These Turtl Licence Terms and Conditions (the “Terms and Conditions”) are entered into between the customer (“Customer”) named in the Turtl Order Form (the “Order Form”) and Turtl Surf & Immerse Limited (Company no. 09142724) 22-25 Farringdon Street, London, EC4A 4AB (“Turtl”). Turtl and Customer agree these Terms and Conditions together with all the Documentation and the Order Form represent the entire agreement (the “Agreement”) between the parties with respect to the subject matter of the Agreement.
All terms capitalised but not defined in these Terms and Conditions shall have the meanings ascribed to them in the Order Form.
Acceptable Use Policy: | Turtl’s Acceptable Use Policy relating to prohibited content and actions made available by Turtl online via the link provided and as varied from time to time. |
Additional Permissions: | Additional permissions (as set out in the Service Specification) are available for Authorised Users that needs to manage specific functionality within a Tenant, subject to the type of User Subscription purchased. |
Affiliate: | includes, in relation to a party, each and any subsidiary or holding company of that party and each and any subsidiary of a holding company. |
Agreement: | the agreement between Turtl and the Customer for the provision of Services in accordance with the Order Form and these Terms and Conditions. |
Authorised Users: | those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, subject to clause 2.3 and in accordance with the Order Form. |
Base Product: | means those elements of the Services described as standard features in the Documentation which are provided as standard under this Agreement at no additional cost. |
Brand Theme: | a Turtl Doc created for the Customer by Turtl, which may include trade marks, branding or text specific to the Customer’s requirements. |
Business Day: | a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. |
Cloud Storage Account: | Amazon Web Services S3. |
Commencement Date: | as defined in the applicable Order Form. |
Confidential Information: | information that is proprietary or confidential and is either clearly labelled as such, or a reasonable person would recognise as confidential or proprietary considering the nature of the information and circumstances of disclosure, or identified as Confidential Information in clause 11. |
Content Analytics Data: | the analytics data collected by Turtl which can be both anonymous aggregated data on multiple Readers or individualised analytics on a single Reader. |
Control: | the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly. |
Core Third Party Software: | the Core Third Party Software used to deliver the core Turtl application as set out in the document made available by Turtl online via the link provided and as varied from time to time. |
Customer Data: | the data inputted by (i) the Customer, (ii) Authorised Users, or (iii) Turtl on the Customer’s behalf, for the purpose of using the Services or facilitating the Customer’s use of the Services and/or containing information about Readers including personal data. |
Derivative Documents: | documents consisting of existing Surf and Immerse Pages from one or more Original Documents which have been created by an Authorised User through use of the Personalization tool. |
Doc Limit: | the maximum number of Published Turtl Docs the Customer may issue over the time frame stated in the applicable Order Form. A Published Turtl Doc that is subsequently unpublished or deleted will still be considered issued for the purpose of the Doc Limit. |
Documentation: | the document or documents made available by Turtl online which set out a description of the Services and the user instructions for the Services as varied from time to time. |
DPA: | the Data Processing Addendum made available by Turtl online via the link provided and as varied from time to time. |
Full User: | a User Subscription that benefits from some Additional Permissions and full access to all the Roles as set out in the Service Specification. |
Immerse Pages: | the pages within a Turtl Doc which are accessed from a Surf Page, labelled as “Immerse” pages within the Turtl content editor and which typically include flexible, column-based layouts, multi-column and interactive elements, including polls, quotes, video, audio elements, maps, charts and, as described in further detail in the Documentation. |
Initial Subscription Term: | as defined in the applicable Order Form. |
Limited User: | A User Subscription that benefits from some Additional Permissions and limited Role access, comprising Reviewer, Analyst and Personalizer Roles as set out in the Service Specification. |
Normal Business Hours: | 9 am to 4 pm local UK time, each Business Day. |
Optional Chargeable Features: | those optional elements of the Services over and above the Base Product for which an additional charge is payable. |
Optional Third Party Software: | the Optional Third Party Software which the Customer may elect to use (subject to complying with the Optional Third Party Software Terms) in the course of using the Services, as set out in the document made available by Turtl online via the link provided and as varied from time to time. |
Optional Third Party Software Terms: | the Optional Third Party Software Terms as made available by Turtl online via the link provided and as updated by Turtl from time to time to include other applicable third party terms. |
Original Document: | a document, the content of which is originally created by the Customer or Turtl (on the Customer’s behalf) and is primarily regarded as a master document over which an Authorised User has full creative access. |
Payment Due Date: | as defined in the applicable Order Form. |
Payment Period: | as defined in the applicable Order Form. |
Personalization Module: | the content assembly tool which enables Authorised users to pull together content from a pre-defined library in order to produce personalised content for Readers, as described in further detail within the Documentation. |
Published Turtl Doc: | a Turtl Doc that no longer sits in draft format |
Readers: | readers of Turtl Docs, ie employees, clients, customers or prospective customers to whom links to Turtl Docs are distributed by the Customer. |
Renewal Term: | as defined in the applicable Order Form. |
Roles: | a role controls the level of access and responsibilities that an Authorised User is given in a Workspace subject to the User Subscription purchased by the Customer. |
Security Policy: | Turtl’s security policies as set out at https://turtl.co/about/legal/ under the heading Security, as the same may be varied from time to time and currently comprising policies titled: data security; system and network security; information security; physical location; and architecture and development. |
Services: | Turtl’s Services as set out in the document or made available by Turtl online via the link provided and as varied from time to time. |
Service Specification: | Turtl’s Service Specification that sets out the functionality of the Turtl platform made available by Turtl online via the link provided and as varied from time to time. |
Software: | the online software applications provided by Turtl as part of the Services. |
Subscription Fees: | as defined in the applicable Order Form. |
Subscription Term: | the Initial Subscription Term together with any subsequent Renewal Term. |
Support Services Policy: | Turtl’s Support Services Policy for providing support in relation to the Services as set out in the document or documents made available by Turtl online via the link provided and as varied from time to time. |
Surf Pages: | the pages labelled as “Surf” pages within the Turtl content editor, typically consisting of a full-page image, a heading and a subheading, and as described in further detail in the Documentation. |
Tenant: | the dedicated log in page for Authorised Users to access the Services and where all Turtl Docs are stored. |
Turtl Doc: | the electronic document created by Authorised Users in the course of using the Services, which may include, text, images and/or videos and the primary purpose of which is to promote the goods and/or services of the Customer. |
User Subscriptions: | the full or limited user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to select Additional Permissions and their Role, subject to the type of user subscription purchased, and to access and use the Services and the Documentation in accordance with this Agreement. |
Workspaces(s): | Workspaces sit within a Tenant and are folders containing Turtl Docs than an Authorised User wants to group together. |
and the Customer shall pay each invoice by the Payment Due Date.
V12 2022