The terms and conditions set out below (the "Conditions") apply to the website owned, operated and controlled by BlueWave Communications Limited trading as txt.uk (company number 119598C) whose registered office is at Heywood House, Ridgeway Street, IM1 1EW, Isle of Man. ) ("txt.uk") at http://www.txt.uk (the "Website") (as accessed via that or any other address) and to all services provided txt.uk. using the Website and/or ordering any services from txt.uk you are deemed to have read and agreed to these Conditions.
txt.uk may, at any time, change, modify, add to or remove part or all of these Conditions. You should therefore check these Conditions periodically to see if they have changed. Your continued use of the Website and/or services provided txt.uk will be deemed to constitute acceptance of any such changes.
If you are a consumer, the terms set out within these Conditions do not affect your statutory rights. However, please note txt.uk is a business to business service provider only.
A. Conditions relating to your use of the website or any other services or software
txt.uk endeavours to ensure that the information on the Website is correct and fairly stated, but here excludes liability for any error or omission. The Website is not part of a contract or licence save insofar as may be expressly agreed by txt.uk in writing.
All designs, text, graphics and the compilation (meaning the collection, arrangement and assembly) of all content on the Website are the copyright of txt.uk and its licensors unless indicated otherwise. You may electronically copy or print portions of the Website for your own personal, non-commercial use. Any other use, including the reproduction, modification, distribution, transmission, republication, display or performance of the content on the Website is strictly prohibited. No links to the Website may be included in any other web site without express written authorisation from txt.uk.
Any link (be it a hypertext link or other referral device) used on the Website is provided solely for the use and convenience of the visitor. The link does not represent any endorsement or recommendation txt.uk and does not mean that txt.uk has any association with the linked site. txt.uk is not responsible for the content of any websites that have links with the Website or for the legal consequences of your entering into any contracts with the third parties that have these linked web sites.
txt.uk does not accept any liability for any loss, damage, expense, costs or liability whatsoever incurred you as a result. txt.uk will use your information, together with other information, including any which you provide to txt.uk, for administration, marketing and customer services.
txt.uk will NOT disclose your details to parties outside the txt.uk group of companies or related companies except as described in our privacy policy. You may, from time to time, when you are using the Website, be asked to provide or be provided with a password to enable you to access certain services. You must, at all times keep your password private and confidential and you may not permit third parties to use your password.
txt.uk will NOT release your details to business partners. However, txt.uk may contact you by mail, telephone, email, SMS or fax to let you know about any txt.uk goods, services or promotions of the business partners which are considered relevant to the services provided to you by txt.uk.
Further details of txt.uk's use of your information are set out in the txt.uk Privacy Policy in Section D of these Conditions.
txt.uk will not be liable for any loss, damage, expense, costs, delays or other liability whatsoever (including, without limitation, any financial losses such as loss of profit) which you may incur as a result of any event beyond txt.uk's reasonable control (including without limitation any failure of transmission, communication, computer or other facilities or your inability to access the site for any reason or any failure, error or delay in the sending or receiving of any notice or communication or instruction through the post or any electronic medium).
Nothing within these Conditions operates so as to exclude, limit or restrict txt.uk's liability for death or personal injury.
