use of Your User ID and password.

6.  Fees and Charges

6.1. Unless otherwise agreed by separate written agreement(s) with Textual and only where applicable, all fees and charges in connection with the use of the Platform and/or the Services or any related Transaction (as set out in the Fee Schedule) will be payable by You to Textual.

6.2. You agree that Textual will not be responsible for any fees, costs or taxes associated with any Transaction between a Customer and Supplier.

6.3. You shall be responsible for determining whether taxes are payable in respect of the Transactions under any applicable law and acknowledge that We are not liable and shall not be held responsible for paying, collecting, reporting or remitting any taxes arising from any Transactions.

7. Compliance with Laws

You agree to and will comply with all applicable laws, statutes, regulations and ordinances in connection with any use by You of the services at the Platform.

Compliance includes but will not be limited to ensuring that You have all valid legal permits, approvals, licenses and authorizations as may be necessary for the trade, advertise promote or otherwise deal with the Items; complying with all applicable laws regarding the handling, export or transmission of Items or other related technical information and data; and complying with the regulations of all relevant taxing or other regulatory authorities in connection with any Transaction.

8. Warranties

You warrant at all times that:

(i) You are of sufficient legal capacity to enter into binding contracts;

(ii) All information provided by you to Textual is true and correct;

(iii) You are not prohibited by any applicable government authority or agency;

(iv) Any information, representation or material submitted by You will not infringe any third party’s copyright, patent, trademark or other intellectual property rights;

(v) any material, data or information you provide or submit to Textual or the Platform will not contain any electronic virus or other electronic code designed to delete, corrupt, expropriate data or otherwise disrupt system operability; and

(vi) You will not engage in any activities which causes or is intended to cause undue system overload or material degradation of the Platform’s computer system resources.

(vii) maintain the security and confidentiality of password issued by Textual to You upon registration and to use the same only for the purposes contemplated by these Terms and Conditions

9. Disclaimer

9.1. The information on the Platform is compiled from various sources and provided on an “AS IS” basis for general information purposes only. While Textual will use reasonable commercial efforts to ensure that the Platform is at all material times available for use (except as provided under these Terms and Conditions), You understand and agree that use of the services and the Platform is provided on an “AS AVAILABLE” basis without any guarantee or assurance that such use or access thereto will be uninterrupted, continuous or error-free. Textual does not warrant or represent that (i) the information on the Platform; or (ii) the Software is free from errors or omissions, and further makes no representations, conditions or warranties whether express or implied, including any implied warranties of satisfactory quality, completeness, accuracy or fitness for a particular purpose.

9.2. The Platform may contain links to non-Textual controlled web sites or other software. Textual is not responsible for and does not endorse or accept any responsibility for the contents or use of these third party web sites or software. Browsing or downloading information from the internet may involve risk. You are advised that Your use or selection of links to third parties is at Your own risk and You should take precautions to ensure against electronic viruses or other similar electronic items of destructive nature.

10.Limitation and Exclusion of Liability

10.1. Textual disclaims any and all liability for all use of the Platform or the services, including losses, damages, claims or expenses any person may incur as a result of:

(i)  transmission of any information to or from the Platform;

(ii)  failure or limitation in any security prevention or detection to or from the Platform;

(iii)  reliance on any information contained in the Platform;

(iv)  hyperlink from the Platform;

(v)  any error, mistake or omission in the information on the Platform; and

(vi)  any disruption or failure in any third party computer network linked to the Platform; even if advised of the possibility of such loss or damage.

10.2. With the exception of death or personal injury by the proven fault of Textual, You expressly understand and agree that neither Textual, its subsidiaries or affiliates, officers, directors, employees or licensors will not in any circumstances be liable for any indirect, consequential or incidental damages, including damages for loss of business, business interruption, loss of business information, loss of data, procurement of substitute goods or services or any other losses whatsoever, arising out of (i) the use or inability to use the Platform, the services or reliance on the Platform’s contents ; (ii) unauthorised access to or alteration of your data or data transmissions; or (iii) any other matter in connection with access or use of the Platform (even if Textual has been advised of the possibilities of such damage).

10.3. With the exclusion of death or bodily injury directly caused by the proven fault or negligence of Textual, Textual’s aggregate liability to any User for claims under and in connection with use of the Platform, whether for liability in contract, tort or otherwise irrespective of the form of action will be limited to US Dollars Two Hundred And Fifty Only (S$250.00) in respect of any one event or series of connected events and provided always that Textual’s aggregate liability under or in connection with these Terms and Conditions (whether for liability in contract, tort or otherwise) will be limited to the lesser of (i) US dollars Two Hundred And Fifty Only (S$ 250.00); or (ii) the fees and charges actually paid by You to Textual in the three (3) calendar months immediately preceding the cause of action.

The limitations and exclusions of liability and warranties in these Terms and Conditions are subject to any restrictions on such limitations and exclusions under the applicable law.

