Terms of Use

Last Updated: September 10, 2018

Preamble

Welcome to TALAD!

The TALAD mobile application and website (together “Platform“) is an electronic marketplace where registered Users (“User”) can trade Services and goods related to agricultural business (“Services”). Merchants (“Vendors”) can offer their Services, which can then be purchased by other Members (buying Members are “Customers“), whereby the Members can also hire the manpower of employees (“Workers”) of the Vendor.

We do not offer any Services other than the provision of the Platform, in particular we neither sell any Services nor employ Workers itself. TALAD is merely an intermediary Platform through which contracts can be concluded between the Members (“Service Contracts”). The use of our Platform is free of charge and only persons of legal age are entitled to use it. Each agreement entered into for the sale of a Vendor’s Products to a Customer shall be an agreement entered into directly and only between the Vendor and the Customer and also subjected to the Terms and Conditions of Sale.

As a condition to use of our Platform and Services, you agree that you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a User.

Please read these Terms of Use carefully, as they contain important information about your contractual rights and obligations. By accessing or using the TALAD Platform you agree to these Terms and Conditions (“Terms“) which can be changed and adapted by TALAD at any time and are an integral part of the contract and a prerequisite for using the Platform.

Furthermore, you acknowledge that you have read and agreed to these Terms and our Privacy Policy at Privacy Policy and consent to TALAD’s collection, use and disclosure of your Personal Data for the purposes as set out in the Privacy Policy

1. Subject of the contract

The subject of this agreement is access to the TALAD Platform for the purposes described in the preamble to these Terms, on which Users can present themselves and contact one another. TALAD creates and maintains the online Platform but does not actively act as an intermediary between Users. Services/applications of third parties (e.g. payment providers) with which a separate contractual relationship exists are not the subject matter of the contract.

2. Procedure of use

2.1. In order to use the Platform, the User must register the User account (“Account”). During registration, correct, current and complete information must be provided. In order to maintain the highest possible security of the Platform, a password must be specified. All Users are required to submit a recent photo of their face to allow verification of the user. After registration, the Users can offer and purchase Services.

 

2.2. The Vendor publishes his service offer which is provided with a price (“Listing Price”). In addition, he endeavors to describe the service offered as precisely as possible. By clicking on “Save Your Price” the offer will then be published.

 

2.3. The Services offered in this way can be purchased by the Customer. To do this, he must select the appropriate offer under “Find a contractor” and then by confirming under “Did you book the contractor?” purchase the service.

 

2.4. The price of the Services payable by a Customer shall be the Listing Price at the time at which the Order placed by the Customer is transmitted to Seller (through the Platform) and is payable in Thai Baht.

 

2.5. The Customer may pay for the Service using any of the payment methods prescribed by TALAD from time to time. All payments shall be made directly between the Users. Any refund will be made via an accepted payment method.

3. Service Contracts

3.1. The creation and negotiation of Services, the conclusion of the relevant Service Contract and the performance of the Service Contract are the sole responsibility of the Users involved. Only the Users are responsible for ensuring that the projects and the conclusion of the Service Contract are in accordance with Thai law and the law of the respective User; in particular, the Vendor must provide any necessary instructions to the Customer. Users negotiate their Services independently.


3.2. The Users are free in the design of the Service Contracts with each other, however, the content of the Service Contracts may not contradict these Terms as well as Thai law and the legal system to which the respective Users are subject. The behavior of Users in fulfilling Service Contracts also influences TALAD’s reputation. The Users therefore also undertake to TALAD to comply with and properly fulfil the Service Contracts.


3.3. The Service Contract is concluded when the Vendor publishes corresponding offers on the Platform, which the Customer can then accept the offer by clicking confirming under “Did you book the contractor” button.


3.4. TALAD merely provides Users with the necessary infrastructure for the conclusion of the Service Contracts, but does not act as User’s representative or vicarious agent and does not become a party to a Service Contract concluded between the Customer and Vendor.