These disclaimers, exclusions and conditions shall be governed and construed in accordance with the law of England and Wales. If any provision shall be unlawful, void or for any reason unenforceable then that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
B. General conditions relating to the provision of services
1 Definitions
In the following Conditions unless the context otherwise requires the following terms shall have the following meanings:
"Bankruptcy or Insolvency Proceedings" bankruptcy proceedings, sequestration proceedings, becoming insolvent, making any composition or arrangement with creditors or an assignment for their benefit, any execution, distress, diligence or seizure, being the subject of proceedings for the appointment of an administrator, going into liquidation whether voluntary or compulsory (except for the purpose of amalgamation or reconstruction) or having a receiver or administrative receiver of any assets appointed;
“Billing Party” Bluewave Communications Ltd
“Billing Period” Monthly or Annually as described at point of purchase
"Contract" the contract for the provision of Services between txt.uk and you incorporating these Conditions, the txt.uk Order Form (where completed by yourself and accepted by txt.uk) and (where applicable) the Price List or as set out in the applicable Separate Contract;
"Fee" the fees (including any applicable VAT) due for the provision of the Services as set out in the Price List or, in the absence of provision in the Price List, the fees for the provision of the Services agreed between you and txt.uk as detailed in the applicable Order Form accepted txt.uk in writing;
"General Conditions" the general conditions relating to the provision of services set out in Section B of these Conditions;
txt.uk will not be liable for any loss, damage, expense, costs, delays or other liability whatsoever (including, without limitation, any financial losses such as loss of profit) which you may incur as a result of any event beyond txt.uk's reasonable control (including without limitation any failure of transmission, communication, computer or other facilities or your inability to access the site for any reason or any failure, error or delay in the sending or receiving of any notice or communication or instruction through the post or any electronic medium).
"Intellectual Property Rights" any and all intellectual property rights and similar rights including, without limitation, patents, trade marks or trade names, service marks, brand names, registered designs, design rights, rights in databases, Know-How, copyrights whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating or attached thereto and all extensions and renewals thereto;
"Know-How" any and all know-how, confidential information, experience, drawings, designs, source code, programs, code, notes, flowcharts, other technical information including the benefit of obligations of confidentiality in relation thereto howsoever arising;
"Minimum Contract Term" any minimum contract term applicable in respect of the provision of Services as specified in the relevant Contract;
"Order Form" the txt.uk online order form;
"Price List" txt.uk's published charges for the provision of the Services from time to time;
"Separate Contract" any separate contract for the provision of Services entered into you and txt.uk;
"Services" the txt.uk Service and any other service or facility provided to you txt.uk as detailed on the relevant Order Form and/or as accessed or used you via the Website;
"Site" the premises or location at which a Service is or is to be provided, if applicable
"SMS Service" txt.uk's facilitation of the sending and/or receipt of SMS text messages via an internet or gsm based interface to or from a mobile phone type device or emulation thereof;
"Specific Conditions" the specific conditions relating to the provision of specific categories of services set out in Section C of these Conditions;
"Telecom Services" the provision of messaging services by txt.uk;
2 Basis of Provision of Services
2.1 Save as provided in clauses 2.2 and 2.3 these General Conditions apply to each and any provision of Services to you txt.uk to the exclusion of all other conditions, agreements, understandings or arrangements not set out in the applicable Contract.
2.2 The applicable Specific Conditions are also included in each Contract for the provision of Services.
2.3 Certain Services are provided txt.uk on the terms of Separate Contracts. If you enter into a Separate Contract with txt.uk in relation to the provision of any Services the terms of that Separate Contract shall take priority over these Conditions.
3 Fees and Payment
3.1 In consideration of the payment of the appropriate Fees, txt.uk will provide the Services. The appropriate Fees for the provision of Services are such Fees as are expressly agreed in writing you and txt.uk in respect of the Services or, in default of such agreement, such Fees as are calculated in accordance with the Price List in force at the time you submit a completed Order Form for the provision of the Services to txt.uk.
3.2 All Fees must be paid in full, upon receipt, without set off or deduction in UK pounds sterling either:
3.2.1 debit or credit card when you make your order if you complete an Order Form on line.
3.2.2 payment of txt.uk's invoice debit or credit card or cheque within 14 days of invoice date if you submit an Order Form fax or post. You can find details of the credit and debit cards that are accepted txt.uk following the "order" link on the Website. Please note that if you make payment cheque and your bank returns the cheque to txt.uk unpaid, you may be liable for an administrative fee of £25. txt.uk may also make an administrative charge for refunding credit card transactions.
