Terms and Conditions

These Terms and Conditions govern the sale of Services on textyess.com. The Provider reserves the right to change these Terms and Conditions and the Privacy Policy, and such changes will be made known to Users via the Site with an appropriate notice. Said notice may, at the discretion of the Provider also be made by sending an appropriate email. The Services offered through the Website are intended exclusively for Business and generally for Professional Customers.

ARTICLE 1 DEFINITIONS

For the purposes of this contract:

Service provider: TextYess S.R.L. with registered office in Messina (ME), Via Cesare Battisti No. 303, VAT/Tax Code: 03748980830, e-mail: E-mail address: riccardo@textyess.com

General Terms and Conditions: the set of these contractual clauses that determine and define the relationship between the Supplier and Customer

Website: textyess.com

Services: sale of WhatsApp marketing services

Purchase: the onerous purchase of the Service

E- commerce Customer, or Customer, or E-commerce: any Professional entity that purchases the Service sold through the Site

Professional: one who acts for professional or business purposes

User: any individual who has access to the website

ARTICLE 2 OBJECT OF THE CONTRACT

These Terms and Conditions of Sale cover the Services referred to in the following article and are valid between the Provider and any Professional Customer who makes a purchase on the Website, establish the conditions of use of the Website and the services offered. Any toleration by the Supplier to conduct that is in violation of the provisions of these conditions shall not constitute a waiver of the rights to which such party is entitled under the aforementioned conditions. If any of the conditions are found to be null and void or ineffective, the nullity or ineffectiveness, if any, shall not extend to the remaining terms of the contract.

ARTICLE 3 SERVICE DESCRIPTION

The Supplier offers for sale an WhatsApp Marketing Service using Tool to upload contacts to whom the E-commerce Customer wants to send personalized marketing campaigns. The Supplier also provides E-commerce with features that provide the possibility for potential end customers to purchase the E-commerce Customer's product by responding to a text message. Specifically, the end customer responding "YES" receives a direct link to the checkout showing the product and total. The end customer will then have to enter their credit card information and accepting the specific check box allows them to store the card for future purchases. As a result, on the next purchase the end customer receives a text message with a summary of the order and their card details and will have the choice of buying, cancelling and/or making changes. The Supplier provides E-commerce Customers with phone numbers to carry out WhatsApp marketing campaigns who remain solely responsible in order to sell products and management related to purchases such as withdrawal and legal warranty.

ARTICLE 4 DURATION OF SERVICE

The Service is sold on a monthly subscription basis. After the purchase is made, the relationship is understood to be tacitly renewed each month unless the automatic renewal is cancelled and subsequent cancellation is made at any time prior to the renewal date. The cancellation will become effective at the end of the current billing period.

ARTICLE 5 PRICES.

The price of the Service includes a fixed monthly cost and the purchase of credits that correspond to a given number of WhatsApp. The Provider reserves the right to change the price, at any time, without prior notice, it being understood that the price charged to the User will be the one indicated at the time of placing the order and that any changes (upward or downward) after the transmission of the same will not be taken into account.

ARTICLE 6 PURCHASE AND REGISTRATION METHODS

The User must book a call directly from the site with the Provider. In order to be able to make the purchase of the Service, the User will have to make a special registration through which he/she will have to enter his/her name, email and password. By making the registration the User accepts the Terms and Conditions and the Privacy Policy. After registration the E-commerce Customer accesses the Tool and can upload contacts either through CVS or through the integrations provided by Shopify. On new Campaign the E-commerce Customer can select the features of interest choosing whether to avail de link to the site or the functionality via WhatsApp, view revenews and budget From its Dashboard, the E-commerce Customer can make credit purchases.

ARTICLE 7 METHOD OF PAYMENT

The E-commerce Customer pay the requested price through Stripe. The E-commerce Customer agrees to pay the monthly subscription fee for the service by authorizing the Provider to charge the same to the indicated Credit Card. In the event that the indicated Credit Card is declined or cannot be used to settle the subscription fee the E-commerce Customer will be responsible for any outstanding amounts. In the event that a charge fails due to credit card expiration, insufficient funds or for any other reason, the Provider shall have the right to discontinue any type of Service offered and suspend access to the platform until all payments are settled, and the E-commerce Customer expressly releases the Provider from any and all liability in this regard. Unless otherwise provided, in any case of partial performance of the Service, the Supplier shall be entitled to retain the amounts received from the E-commerce Customer up to that time.

ARTICLE 8 OBLIGATIONS RELATED TO THE USE OF THE PLATFORM

All Customers shall use the site by strictly adhering to these Terms and Conditions. The Customer undertakes not to use the site and its services for illegal purposes or contrary to these Terms and Conditions of Use, or in ways that could damage its functionality, render it unusable, cause overloading, deterioration and/or interference with the use of the same by other Users. Any behavior from which, even by mere attempts, unauthorized access to the site, the Service sold by the Provider, other accounts, systems or networks connected to the same through hacking, password forgery or other means may result is prohibited.