11.Indemnification

You agree to indemnify, defend and hold harmless Textual, its directors, officers, employees, assigns and affiliates from and against any and all claims, actions, liabilities, losses, expenses, damages and costs, including, but not limited to, reasonable legal fees (collectively “Liabilities”), that may at any time be incurred by reason of any third party claim

(i)  arising out of or relating to Your breach or alleged breach of these Terms and Conditions,

(ii)  based upon any claim in connection with an Item which You purchase, supply or offer to purchase or supply (including without limitation changes in contracted prices, alleged errors, omissions or misrepresentation therein);

(iii)  arising out of any software virus or other software code of a destructive nature transmitted by You;

(iv)  arising from any act or omission in connection with a Transaction You enter or propose to enter into (including without limitation any dispute, non-payment or other contractual failure by You to complete such Transaction); or

(v)  arising from any tax, duties, excise or licence fee liability in connection with a Transaction You enter or propose to enter into (with the exclusion of taxes payable by Textual’s on its net income) ; provided that such Liabilities do not arise from Textual’s willful default or gross negligence.

12.Termination

12.1. Textual, in its reasonable discretion, may terminate Your access to and use of the Platform, in the event of:

(i)  any breach of the above warranties, the Trade Rules or these Terms and Conditions by You;

(ii)  any failure to pay any amounts due by You;

(iii)  any information furnished by You is false or misleading;

(iv)  any bankruptcy or insolvency proceedings against You; or

(v)  liquidation of or appointment of a receiver, administrator, judicial manager or other official over Your assets.

12.2. In the event of termination:

(i)  You agree that any and all outstanding charges or fees payable by You in connection with Your use of or Transactions conducted on the Platform shall become immediately due and You will pay all such charges and fees upon demand;

(ii)  Textual may delete or otherwise remove any of Your data stored within the Platform; and

(iii)  Textual may terminate, suspend or disallow Your access to the Platform “https://www.textual.com” and stop all services to You.

13.Copyright

All copyright, trademarks, and other intellectual property rights in the Platform (including but not limited to any images, photographs, animations, video, audio, music, text and “applets”), are owned or otherwise licensed by Textual. No title or any intellectual property right is transferred hereunder. No part of this Platform may be reproduced, distributed or modified in whole or in part in any manner whatsoever by any medium without the written consent of Textual.

14.Trademarks

14.1. The Platform domain name(s) (where applicable) “https://TEXTUAL.COM” , the Textual logo, Textual., TEXTUAL.COM logo and/or other Textual products and services referenced within the Platform or associated materials are trademarks or copyright of Textual, and may be registered in certain jurisdictions. All other product names, company names, marks and logos referenced may be trademarks of their respective owners.

14.2. Nothing within these Terms and Conditions should be construed as granting any right any license or right to any trademarks or the Platform content without the written permission of Textual, or the respective third party owners.

15.Confidentiality

15.1. You agree to preserve the confidentiality of any Confidential Information and not to permit the disclosure of Confidential Information to any unauthorised parties. You will undertake to ensure that any of Your employees, financial or legal representatives to whom all or any of the Confidential Information is disclosed, strictly on a “need to know” basis in furtherance of Your obligations under these Terms and Conditions, shall enter into written confidentiality undertakings to protect unauthorised disclosure of the Confidential Information upon terms equivalent to this provision.

15.2. You further agree and acknowledge that any breach or threatened breach by You of the confidentiality provisions in these Terms and Conditions may cause irreparable injury to Textual for which monetary damages would be an inadequate remedy and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Textual shall be entitled to obtain injunctive, prohibitory or other urgent relief against the threatened breach of these Terms and Conditions or the continuation of any such breach by You, without the necessity of proving actual damages.

16.Your Data

Subject to any other express agreement between You and Textual, You grant Textual a non-exclusive, royalty-free, worldwide right to reproduce, transmit, use, derive or otherwise display material (including without limitation your company name, trade name, logo or other trademarks) and/or other information submitted by you to the Platform, for the purposes of the operation of the Platform and/or any and all of the Platform’s related advertising, marketing or promotional material or communications. Textual will take reasonable efforts to adhere to any trademark guidelines as provided by you to Textual.

17.Your Registration Information

17.1. Subject to the Privacy Policy of Textual, Textual will generally use Your registration information as specified on the Registration Form for general display access by Customers, Suppliers or other Platform Users, for internal administrative purposes and to contact You from time to time in connection with Your use of the Platform or to inform You of the latest features. Textual may provide aggregated or generalised User information to third parties provided always that Your specific information is never disclosed (unless authorised by You or as may be required to comply with the lawful directions of any authority with competent jurisdiction).

17.2. Subject to the Privacy Policy of Textual, the content of any communication feedback to this Platform including suggestions and comments will be treated as non-confidential and shall become the property of Textual. Textual shall be free to use such communication for any purpose unless otherwise You have withdrawn your consent or asked to be anonymous.