3.3 Fees are quoted txt.uk (whether in the Price List or otherwise) inclusive of Value Added Tax.
3.4 txt.uk reserves the right to increase the Fees for Services in respect of which it has entered into a Contract with you upon 14 days prior written notice to you.
3.5 Without prejudice to txt.uk's other rights and remedies under these Conditions and/or at law, if any sum payable is not paid on or before the due date, txt.uk shall be entitled forthwith to:
3.5.1 withhold or, where provision of the Services has commenced, suspend the provision of Services to you; and/or
3.5.2 charge interest (both before and after judgment) at a rate of 4% over the base rate from time to time of Barclays Bank Plc on the overdue sum; and/or
3.5.3 charge you an administration fee in respect of time spent and costs incurred txt.uk in taking steps to recover payment of the due sums.
3.6 we reserve the right to attempt to recover monies for outstanding invoices by contacting the admin email address or owner email address for the account, or by any other contact details we have been provided pertaining to that account.
3.7 txt.uk reserves the right to charge a Fee for support or administration which is deemed by txt.uk to be outside the scope of normal services. This may include any support out of office hours, support or administration not directly related to the restoration of a service affecting issue or loss of passwords. In any event, the final decision as to whether support will be chargeable will lie with txt.uk and notified to the customer in advance of provision of such support. Fees will be charged per hour or part thereof and rates are available on request. The charge and payment of the Fee does not constitute that the result of the support actions shall be correct or free from errors.
3.8 The Billing Party may in a separate invoice make backdated claims for amounts outstanding from a previous Billing Period which were not previously invoiced for technical or other reasons. For the avoidance of doubt the failure of the Billed Party to collect any amount from any end user or other customer shall not constitute a legitimate reason for non payment of the Billing Party's invoice and the Billing Party shall not be liable for any amount which the Billed Party fails to collect from customers.
4 Warranties
4.1 txt.uk warrants that it will provide the Services with reasonable care and skill.
4.2 All conditions, terms, warranties and representations, whether imposed statute, operation of law or otherwise, that are not expressly stated in these Conditions are here excluded to the fullest extent permitted by law.
5 Intellectual Property Ownership
All Intellectual Property Rights in and to the Services provided txt.uk are, as between you and txt.uk, the property of and shall vest in and be the property of txt.uk.
6 Use of the Services
6.1 You represent, undertake and warrant to txt.uk that you will use Services provided txt.uk only for lawful purposes. In particular, you represent, warrant and undertake that;
6.1.1 you will not use the Services in any manner which infringes any law or regulation or which infringes the rights of or, causes annoyance, inconvenience or needless anxiety to any third party, nor will you authorise or permit any other person to do so;
6.1.2 you will not use the Services to post, link to or transmit: (a) any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way; (b) any material containing a virus or other hostile computer program; and/or (c) any material which constitutes, or encourages the commission of, a criminal offence or which infringes any intellectual property right;
6.1.3 (a) you will keep secure any identification, password and other confidential information relating to the Services and shall notify txt.uk immediately of any known or suspected unauthorised use of your account or breach of security, including loss, theft or unauthorised disclosure of your password or other security information;
6.1.3 (b) you shall fully indemnify against any and all costs, claims, demands, losses, damages, expenses (including, without limitation, legal expenses) and liabilities of whatsoever nature suffered or incurred by txt.uk relating to any access or attempted access or activity or malicious activity deemed to have originated from or associated with you. Such origination may include the use of the your password or origination from your IP address.
6.1.4 you will observe the procedures which txt.uk may from time to time prescribe and shall make no use of the Services which is detrimental to txt.uk's other customers;
6.1.4 you will observe the procedures which txt.uk may from time to time prescribe and shall make no use of the Services which is detrimental to txt.uk's other customers;
6.1.5 you will procure that the Services are used in accordance with all applicable legislation (including data protection legislation) and in a secure manner;
6.1.6 (if you are an individual), you are using the services for business use and are at least 18 years of age; and
6.1.7 (if you are a company), the Services will not be used by anyone under the age of 18 years.
