Teya General Terms
last updated: September 29, 2023
These general terms (“Teya General Terms”) are a legal agreement entered into by and between Teya (as further defined below and referred to as “Teya”, “us”, or “we” in these Teya General Terms) and the entity or person who enters into these Teya General Terms (“you”, “your”, or “user”). These Teya General Terms govern your use of Teya’s services, including payment processing, software, mobile applications, websites, hardware and other products and services (each, a “Service”, collectively, the “Services”).
These Teya General Terms become effective as soon as:
i. you indicate your acceptance of these terms or Additional Terms;
ii. you start using our Services,
whichever happens first.
You may not access or use any Services unless you agree to abide by all the terms and obligations set out in these Teya General Terms and the relevant Additional Terms.
If you have any questions or if you do not understand any of the provisions within these Teya General Terms, please contact us - our team is more than happy to assist.
Part A – General Terms
Throughout these Teya General Terms, the following terms will have the meaning set out below, unless the context otherwise requires.
Additional Terms: Terms and conditions specific to the Service that you use. Additional Terms incorporate these Teya General Terms by reference;
Applicable Laws: All laws which are applicable to the relationship between you and us in our provision of the Services;
Amendments: Any amendments made to these Teya General Terms or applicable Additional Terms (including the Fees);
Authorised Users: Those of your employees, agents and independent contractors or any other individual who are authorised by you to use the Services;
Business Day: Any day other than a Saturday, a Sunday, a day which is a public holiday or a day on which banking institutions are closed in the relevant jurisdiction;
Customers: Purchasers of your goods or services;
Data: Includes but is not limited to:
ii) User Content which has the meaning set out in section 10; and
iii) any other non-personal information collected by us including to detect fraud and analysis (including aggregated or anonymised information) and any other information created by or originating from or uploaded to the Services;
External Services: Access to external third-party services via our Services, such as products, websites, content or integrations;
Fees: All the fees applicable to the Services;
Notices: Notices and communications from us to you, made electronically or otherwise, via our website, by email, including notices regarding Amendments to these Teya General Terms, any Additional Terms (unless otherwise stated in the relevant Additional Terms), Fees, or any policies, disclosures, notices, transaction information, invoices, statements, responses to claims and other customer communication;
Payment Method: A type of payment method that Teya accepts as part of the Payment Services, such as credit card and debit card;
Network: A provider of a Payment Method, and a payment network provider that manages payment transactions, using both debit and credit cards to process payments, such as Visa, Mastercard, UnionPay, and American Express;
Payment Services: Services that you may use to accept payments from your Customers for Transactions or any other applicable financial transactions;
Representative: The person registering for your Teya Account on your behalf;
Reserve: Funds withheld by Teya or its affiliates as security against your liabilities under these Teya General Terms and/or Additional Terms;
Teya: The Teya entity you’re contracting with for the Services as further set out in the Additional Terms;
Teya Account: A unique account which a user may register for in order to access a portal or other platform provided by Teya to manage the Services, including Teya Software or certain External Services. The Teya Account is operated and provided by Teya Services Ltd. (company number: 12271069), registered at Third Floor, 20 Old Bailey, London, United Kingdom, EC4M 7AN;
Teya Company: Us, our parent company, subsidiaries of the parent company and our affiliates;
Teya Hardware: Teya Hardware includes any instrument or piece of equipment, including accessories and components, as well as software installed or otherwise associated with the above, provided by Teya;
Teya Software: The software applications provided by us under these Teya General Terms and the applicable Additional Terms for the relevant Teya Software;
Settlement: The Settlement Value, which means the process of transferring funds owed to a merchant from completed transactions, typically involving the clearing of payment information between the merchant, payment processor, and financial institutions, and the subsequent transfer of the funds to the merchant's designated bank account, as further set out in the Payment Services Terms.