ARTICLE 9 INTELLECTUAL AND INDUSTRIAL PROPERTY

All the contents of the Site and the platform are protected and safeguarded by current copyright and industrial and intellectual property laws. By way of example and not exhaustive, the content of the Site must be understood as: the domain name, its sub-domains, trademarks, all texts, any graphic and/or text representation. All intellectual and industrial property rights relating thereto are the exclusive property of the Provider, are reserved to it and are not and will not be transferred or licensed under any circumstances to the Customer and/or User. Therefore, the User or the Customer may not reproduce, duplicate, copy and redistribute, retransmit including to other websites, transfer or otherwise make available to third parties for any reason whatsoever or otherwise use for purposes other than storage and/or consultation the Sites and/or Site Content, without the prior express and formal approval of the Provider.

ARTICLE 10 WITHDRAWAL

The purchase is intended for Professional Users only and therefore no right of withdrawal is granted

ARTICLE 11 EXPRESS RESOLUTION CLAUSE

The Supplier may at any time and with immediate effect terminate the contract pursuant to Article 1456 of the Italian Civil Code, without prejudice, however, to the possibility of claiming compensation for any damages, by discontinuing the services with a declaration by sending the Customer a PEC in which it declares that it wishes to avail itself of the right to terminate the contract, if the following conditions occur:

(a) the Customer fails to fulfill its obligation to pay the fees in accordance with the amounts and deadlines set forth in this contract within the peremptory term specified in the notice of default by the Supplier;

(b) the Customer violates the obligations under this contract; This is without prejudice to the Customer's obligation to pay what is due to the Supplier up to that time. In the event of termination of the contract, the Customer acknowledges that the sums paid up to that time will not be subject to reimbursement by the Supplier and in any case the obligation remains to pay the debts accrued and accruing up to that time.

ARTICLE 12 CONFIDENTIALITY AND PROMOTION.

The Parties agree to take all appropriate measures to ensure the confidentiality of information and documents disclosed by the other Party or of which the Parties have become aware in the performance of this contract. The Parties agree not to use or disclose to third parties, except as authorized by this contract, the information and documents disclosed by the other Party or of which the Parties have become aware in the performance of this contract. The Client acknowledges that in order to perform the services under this contract, the Supplier may use contractors or assistants. Each Party agrees to enforce this confidentiality obligation on its employees and assistants. The material will be kept confidential and for their exclusive use. The Client, without having anything to claim, authorizes the Supplier to use any statistical data, the Client's name, the relevant brand name and reviews, video-reviews, online reports, for the promotion of its business, in the manner and/or for the times chosen by the Supplier.

ARTICLE 13 DISCLAIMER

The Supplier's liability is understood to be within the limits of its obligations under these Terms and Conditions and the amount paid at the time of purchase.

- The Provider is not responsible for the behavior of Users and the information they share;

- The User warrants that he/she will use the Website in accordance with the conditions and for the Services established and offered by the Provider, excluding any use that is intended for illegal purposes or contrary to the provisions of these Terms and Conditions of Use and otherwise in a manner that could damage it, render it unusable, overload or deteriorate it, or interfere with its use by other Users;

- The Provider is not responsible for the increase or failure to increase business from the User's business, for failure to achieve desired results from investments and costs incurred, and for any damages resulting from the Services offered;

- The Provider shall not be held liable for omissions or errors that may be contained in the materials, nor, again, for any infringement of the rights of others and damages, including indirect, consequential to it, or for other damages of any kind, including resulting from loss of the right of use, loss of information or loss of earnings or arising from breach of contract, negligence or other tortious action, arising out of or in any way connected with the use or information contained in the platform;

- the Client retains full ownership of the personal data downloaded and provided assuming all responsibility with respect to their management or use, releasing the Supplier from any liability in this regard;

- the Customer warrants that it will be its sole responsibility to arrange for privacy compliance and drafting of the terms and conditions of sale for the products covered by the Services offered by the Supplier

- the Customer exonerates the Supplier from any liability for failure to perform or improper performance on time of the services covered by this contract or damages resulting from force majeure and/or for any technical problems of the computer tools necessary for the performance of the services provided for in these Terms and Conditions;

- it shall be the Customer's responsibility to ensure that the services referred to in these Terms and Conditions comply in all respects with applicable regulations and to indicate to the Supplier the manner in which the same may be made to comply with such regulations without cost to the Supplier and therefore releases the Supplier from all liability in this regard;

- the Client acknowledges that the services covered by this contract are performances of means and not of results, and the Supplier cannot guarantee the Client secure income or results from the exploitation of what is the subject of these Terms and Conditions with release from all liability in this regard on the part of the Supplier;

- the Client uses the services at its own risk, indemnifying the Provider against any party for legal/civil or administrative disputes, indirect, specific, incidental, punitive, precautionary or consequential damages caused by the use or inability to use the services offered by the Provider;

- the Customer acknowledges that the Supplier reserves the right to deliver the offered services also through third-party software, releasing the Supplier from any liability in this regard;

- the Client exonerates the Supplier from any responsibility regarding compliance with the EU Regulation 679/2016 (Gdpr) and the current legislation on the processing of personal data for any service offered by the Supplier or related to it;

- the Customer exonerates the Supplier from any liability regarding any errors and/or typos in the drafting of WhatsApp texts.