6.2 Whilst txt.uk will use reasonable endeavours to ensure the integrity and security of the Services, txt.uk does not guarantee that the Services will be error or interruption free or free from unauthorised users or hackers.
6.3 txt.uk may from time to time:
6.3.1 temporarily suspend part or all of the Services without notice for the purposes of repair, maintenance or improvement. txt.uk undertakes to use reasonable endeavours to restore the Services as soon as possible after any such suspension;
6.3.2 give instructions regarding the use of the Services which in txt.uk's reasonable opinion are necessary in the interests of safety or to maintain or improve the quality of the Services provided txt.uk and any such instructions shall, whilst they are in force, be deemed to form part of the Contract between You and txt.uk; and/or
6.3.3 vary the technical specification of the Services for operational needs.
7 Termination
7.1 txt.uk may terminate its Contract with you at any time, immediately upon written notice via post, email or SMS message if you:
7.1.1 breach any term of the Contract; or
7.1.2 are subject to Insolvency Proceedings.
7.1.3 if txt.uk consider your behaviour or interaction with any member of txt.uk staff to be inappropriate or abusive. In such an event, the final decision shall rest with txt.uk without burden of proof.
7.1.4 refuse to comply with any of txt.uk's prescribed methods of interacting with txt.uk, which may change from time to time to account for txt.uk working practices, for example submitting support via support ticket.
7.2 Either you or txt.uk may terminate your Contract at any time upon at least 30 days notice to the other expiring on the last day of the Minimum Contract Term (if any) or at any time thereafter. If no Minimum Contract Term is specified, the Minimum Contract Term shall be deemed to equal the period for which the services were purchased. The notice to terminate shall take effect upon the last day of the notice period. In any event you must pay the Fees for all Services provided to you up to and including the date of termination or the Minimum Contract Term whichever is the later date.
7.3 txt.uk reserves the right to terminate any Contract at any time (notwithstanding any Minimum Contract Term) giving to you not less than 30 days prior written notice of termination. If txt.uk terminates your Contract under this clause 7.3 it will refund any Fees that you have paid in advance for Services that, as a result of txt.uk's termination of the Contract, you will not receive.
7.4 Termination and/or expiry of your Contract is without prejudice to any rights and/or liabilities accrued as at the date of expiration or termination.
7.5 On termination or suspension of Services under the Contract txt.uk shall be entitled to immediately block any Service provided to You and to remove all data related to it. txt.uk shall be entitled to delete all such data but txt.uk may, at its discretion, hold such data for such period as txt.uk may decide, to allow you to collect it at your expense, subject to payment in full of any amount outstanding under Contract and payable to txt.uk. txt.uk shall further be entitled to post such notice in respect of the non-availability of such website as txt.uk thinks fit.
8 Notices
Any notice to be given you or txt.uk to the other may be sent either email, fax or recorded delivery to the address of the other party as appearing in the relevant Contract (or, in the case of txt.uk, as appearing on the Website) or such other address as either party may from time to time have communicated to the other in writing. If sent by email notice shall, unless the contrary is proved, be deemed to be received on the day it was sent or, if sent fax, shall be deemed to be served on receipt of an error free transmission report or, if sent recorded delivery, shall be deemed to be served two days following the date of posting.
9 Matters Beyond txt.uk's Reasonable Control
txt.uk is not liable for any breach of Contract or any delay or failure in its performance of any of its obligations under a Contract when caused as a result of any matter beyond its reasonable control including, but not limited to, war, civil disorder, industrial disputes, adverse or extreme weather, acts of local or central government or other competent authorities or failure of other service providers, registries or other suppliers.