Taxes: Includes any and all present or future taxes, charges, fees, levies or other assessments, including, without limitation, income, value-added, goods and services tax or similar tax, gross receipts, excise, real or personal property, sales, withholding, social security, occupation, use, severance, environmental, license, net worth, payroll, employment, franchise, transfer and recording taxes, fees and charges, imposed by any domestic or foreign taxing authority; and
Transaction: The payment of funds between you and a Customer related to the sale of goods and or services.
3. Access to our Services
a. Signing up to your Teya Account: If you are registering for a Teya Account, either for you as an individual or on behalf of a legal entity, here are the basics, it’s super simple. We just need to grab some details from you or your Representative, which may differ depending on whether you are registering as an individual or as a legal entity and may include some or all of the information referred to above. We’ll let you know when your Teya Account is active once we have reviewed and approved all required information. In some instances, your Teya Account is automatically generated, subject to the information we gather from you during your application process for a Service. If that’s the case, your Teya Account is ready for use once the application process is completed.
b. Applying for a Teya Service: Where you’re requesting access to a Service which is not accessible via your Teya Account, we will provide you with a medium where you’ll be able to submit your application to us, setting out which information we require for us to be able to register you for a Service.
c. Regulated Services: Some the Services we provide are regulated, such as our Payment Services. Due to regulatory requirements, as well as for us to be able to assess your eligibility as a potential customer, we may request further information from you. This may include copies of financial statements, reporting validating documentation that allows us to calculate outstanding credit exposure/risk of loss or other records pertaining to your compliance with these Teya General Terms. We may also require you to provide a personal or company guarantee.
Under Applicable Laws, such as anti-money laundering legislation, we are required to verify your identity and the identities of the beneficial owners of any business using the Payment Services.
We may request and review identity verifying information about you, for example from external service providers, including credit reporting agencies and information bureaus. Teya may periodically obtain additional reports to determine whether you continue to meet the requirements for Payment Services.
Teya may request additional information from you at any time. Your failure to provide this information or material requested by Teya may result in suspension or termination of your Teya Account or your access to the Services.
d. Informing us of any changes: You must keep the information in your Teya Account up to date and inform us of any changes with respect to your business, such as nature of your business activities, your Representatives, beneficial owners, principals, or any other relevant information, by contacting Teya support. Your failure to keep your information up to date may result in us suspending or terminating your Teya Account or your access to our Services.
At Teya, we thrive to always improve your experience using the Services. This is why we have given you access to your Teya Account via a convenient and user-friendly portal, where you can manage the Services you have with Teya, including any updates to your information.
To ensure we improve and offer you the best solution to manage your Teya Account, we reserve the right to modify, alter or discontinue any of our existing platforms as well as introduce new ways for you to access your Teya Account and our Services. If this happens, we will notify you.
4. Term & Termination
These Teya General Terms will continue to apply from the date they become effective until terminated by you or us.
a. Our termination rights: Unless otherwise required by Applicable Law, we reserve the discretion to immediately terminate these Teya General Terms (and any applicable Additional Terms) and close your Teya Account. We may also suspend your access to your Teya Account and/or to the Services. Reasons why we would terminate our relationship with you or suspend your access to the Services include, but are not limited to:
(a) you breaching these Teya General Terms, any Additional Terms, as well as any other agreement you have with Teya, including Teya’s policies or instructions;
(b) you providing any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct;
(c) you becoming ineligible for the Services due to fraud or credit risk, or any other risks associated with your Teya Account; or
(d) us being required to do so due to Applicable Law or a request from a competent authority or a Network.
b. Your termination rights: You may terminate these Teya General Terms or any Additional Terms at any time by closing your Teya Account, as applicable, or by providing us with written notice of your intention to terminate. Termination of these Teya General Terms, Additional Terms, or a suspension of your access to the Services or your Teya Account, does not affect your obligations as set out in these Teya General Terms, or any Additional Terms (as applicable), including all Fees, charges and other payment obligations.
c. In case of termination:
(a) any rights granted under these Teya General Terms will end;
(b) you agree to immediately cease use of all Services;
(c) you must return the Teya Hardware (in case you have not purchased it) within seven (7) working days as well as any other equipment or material you may have which belongs to us; and
(d) no Teya Company will be liable to you or any third party, including Customers, for compensation, reimbursement or damages for any termination or suspension of the Services or for deletion of your information or account data.