18.Delay or Force Majeure

Textual will not be liable for any failure or delay arising from events beyond Textual’s control, including but not limited to, acts of God, insurrection or civil disorder, war or military operations, national or local emergency, acts or omissions of government, telecommunication or public utility disruption or failure, industrial disputes of any kind (whether or not involving employees), failure of equipment, bugs, viruses, accidents, material shortages, explosion, subsidence, inclement weather, acts or omissions of persons or bodies for whom the party is not responsible or any other causes outside it’s control.

19.Disputes

Textual will not involve itself in any private dispute between Users whether or not arising out of a Transaction. Any valid dispute raised by You directly in connection with the Platform will be first addressed by Textual customer service representatives and/or later by Textual management in good faith. Failing any resolution with Textual management, then such dispute or difference shall be referred to and finally resolved by arbitration in US in accordance with SIAC or Commercenet rules for the time being in force which rules are deemed to be incorporated by reference in this clause. The arbitration shall be conducted in English. This shall not preclude Textual from being entitled to obtain immediate injunctive and other equitable relief from any convenient court without bond and without necessity of showing actual monetary damage upon a breach of Clause 13, 14 or 15 above.

20.Assignment

These Terms and Conditions will be binding upon and inure to the benefit of You and Textual’s respective successors and permitted assigns. Your rights and obligations under these Terms and Conditions may not be assigned or otherwise transferred in whole or in part, without the prior written consent of Textual. Textual may assign its right to receive any payment from You under these Terms and Conditions to a majority owned subsidiary of Textual or such other entity or third party approved by Textual by written notice to You without the need for consent.

21.Notices

Any notice, request, waiver, consent or approval shall be in writing in the English language and shall be deemed to have been duly given or made when it is delivered by hand, by registered mail, facsimile or by electronic mail (as the case may be) to Your respective registered notification address provided by You to Textual. Except where otherwise provided under these Terms and Conditions, notices shall be deemed duly served and given immediately if by hand; two (2) days after postage, if by registered mail; upon transmission, if by confirmed facsimile; and upon transmission with no returned receipt failure message, if by electronic mail.

22.General

22.1. You and Textual are independent contractors. No agency, partnership, franchise or formal business organisation of any kind is created by these Terms and Conditions and neither party will have the right to bind the other.

22.2. No waiver of any breach of these Terms and Conditions shall be deemed to be a waiver of any other or of any subsequent breach. The failure of Textual to enforce at any time any of the Terms and Conditions shall in no way be interpreted as a waiver of such provision.

22.3. If any provision of these Terms and Conditions is held invalid, unenforceable or illegal for any reason, these Terms and Conditions shall remain otherwise in full force apart from such provision which shall be deemed deleted.

22.4. These terms and conditions will be governed by and interpreted according to the laws of the Republic of US excluding the application of its conflicts of law rules. To the extent permitted by law, the application of the United Nations Convention on Contracts for the International Sale of Goods 1980 is expressly excluded.

22.5. These terms and conditions constitute the entire agreement between You and Textual with respect to the use of the Platform. These terms and conditions supersede all prior and contemporaneous representations or understandings. Unless expressly agreed by Textual, these Terms and Conditions shall always prevail over any inconsistent terms or conditions embodied within any purchase order, invoice or other documentation issued to Textual by a Customer, Supplier or other third party under or in connection with the use of the Platform.


3rd parties with whom personal information may be shared:

For Merchants or brands:

3rd party name(s)

Data disclosed by TEXTUAL.COM

Purpose

Data collected by TEXTUAL.COM

Purpose

SOCIAL MEDIA PLATFORM INTEGRATION

Facebook

Facebook ID, User Email and Password.

To enable Textual to create an account based on your Facebook user account.

PAYMENT GATEWAY / INTEGRATOR

Stripe

Business Name, E-mail

To enable integration of your Stripe account with the Textual account – and perform recurring payment management and billing related services. E-mail, Tokenized card information (no credit card details are collected) To enable integration of your Stripe account with the Textual account – and perform recurring payment management and billing related services.

E-COMMERCE INTEGRATIONS
Shopify

Order Details, Customer Details

To enable merchants to view all orders and their customer information in the Shopify dashboard Shopify Store Access Key, Product Details and Images, Shipping Details, Currency

To enable Textual to fetch products details, inventory, tax and shipping information from Shopify and link it with Textual identifiers so that products could be powered with Textual’s functionality

SMS Providers

Twilio

Name, Contact Number, Order Number

To enable Textual to provide SMS alerts on order details

Changes to this policy

We reserve the right to make changes to this policy at any time by giving notice on this page. It is strongly recommended to check this page often, referring to the date of the last modification listed at the top. If you object to any of the changes to this policy, you must cease using this service and can request removal of the personal data.


Get in touch with us

If you have any concern about the well-being of your personal data you shared with us, please contact us at info@textual.com.