10 Liability
10.1 txt.uk shall not in any way be liable for any loss of profits, anticipated savings, goodwill or business opportunity, for the loss, corruption or destruction of data, for injury to reputation or third party losses or for indirect, consequential or special loss or damage regardless of form of action, whether in tort (including negligence) contract, strict liability or otherwise and regardless of whether txt.uk knew or had reason to know of the possibility of the loss, injury or damage in question.
10.2 Nothing in these Conditions shall operate so as to exclude txt.uk's liability for death or personal injury resulting from its negligence or for fraudulent misrepresentation.
10.3 txt.uk's total aggregate liability under any Contract for any claim arising out of or in connection with the provision of the Services shall be limited to the Fees paid you in respect of the Services which are the subject of any such claim.
10.4 In any event no claim shall be brought against txt.uk unless you notify txt.uk of the claim within two years of it arising.
11 Indemnity
You shall indemnify and hold txt.uk harmless from and against any breach you of these Conditions and/or the terms of any Contract and any claim brought against txt.uk a third party resulting from the provision of Services to you and your use of the Services other than in accordance with the terms of these Conditions and the applicable Contract.
12 Waiver
The failure or delay of txt.uk to enforce or exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to the Contract does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect txt.uk's right later to enforce or exercise it. No single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
13 Validity The invalidity or unenforceability of any term of or any right arising pursuant to this Agreement shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.
14 Third Party Rights
Nothing in this Agreement shall be construed so as to confer any benefit or impose any obligation upon any person who is not a party to it whether under the Contracts (Right of Third Parties) Act 2001 or otherwise.
15 Headings
The headings in these Conditions are for ease of reference only and shall not affect the interpretation of the Conditions.
16 Language
All documentation and correspondence in connection with this Agreement shall be in the English language.
17 Law and Jurisdiction
The construction, validity and performance of these Conditions and each and every Contract is governed by the law of the Isle of Man and the parties accept the exclusive jurisdiction of the courts of the Isle of Man.
C. Specific conditions
20 Specific Conditions applicable to Telecom Services and SMS Services
20.1 txt.uk makes no representation, gives no warranty as to and accepts no liability in relation to your use of the Telecom Services and/or SMS Services the accuracy or quality of information received any person via the Telecom Services and/or SMS Services and/or any loss of or damage to any data stored or transferred via the Telecom Services and/or SMS Services.
20.2 txt.uk reserves the right to suspend any SMS account if it remains unused (namely if no outbound messages are sent) for a period of three months and delete any remaining credit balance, without refund. In the case where an account is active but credits remain unused after a period of twelve months or greater, txt.uk reserves the right to remove any unused credits from the balance of the account without refund.
20.3 Under normal circumstances one message credit is consumed per message delivery or attempted delivery. txt.uk reserve the right to charge internetworking or network termination fees or to deduct messages from an sms account balance of equivalent value to any internetworking or termination fees due. txt.uk reserve the right, without notice, to change the number of message credits used per delivery of an SMS message or to charge more than one credit for longer SMS messages.
20.4 Message credits are non-refundable under any and all circumstances. In the case of non-delivery, if investigation as to the cause of the non-delivery is required, the customer must agree to pay any administrative charges levied by the delivering mobile network incurred by the investigation. Such charges may be estimated by txt.uk and charged in advance, with any refunds made after the final costs have been levied by the mobile network concerned. In any event, the outcome of such investigations will not result in the refund of any credits relating to failed messages.
20.5 inbound sms : in absence of any other agreement, txt.uk reserves the right to suspend any accounts where the amount of incoming or outgoing messages impinges on the provision of services to other users. In such instances the account holder will be given an opportunity for compliance.
20.6 If your txt.uk account is terminated or suspended for any reason you may not be able to use remaining credit. No refund of unused credit will be given. Nor can remaining credit be allocated against outstanding invoices or used as payment for another service.
20.7 You have no rights of ownership over any telephone numbers assigned via this service other than a license to use the number for the duration of the Service, such license will be revoked upon Termination by either party or in event of non-payment.