5. Amendments & electronic Notices
a. Amendments: Each Teya Company may:
(a) amend these Teya General Terms and any applicable Additional Terms;
(b) change, discontinue, or impose conditions on use of the Services; and
(c) revise the Fees, whether they are set out in these Teya General Terms or Additional Terms,
at any time by way of a Notice that we deem to be reasonable (except where a specified notice period is required by law, in which case we will abide by the applicable law).
A revised version may be posted on Teya’s website or communicated to you through the Services.
An Amendment will come into effect on the date we specify in the Notice, and your use of the Services after an Amendment has taken effect, constitutes your acceptance of the terms of the modified Teya General Terms, Additional Terms or Fees as applicable.
b. Electronic Notices: When you accept these Teya General Terms you agree that all Notices regarding the Services may be made electronically, to the extent permissible by Applicable Law. You also agree that electronic Notices shall have the same legal effect as physical copies.
6. Restrictions & Unauthorised or Illegal Use
a. Restrictions: We want you to use our Services in a manner which they’re intended for and not in any way which is harmful to us or others. We’ve therefore set out the restrictions below (without limitation) which you must adhere to. You must not, nor allow any third party to:
(a) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Services, by any means whatsoever;
(b) distribute viruses or other harmful or malicious computer code via or into the Services;
(c) access, store, distribute or transmit any material during the course of your use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(d) engage in any conduct that disrupts or impedes a third party’s use and enjoyment of the Services;
(e) sell, lease, lend, assign, sublicense, grant access or otherwise transfer or disclose the Services in whole or in part, to any third party;
(f) modify or incorporate into or with other software or create a derivative work of any part of the Services, unless agreed to in writing by Teya;
(g) use the Services for any use other than internal business use;
(h) use unauthorised modified versions of the Services, including without limitation, for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Services;
(i) use the Services in any way that is contrary to these Teya General Terms, any other Additional Terms or Applicable Laws.
b. Unauthorised or Illegal use: If we suspect or know that you are using or have used the Services for unauthorised, fraudulent, or illegal purposes, or in a manner that exposes you, us, or others to risks unacceptable to us, we may limit or disable the functionality of your Service, until such time as you demonstrate to our reasonable satisfaction that our suspicion was unfounded, or you provide us with sufficient assurances that the unacceptable use has been appropriately mitigated and will not recur.
7. Your equipment & the support we provide
a. Your equipment: In order to use the Services, you’ll need a stable internet connection, as well as relevant additional equipment. We do not offer such connection nor additional equipment, unless expressly agreed by us, and therefore you are responsible for making sure you have access to the above to the extent it is needed to use the Services. We do not warrant that the Services will be compatible with your equipment.
b. Support: Navigating through the digital realm can be a bit daunting and complicated at times and we understand that you might need assistance from time to time. Customer service is at the heart of our operations. We will therefore happily provide you with the support you need related to your use of the Services. Certain Services may offer separate support specific to the Service you use or additional customer service, subject to the applicable Additional Terms, so make sure you give them a read.
8. The Services
a. Service availability: The Services, including any material or products offered through them, may be unavailable from time to time, may be offered on a limited basis, or may vary depending on your location or device. You agree not to access or use the Services in case it is illegal or not licensed for use in your location from which you access or use the Services, or to conceal or misrepresent your location or identity in order to use the Services.
We will endeavour to keep the Services up and running, including the Teya Software, but, as is the case with online services, they may suffer periodic disruptions and outages. We are not liable for any disruption or loss you may suffer as a result. If an outage occurs, it is possible that you may not be able to access or retrieve the User Content.
b. Service updates: We may need to update the Services from time to time, including in order to keep the Services functioning properly or to offer you new and exciting features. We may automatically inspect your version of the Teya Software and download updates and configuration changes. In some instances, it may be required to update the Teya Software in order to be able to continue using it.