4. Prohibition of circumvention, exclusivity

If the Vendor offers a Service on the Platform, the Vendor and the Customer are obliged to conclude a Service Contract for this project via the Platform. The User undertakes not to perform Services by circumventing the Platform.

5. Duties of the User using the Platform

5.1. The Vendor binds himself only to deliver Services in accordance with the general description under which they were sold or offered. He shall only offer Services that are actually available.


5.2. The Vendor reserves the right to terminate the Service Contract, in the event that a Service has been mispriced on the Platform, in which event Vendor shall notify Customer immediately.


5.3. The Customer accepts that all offers submitted by him are binding and irrevocable and unconditional.


5.4. The access data, in particular the password, should be treated confidentially and protected from access by others. Others must not be given access to the User account. If it becomes known that someone misuses the Account or knows the password, this must be reported to info@talad.com immediately. Should the account nevertheless be misused by third parties, the User is liable for this and for the actions carried out then, in particular if he has violated the obligations described. In particular, TALAD assumes no liability for any damage caused by misuse of the account.

 

5.5. All Users accept that it is forbidden to

 

a. impersonate any person or entity or to falsely state or otherwise misrepresent their affiliation with any person or entity;


b. Use the Platform for illegal purposes including post, promote or transmit through the Platform any prohibited materials including spyware and viruses.


c. use the Platform for other purposes than outlined in the Preamble of the Terms, especially not for making any political statement;


d. Attempt to gain unauthorized access to or otherwise interfere or disrupt other computer systems or networks connected to the Platform.

Furthermore, only farmers and contractors are allowed to use the application. TALAD reserves the right to delete any profile of users not being farmers or contractors at any time.

 

6. Rights and obligations of

6.1. TALAD may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Platform and shall not be liable if any such upgrade, modification, suspension or removal prevents the User from accessing the Platform or any part of the Services.

 

6.2. TALAD reserves the right, at its sole discretion, but shall not be obliged to

 

a. Monitor or otherwise control, any activity, content or material on the Platform and/or through the Services. TALAD may, in its sole discretion, investigate any violation of the Terms contained herein and may take any action TALAD deems appropriate;

 

b. prevent or restrict access of any User to the Platform and/or the Services;

 

c. delete any User content at any time without prior notice, especially if such User content violates these Terms or the laws of the Kingdom of Thailand;

 

d. report any activity TALAD suspects to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities; and/or

 

e. to request any information and data from the User in connection with the User’s use of the Services and/or access of the Platform at any time and to exercise TALAD’s right under this paragraph if the User refuses to divulge such information and/or data or if he provides or if TALAD has reasonable grounds to suspect that he has provided inaccurate, misleading or fraudulent information and/or data.

 

6.3. The User grants TALAD a non-exclusive license to use the materials or information that the User submits, including but not limited to, questions, reviews, comments, and suggestions (“Submissions”). When the User posts Submissions to the Platform, he also grants TALAD the right to use the User’s name in connection with such review, comment, or other content. TALAD may, but shall not be obligated to, publish, remove or edit the User’s Submissions.

7. Intellectual property

7.1. All copyrights, personality rights or trademark rights, patents etc. (“Intellectual Property”) in and to the Platform are owned, licensed to or controlled by TALAD, its licensors or service providers.

 

7.2. The Customer shall not remove or alter the trademarks, logos, copyright notices, serial numbers, labels, tags or other identifying marks, symbols or legends affixed to any Service.


7.3. The User hereby grants TALAD a non-exclusive, worldwide, free of charge, spatially and temporally unlimited, transferable right to use User’s content for the purpose of using the Platform. This includes in particular

 

7.4. the right to reproduction, the right to public accessibility and distribution, i.e. the right to use content indefinitely using any available technology, in particular through digital inclusion on the Websites, and the right to make the content available to the public or to publicly reproduce, transmit and distribute it by broadcasting (in particular via social media Platforms shared by Users); and


7.5. The right to make it available on request, i.e. the right to store content, to have it available to the public, to pass it on to any number of persons.