20.8 This service is supplied from the Isle of Man
D. Privacy policy
21.1 txt.uk is a registered data controller under the General Data Protection Regulation (GDPR). Many of txt.uk's employees are vetted and security cleared up to government top secret - we take your data security seriously.
21.2 When you use the Website you may be asked to provide txt.uk with personal information such as your name, address, phone number and email address. txt.uk is committed to protecting your privacy and this privacy policy governs how txt.uk will use such information.
21.3 txt.uk will use your personal information in accordance with GDPR. Information about you will be used to process your order and to provide you with the best possible service, including dealing with your queries and sending you information about changes in the txt.uk service.
21.4 txt.uk will not release, offer or sell your personal information to third parties without first seeking your consent, except that you here consent to your personal information being transferred to any third party acquiring substantially all of txt.uk's assets.
21.5 The information txt.uk holds will be accurate and up to date. You are entitled to ask for a copy of your personal information (for which txt.uk may charge a small fee) and to ask txt.uk to correct any inaccuracies or update your personal information at any time contacting txt.uk at txt.uk, Heywood House, Ridgeway Street, Douglas, IM1 1EW.
21.6 txt.uk may need to transfer your personal information to countries that do not provide the same level of data protection as is required in the UK. txt.uk will transfer your personal information only in accordance with the relevant provisions of GDPR. Submitting your personal information to txt.uk you consent to such transfer.
21.7 txt.uk may use technology to track the patterns of behaviour of visitors to the txt.uk website, such as "cookies" which would be stored on your browser. Cookies can store information about your preferences on a particular site and can provide useful features. These cookies have a finite lifetime and do not store or pass any credit card information to your browser. If you prefer you can set your browser to refuse cookies. Please refer to your browser instructions to learn more about these functions.
21.8 This privacy policy does not cover third party websites that you can link to through the Website. We accept no liability for these sites.
21.9 If you have any complaints, questions or comments about this privacy policy or txt.uk's use of your personal information, you can contact txt.uk at Heywood House, Ridgeway Street, Douglas, IM1 1EW or email us at hello@txt.uk
E. Complaints and dispute resolution
22.1 txt.uk are committed to providing excellent service and endeavour to deal with any complaint fairly and within a reasonable period of time. However, should a customer remain dissatisfied with any aspect of our service, they are welcomed to contact us whereupon we will do our utmost to resolve the problem as quickly as is reasonably practicable. We operate a complaints procedure to help ensure that any complaints are dealt with efficiently and to your satisfaction.
22.2 Should you wish to receive a hard copy of this Complaints and Dispute Resolution procedure, please email your request to support@txt.uk
22.3 If you have a problem with the way we have sold, provisioned or delivered the service to you, you should:
● In the first instance, write via email to support@txt.uk We aim to respond to you within 24 hours. Please ensure you retain the reference number for your conversation. Our customer service staff will do their utmost to successfully resolve any problems at that point. If, however, your problem cannot be resolved during the email, we will agree a course of action with you. If you remain unhappy with the way in which your complaint has been handed in the first instance, you may contact the Customer Service Manager mentioning your case reference number. They will respond and aim to resolve your complaint within 48 hours.
● If the Customer Service Manager is unable to resolve the issue to your satisfaction, you may escalate your concern to a Director and again if unsuccessful, to the Managing Director. In both cases, they will aim to respond to you within 48 hours.
● Please note that in all cases, we ask that you mention your incident reference number in all correspondence, and that you work with our management team to resolve your concern. In the unlikely event that your complaint has not been resolved by txt.uk to your satisfaction within a period of eight weeks, or if during the process of investigating your complaint you believe the situation has reached a deadlock, you may refer your complaint to The Office of Fair Trading for independent consideration. The Office of Fair Trading will make an independent decision based entirely on the merits of the complaint.
22.4 You may contact The Office of Fair Trading directly at: Government Building, Lord Street, Douglas, IM1 1LE, Isle of Man.