It’s important to note that we are not obligated to make any updates available and we don’t guarantee that we will support your system, or the version of your system, on which you purchased or licensed the Teya Software. Our updates may not be compatible with External Services.
Sometimes we may need to remove or change features or functionality of the Teya Software or stop providing a Teya Software or access to External Services altogether. We have no obligation (except to the extent required by Applicable Law) to provide you with a download or replacement of any Teya Software previously purchased or licensed.
c. Licence: In order for you and Authorised Users to have access to the Services, Teya gives you a licence to use the Services which means that you don’t own the relevant Service. All intellectual property rights in the Services are exclusively owned by Teya, but you do have a right to use the Services subject to these Teya General Terms, as well as any applicable Additional Terms.
You are therefore granted a non-exclusive, non-transferable and revocable licence to electronically access and use the Services only in the manner described in these Teya General Terms, and the applicable Additional Terms for the relevant Service. We may make updates to the Services or new Services available to you automatically as electronically published by Teya, but we may require action on your part before you may use the Services or new services (including manual activation, or acceptance of new or Additional Terms). Teya may revoke or terminate this licence at any time as further set out in these Teya General Terms, or as applicable, any Additional Terms.
You may not: (i) claim or register ownership of Services on your behalf or on behalf of others; (ii) sublicense any rights in Services granted by us; (iii) import or export any Services to a person or country in violation of any country’s export control Laws; (iv) use Services in a manner that violates these Teya General Terms or Applicable Laws; or (v) attempt to do any of the foregoing.
d. External Services: The Services may be linked to External Services, or offer you the opportunity to connect, enable or access External Services, via the Services, such as through your Teya Account. In such cases your Teya Account serves as a method of facilitating the registration of or authentication into an account associated with an External Service, which may be a different account than your Teya Account. The information required to use an External Service following your registration with your Teya Account may vary based on External Service requirements. You agree that access and use of such External Services shall be governed solely by the terms and conditions of such External Services, and that Teya is not responsible or liable for, and makes no representations or warranties as to any aspect of such External Services, including, without limitation, their content or data practices, or any interaction between you and the provider of such External Services. Any use by you of External Services shall be solely between you and the applicable provider of such External Services. Teya is not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such External Services, or your reliance on the privacy practices, data security processes or other policies of such External services.
Part B - Intellectual Property, Data & Security
9. Intellectual Property
As between you and us, we and our licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the Services or any copies thereof. The Services are protected by copyright, trade secret, patent, and other intellectual property laws, and all rights in the Services not expressly granted to you in these Teya General Terms (or Additional Terms) are reserved.
a. User Content: You grant each Teya Company (and its successors) a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid, transferable and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform and publicly display any material or information you upload or make available through the Services or your Teya Account throughout the world in any media (“User Content”) in order to provide or promote the Services.
You will not upload or provide User Content or otherwise post, transmit, distribute or disseminate through the Services or present in your physical premises any material that (without limitation):
(a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful or abusive;
(b) encourages conduct that would be considered a criminal offense or gives rise to civil liability;
(c) breaches any duty toward or rights of any person or entity, including rights of publicity, privacy or intellectual property rights;
(d) contains corrupted data or any other harmful, disruptive or destructive files;
(e) advertises products or services competitive with Teya’s or its partners’ products and services, as determined by Teya in its sole discretion; or
(f) in Teya’s sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services or which may expose Teya, its affiliates or its customers or other persons to harm or liability of any nature.