 

7.6. In particular, the User agrees that the data and information transmitted by him/her may be processed in the form of User content, e.g. for visual or graphic reasons or for clarification or may also be used on external websites under a different domain address.


7.7. Nothing on the Platform and in these Terms shall be construed as granting, by implication, agency of estoppel, or otherwise grant, any license or right to use (including as a meta tag or as a link to any other website) any Intellectual Property displayed on the Services, without prior written permission by TALAD or any other applicable trademark owner.

8. Warranties

8.1. All data on the Platform is provided for informational purposes only. No representations or warranties of any kind, implied, express or statutory, including the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality or fitness for a particular purpose, are given in conjunction with the Platform or the offered Services. Without prejudice to the generality of the foregoing, TALAD does not warrant:

 

a. the accuracy, timeliness, adequacy, commercial value or completeness of all data contained on the Platform;


b. that the Platform and/or the Services will be provided uninterrupted, secure or free from errors, or omissions, or that any identified defect will be corrected;


c. that the Platform and/or the Services are free from any mal- or spyware; and


d. the security of any data transmitted by the User through the Platform; the User accepts the risk that any data transmitted or received through the Platform may be accessed by unauthorized third parties and/or disclosed by TALAD to third parties purporting to be the User or purporting to act under the User’s authority.

 

8.2. Any warranties for Services are subject to the respective Service Contract. ​

9. TALADs limitation of responsibility and liability

9.1. Hyperlinks: For User’s convenience, TALAD may include hyperlinks to third party websites (“Websites”). Such websites are not under TALAD’s control and TALAD is not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the contents, or the consequences of accessing, any linked Website. Any hyperlinks to Websites are not an endorsement or verification of such Websites and the User agrees that the access to such Websites is entirely at his own risk.


9.2. The Customer may not claim against Vendor or any of its agents (which may include TALAD), for any failure, disruption or error in connection with payment method chosen by the User. TALAD reserves the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to the User or giving any reason.


9.3. While the Vendor endeavors to provide an accurate description of the Service, TALAD does not warrant that such description is accurate, current or free from error. TALAD shall not be liable for any wrong description, even in the event that the Service the Customer receives is of a fundamentally different nature from the Service as described on the Platform and which the Customer ordered.

 

9.4. TALAD shall not be liable to the User for any losses whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with:

 

a. amounts due from other Users of the Platform in connection with Services;


b. the sale of Services to the User, or its use or resale by him; and

 

c. any damages arising out of or in connection with a Service


d. any access, use and/or inability to use the Platform or the Services;


e. reliance on any data made available through the Platform. The User should not act on such data without first independently verifying its contents;


f. any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros; and


g. any use of or access to any Website.

 

9.5. TALAD shall not be liable for any information provided on or via the Platform regarding farming advice. All Users should consult with professional advisors before taking any measures outlined on or via the Platform.


9.6. TALAD shall be under no liability for the any actions taken by the Users or third parties and the consequences thereof.


9.7. Force Majeure: TALAD shall not be liable for non-performance, error, interruption or delay in the performance of its obligations under these Terms (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Platform’s contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond TALAD’s reasonable control.


9.8. The Users will indemnify and hold harmless TALAD against any and all claims by third parties arising out of or in connection with the Services or use of the platform, especially any infringement of Intellectual Property.

10. Termination and Cancellation

10.1. In TALAD’s sole and absolute discretion, TALAD may with immediate effect upon giving the User notice, terminate the User’s use of the Platform and/or disable his username and password. TALAD may bar access to the Platform (or any part thereof) for any reason whatsoever, especially for a breach of these Terms.


10.2. The User can terminate the User contract at any time by e-mail to
info@TALAD.com

In the event of legal problems arising in connection with a Service Contract, the User must provide the Service Contract partner with an appropriate justification for the claim or complaint via the TALAD Messaging Center before conducting arbitration or legal proceedings. The Service Contract partner is granted a 15-day period for comment and conflict resolution. Only after this period has expired may arbitration or legal proceedings be initiated by the party concerned.