ARTICLE 14 FAILURE TO EXERCISE A RIGHT

The Supplier's failure to exercise a right does not represent any waiver of its right to take action against the Customer or any third party for breach of its commitments. Therefore, the Supplier reserves the right to enforce its rights in any case, within the terms granted.

ARTICLE 15 APPLICABLE LAW AND PLACE OF JURISDICTION

These Terms and Conditions are entirely governed by Italian law. Any dispute arising in connection with the validity, interpretation, performance and termination of these Terms and Conditions shall be the exclusive jurisdiction of the Court of Messina.

ARTICLE 16 FORCE MAJEURE

The Supplier shall not be held liable for failure or delay in the performance of its obligations due to circumstances beyond the reasonable control of the Supplier due to force majeure events or, otherwise, unforeseen and unforeseeable events and, in any case, beyond the Supplier's control. The Supplier's performance of its obligations shall be deemed suspended for the period during which force majeure events occur. In the event of force majeure, the performance of the Service will be suspended. Such suspension may last for a maximum period of 3 (three) months, after which the Parties by mutual agreement may decide whether to continue or cancel the contract.

ARTICLE 17 PROCESSING OF PERSONAL DATA AND APPOINTMENT OF DATA CONTROLLER

The Personal Data provided or acquired will be subject to Processing based on the principles of fairness, lawfulness, transparency and protection of confidentiality in accordance with current regulations. The Provider, as the Data Controller, processes the Personal Data of Users by adopting appropriate security measures aimed at preventing unauthorized access, disclosure, modification or destruction of Personal Data. The Processing is carried out by means of computer and/or telematic tools, with organizational methods and logics strictly related to the indicated purposes. The User's Data are collected for the execution of pre-contractual measures; to fulfill the obligations arising from the stipulated contract; for the registration procedure aimed at the purchase of the Services; to follow up on specific requests addressed to the Data Controller by the User; to send promotional and commercial information and offers also through the newsletter service on the basis of the consent freely expressed by the User; for soft spam purposes for promotional communications having as object the purchased Services without the need for the express and prior consent of the User, as provided for by art. 130, 4 paragraph, Privacy Code as amended by Legislative Decree no.101 of 2018. Therefore, the Customer is invited to carefully read the information on the processing of personal data (Privacy Policy) made pursuant to EU 679/2016, as well as on the use of cookies with the relevant consent to processing where required (Cookie Policy). The Client, as Data Controller, for the Service covered by this Contract, appoints the Provider as Data Processor. This appointment as Data Processor and the related clauses shall have the same duration as the duration of the contract entered into between the Data Controller and the Supplier. The appointment and this contract shall automatically cease to have effect in the event of termination, withdrawal or loss of effectiveness of the Contract, except for such time as may be necessary to enable the Data Controller to recover the Personal Data where contractually agreed between the Parties. The Data processed by the Processor on behalf of the Controller in connection with the services chosen by the Controller are:

Common data: Biographical data (first name, last name), Contact data (phone number, e-mail address) Payment data.

Subject categories: e-commerce users of the Client

As a result of this appointment, the Provider is only authorized to process Personal Data to the extent and within the limits necessary to perform the activities assigned to it. Specifically:

(a) The Processor declares that he/she is aware of all the obligations incumbent on the Processor and undertakes to respect and allow all prerogatives, obligations, burdens and rights arising from such legal position;

(b) the Processor declares that it is willing to demonstrate, at any time, that it can offer sufficient guarantees to put in place appropriate technical and organizational measures so that the Processing meets the requirements of the aforementioned regulation and to ensure the protection of the rights of the data subjects;

(c) The Processor ensures that it has the structural, technical, and organizational capacity to ensure on a permanent basis the confidentiality, integrity, and availability of processing systems and services;

(d) The Processor undertakes to take all measures required by Article 32 of the Regulations;

(e) in the event of a Data breach, such as to present a risk to the fundamental rights and freedoms of individuals, the Data Processor declares itself aware of the obligations incumbent on the Data Controller under Article 33 of the Regulations. Accordingly, it undertakes to communicate any relevant circumstances and data, without undue delay, after becoming aware of the breach to the Data Controller;

(f) The Responsible person undertakes to allow the Controller to carry out verifications on the correctness, lawfulness of the processing carried out. The Manager undertakes to offer any support necessary for such verification activities by promptly responding to information and clarifications and providing all documentation requested by the Controller;

(g) In the event of termination of this assignment, the Manager undertakes to delete or return to the Controller all data in its possession for the execution of the relevant contract, subject to legal retention obligations.

ARTICLE 20 COMMUNICATIONS

For further information of any kind, you can contact the supplier by e-mail at the following address: riccardo@textyess.com

Pursuant to Articles 1341 and 1342 of the Civil Code, the User declares that he/she has carefully read and expressly accepts all the clauses of these Terms and Conditions of Sale and in particular those of Articles 4, 7, 10, 11, 12, 13,15 and 16