Although Teya has no obligation to monitor any User Content, Teya has absolute discretion to remove User Content at any time and for any reason without notice. You understand that by using the Services, you may be exposed to User Content that is offensive, indecent or objectionable. Teya does not take any responsibility, nor assumes any liability, for any User Content, including any loss or damage to any of your user Content.
b. Data Privacy: You confirm that you are now and will continue to be compliant with all Applicable Laws governing the privacy, protection, and your use of Personal Data that you provide to us or access through your use of the Services.
c. Data use & disclosure: Rights granted under 10 (a) to each Teya Company in relation to User Content shall, where applicable, also apply to Data. Each Teya Company reserves the discretion to disclose Data to the extent that it is aggregated and anonymised, and each Teya Company may use Data for purposes deemed appropriate. Such purposes include but are not limited to, promotion, service improvements, or sharing with business partners and third parties(insofar as such use is permitted by Applicable Law).
Data security is extremely important to us and we have put in place appropriate organisational and technical security measures to prevent your Personal Data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your Personal Data to those employees, agents, contractors and other third parties who have a business need to know. We note however that you are also responsible for implementing administrative, technical, and physical controls that are appropriate for your business.
Further, you are responsible for safeguarding your password and for restricting access to the Services from your compatible equipment. You will immediately notify us of any unauthorised use of your password or Teya Account or any other breach of security.
Part C – Fees, Billing & Taxes
As stated previously, Teya Companies offer various Services, governed in part by Additional Terms. The Fees payable by you will therefore vary depending on the Service you use and are as set out in the applicable Additional Terms.
This may include Fees payable on a recurring basis or on an as-used basis. By using our Services, you agree to pay the Fees and any applicable taxes in accordance with the terms of the relevant Additional Terms.
a. Billing: Fees may be paid by various payment methods made available by Teya. You agree and authorise that Teya, on its own behalf or as an agent for its affiliates, may collect Fees for Services via any available method, including charging a debit card or credit card linked to your Teya Account or the particular Service you use, by direct debit or deduction from your Settlement (as further defined in the Payment Services Terms).
Fees charged on a recurring basis may be charged in advance or upon purchase, as well as on the relevant renewal date until cancelled. Your subscription will renew automatically unless cancelled. You can cancel your subscription at any time, and you will continue to have access to the relevant Service until the end of your current subscription period, when the next recurring Fee is due to be paid. Fees payable on a recurring basis are non-refundable, and we do not provide refunds or credits for any partial subscription periods or unused Services.
We reserve the right to bill Fees from any Teya Company and to change billing entities as we deem appropriate.
b. Collection of Fees: You must pay, or ensure that Teya is able to collect, Fees and other amounts you owe under these General Terms or any applicable Additional Terms when due. If you fail to pay invoiced amounts when due, if your Teya Account balance is negative or does not contain funds sufficient to pay amounts that you owe under these General Terms, Additional Terms, or under any other agreement with Teya or any of its affiliates, we, and any other Teya Company on our behalf, may deduct, recoup or setoff Fees and such amounts from your:
(a) Teya Account balance;
(b) unpaid Settlements;
(c) established Reserves; or
(d) any other funds held by Teya or another Teya Company otherwise payable to you.
Unless otherwise stated, all Fees are exclusive of any Taxes. You are responsible and liable for determining any and all Taxes, including any VAT, required to be assessed, incurred, collected, paid or withheld for your use of the Services. You also are responsible and liable for: (i) determining whether Taxes, apply to your sale of products and services, payments received, and any other transactions arising from or out of your use of the Services; and (ii) calculating, collecting, reporting or remitting any Taxes, to the appropriate tax and revenue authorities. We assume no liability in connection with any taxes you might owe in connection with your use of the Services.
In some cases, we may be obliged under Applicable Law to provide information to tax authorities related to your use of the Services. Where that’s the case, and we do not hold all information required, you must provide us with the necessary information to complete such reporting.
Part D – Teya Hardware
We’re glad that you’ve chosen to use our Teya Hardware to support your business needs and grow your operations. There are certain specific terms which govern the use of our Teya Hardware so please read them over carefully.
Please note that when you lease or purchase Teya Hardware the Teya Company which you’re contracting with depends on where you are located. For further details please view the applicable Additional Terms.
15. Your Obligations
You agree that your use of the Teya Hardware will be in accordance with these Teya General Terms and that any employee on your behalf using the Teya Hardware is competent to operate it. Further, you:
(a) shall only use the Teya Hardware in accordance with these Teya General Terms and any applicable Additional Terms and for the purpose that it is intended, and any operating instructions expressed by us from time to time;
(b) shall use the Teya Hardware in compliance with all Applicable Law;
(c) must keep the Teya Hardware in good repair and condition;
(d) shall be responsible for any damage or loss to the Teya Hardware in case such hardware is leased, and you must reimburse us the value of such Teya Hardware if damaged, destroyed or lost, taking reasonable account of any wear and tear and at no times exceeding the market value of the equipment; and
(e) must notify us without undue delay and as soon as you are aware of any loss, destruction, theft, inappropriate or any unauthorised use of the Teya Hardware.
16. Teya Hardware Restrictions
You agree that you will not and will not allow any other party to:
(a) use the Teya Hardware for personal, family, or household purposes;
(b) work around any of the technical limitations implemented in Teya Hardware or enable functionality that is disabled or prohibited; or
(c) reverse engineer or attempt to reverse engineer the Teya Hardware except as expressly permitted by Applicable Law.
17. Teya Hardware Purchase
Certain Teya Hardware may be available for purchase. The Teya Company you are purchasing Teya Hardware from may depend on your location as further provided under the relevant Additional Terms. If you want to purchase your very own Teya Hardware, please take a look at the terms below, as they govern the sale of Teya Hardware.
a. Placing an order: You can place an order for Teya Hardware by contacting us, following which we will issue an order confirmation which sets out the applicable purchase price for the relevant Teya Hardware, shipping method, shipping fees and estimated delivery date. After we have sent you the order confirmation, we will issue an advance invoice, payable by you and delivered to the e-email address associated with your order. Upon payment of the issued invoice, we’ll ship your order to your registered address.
You may not purchase Teya Hardware for resale, and we reserve the right to refuse or cancel your order if we believe you will do so.
b. Shipping & Cancellation: While we will try to meet your shipment and delivery dates, we may be unable to do so in the event we are low in Teya Hardware inventory. In addition, many events beyond our control can affect the delivery of your Teya Hardware after we provide it to the carrier. Therefore, we are not liable for late shipment or delivery or any loss, damage, or penalty you incur from any delay in shipment or delivery. Risk of loss and title for the Teya Hardware pass to you upon delivery to you. We will endeavour to notify you of any events we become aware of which might delay or impact your order.
There may be occasions when we confirm your order but subsequently learn that we are unable to supply your Teya Hardware. Therefore, we reserve the right at any time to limit or change quantities available for purchase or to cancel your order. If we cancel your order due to supply issues, we will refund your purchase price in full.
c. Warranty: Unless stated otherwise, such as in applicable Additional Terms or in documentation associated with your order, Teya warrants your Teya Hardware against defects in materials and workmanship under normal use for a period of two (2) years from the shipping date, save for batteries, which carries a six (6) month warranty. If a defect is repairable, we will notify you and endeavour to provide you with a replacement Teya Hardware to use while we repair the defect. If the defect is not repairable, Teya will endeavour to replace such defective Teya Hardware at no cost to you. However, you must return the defective Teya Hardware to Teya at the designated address and in the designated box, with all accessories, cords, cables, parts, and documentation included, within ten (10) days of receiving your replacement Teya Hardware. This limited warranty does not apply to Teya Hardware that has been subject to alteration, repair, tampering, accident, abuse, misuse, fire, acts of god (including, without limitation, earthquake, flood, hurricane, lightning, or tornado) or other external causes. This limited warranty does not apply to any third-party hardware, any consumable parts, or any software, even if resold or included with the Teya Hardware. We reserve the right to charge you the cost associated with the repair of your Teya Hardware in case the cause of the repair does not fall within the limited warranty. To initiate a warranty-based repair or return, please contact us.
Part E – Legal Terms
We think it’s important that we highlight and set out in a clear manner how Teya safeguards its interests, while offering its services to its customers which includes limitation of liability and disclaimers. The sections set out below reflect those safeguards, as well as other legal terms, and how they apply to you. While these legal terms are perhaps deemed by many as less than exciting, it’s important that you read them carefully and if you’re unsure about any of them, please get in touch.
Teya, resellers, distributors, and vendors, make no warranties, express or implied, guarantees or conditions with respect to your use of the Services, such as regarding title, merchantability, fitness for a particular purpose and/or non-infringement, to the maximum extent permitted by Applicable Law. You understand that use of the Services is at your own risk and that we provide the Services on an "as is" basis and "as “available" basis. We don‘t guarantee the accuracy or timeliness of the Services. You may have certain rights under your local law. Nothing in these Teya General Terms is intended to affect those rights, to the extent they cannot be derogated from. You acknowledge that computer and telecommunications systems are not fault-free and occasional periods of downtime occur. We do not guarantee the Services will be uninterrupted, timely, secure, or error-free or that content loss won't occur, nor do we guarantee any connection to or transmission from computer networks.
To the fullest extent permitted by Applicable Laws Teya disclaims and excludes (and you agree to waive) all representations, warranties and guarantees, whether implied or express and whether arising by law, contract or a course of dealings. You expressly acknowledge and agree that use of the Services is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.
You agree that your purchases (and agreeing to these Teya General Terms and or any Applicable Additional terms) are not contingent on the delivery of any future Services, functionality or features, or dependent on any oral or written public comments made by or on behalf of Teya regarding future Services, functionality or features.
Teya does not warrant, endorse, guarantee or assume responsibility for any product or services advertised or offered by a third party. Teya has no control of or liability for, any goods or services that are paid for using the Services.
19. Your Representations & Warranties
By accepting these Teya General Terms, you represent and warrant that:
(a) you have the authority to execute and perform the obligations required by these Teya General Terms;
(b) If you are using the Services on behalf of a business, you agree that you are accepting these Teya General Terms (including any Additional Terms as applicable) and have authority to enter into these Teya General Terms, on behalf of that business.
(c) you will comply with all law applicable to your business and use of the Services;
(d) your employees, directors, contractors and agents will at all times act consistently with these Teya General Terms;
(e) you will fulfil all of your obligations to Customers and resolve any dispute or complaint directly with the Customer;
(f) any information you provide us about your business, products, or services is accurate and complete; and
(g) you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services.
20. Limitation of Liability
Nothing in these Teya General Terms excludes or limits any party’s liability for: (a) death or personal injury caused by its negligence; (b) fraudulent misrepresentation or for any other fraudulent act or omission; or (c) any other liability which may not lawfully be excluded or limited, even if any other term of these Teya General Terms would otherwise suggest that this might be the case.
In no event will Teya be liable to you (whether in contract, tort (including negligence), breach of statutory duty, or otherwise), for any: (a) loss of profit; (b) loss of sales, turnover, revenue or business; (c) loss of customers or contracts; (d) loss of or damage to reputation or goodwill; (e) loss of opportunity; (f) loss of anticipated savings; (g) loss of any software or Data; (h) loss of use of hardware, software or Data; (i) loss or waste of management or other staff time; or (j) indirect, consequential or special loss; arising out of or relating to these Teya General Terms, whether or not such loss was foreseeable or if the party which would otherwise be liable for such loss was advised of its possibility (and, for the purposes of this paragraph, the term “loss” includes a partial loss or reduction in value as well as a complete or total loss).
Under no circumstances will Teya be responsible to you for any damage, loss, or injury resulting from hacking, tampering, or other unauthorised access or use of the Services or your Teya Account, or the information contained therein to the maximum extent permitted by Applicable Law. Teya, its processors, suppliers and licensors (or any of their respective affiliates, agents, directors or employees) assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of the Services; (b) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Services; (c) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (d) any interruption or cessation of transmission to or from the Services; (e) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Services by any third party; (f) any errors or omissions in any content or Data or for any loss or damage incurred as a result of the use of any content or Data posted, emailed, transmitted, or otherwise made available through the Services; and/or (vii) interruptions to or cessation of the Services.
Subject to the provisions set out above and to the extent a liability event occurs, you acknowledge and accept that your sole recourse due to a liability event, will be limited to the Teya Company providing you with a Service as specified in the relevant Additional Terms, irrespective of whether components of the relevant Service are supported, powered or provided by, a separate Teya Company
Except to the extent prohibited by Applicable Law, you agree to limit any additional liability whether in contract, tort (including negligence), under statute or otherwise not disclaimed or denied by Teya under these Teya General Terms to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount paid by you to us for the Services in the six (6) months preceding the liability event.
Where our Services are provided at no charge, in no event shall our aggregate liability, or any of our processors, suppliers or licensors (or anything of their respective affiliates, agents, directors or employees), arising in connection with these Teya General Terms or any Additional Terms exceed £500 (GBP).
You agree to indemnify, defend, and hold Teya harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Teya General Terms, including without limitation any violation of our policies; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) any User Content posted by you; (e) your violation of any Applicable Law; or (f) any other party’s access and/or use of Services with your unique name, password or other appropriate security code.
These Teya General Terms, any Additional Terms, and/or any related rights and obligations may not be transferred or assigned by you without our prior written consent, but may be transferred and assigned by us without your consent or other restrictions.
23. Entire agreement
These Teya General Terms and any applicable Additional Terms constitute the entire agreement between you and us with respect to your access to and use of the Services and they supersede and extinguish any and all prior agreements between you and us concerning your access to and use of the Services.
If any provision of these Teya General Terms is invalid or unenforceable under Applicable Law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under Applicable Law and the remaining provisions will continue in full force and effect.
Any provision that is reasonably necessary to accomplish or enforce the purpose of these Teya General Terms and any applicable Additional Terms will survive and remain in effect in accordance with its respective terms upon the termination of these Teya General Terms and any applicable Additional Terms.
26. No waiver
Our failure to exercise or enforce any provision of or rights under these Teya General Terms shall not constitute a waiver of any such provision or right.
27. Force Majeure
Neither you nor us will be liable for any non-performance caused by telecommunications, utility, or equipment failures; labour strife, riots, war, or terrorist attacks; non-performance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation with respect to Fees owed to us under the terms of these Teya General Terms or any applicable Additional Terms.
By agreeing to these Teya General Terms, you acknowledge and agree that these Teya General Terms and any applicable Additional Terms, as well as any associated documents, shall be in English. We will however endeavour to provide you with translations for information purposes.
a. Complaints: If you are dissatisfied with our service, you may make a complaint to us by contacting us. We can provide a copy of our complaints handling procedure on request.
b. Governing law: These Teya General Terms and any Additional Terms (unless otherwise stated in any Additional Terms) shall be governed by and construed under and in accordance with English law, without giving effect to conflict of law principles .To the extent that English law is in conflict with laws of your country of residence, English law shall prevail to the maximum extent possible.
c. Jurisdiction: Unless agreed otherwise and to the extent permissible by Applicable Law, disputes arising out of or in connection with these Teya General Terms, any Additional Terms, or their subject matter or formation, shall be settled by English courts. Despite the above, we reserve the right to bring any claims (including injunctive relief) against you in the jurisdiction where you are located, or any other appropriate jurisdiction. For the avoidance of doubt, injunctive relief shall include but is not limited to: (i) attachment, (ii) preliminary injunction, or (iii) similar remedies.
d. Resolution: Before referring a dispute to court, you agree first to work with us to resolve the matter by way of good faith negotiations.