Updated on 30th of June 2023
Authorised User(s): those employees and agentsof the Customer who are authorised by theCustomer to use the Services or, where theCustomer is an individual, the Customer.
Applicable Laws: means: to the extent the UK GDPR applies, the lawof the United Kingdom or of a part of theUnited Kingdom; to the extent EU GDPR applies, the law ofthe European Union or any member state ofthe European Union to which Twirl is subject.
Brief: instructions and specifications for theContent posted onto the Platform by theCustomer, as approved by Twirl.
Confidential Information: information that isproprietary or confidential and is either clearlylabelled as such or identified as ConfidentialInformation in clause 12.6.
Creators: third-party contractors engaged by Twirlfrom time to time via the Twirl Platform to providethe Services.
Customer: the person purchasing the Twirl VideoCredits for use of the Services.
Customer Personal Data: any personal datawhich Twirl processes in connection with thisagreement, in the capacity of a processor on behalfof the Customer.
EU GDPR: the General Data ProtectionRegulation ((EU) 2016/679). Final Content: content agreed between the partiesto be in a final form to be used by the Customer inaccordance with the Brief or which is consideredfinal content in accordance with clause 5.4.
Intellectual Property Rights: patents, utilitymodels, rights to inventions, copyright and relatedrights, trade marks and service marks, trade namesand domain names, rights in get-up, goodwill andthe right to sue for passing off or unfaircompetition, rights in designs, rights in computersoftware, database rights, rights to preserve theconfidentiality of information (including know-how and trade secrets) and any other intellectualproperty rights, including all applications for (and rights to apply for and be granted), renewals orextensions of, and rights to claim priority from,such rights and all similar or equivalent rights orforms of protection which subsist or will subsist,now or in the future, in any part of the world. Paid Ads: promoted or paid for advertising onsocial media or broadcast media or otherwiseonline, or posting of or publishing Content onprint, out-of-home, TV or broadcast media or anyother non-online channel.
Permitted Use: the online promotion of theProduct on Social Media Platform or such otheruse as may be expressly set out in a Brief.
Social Media Platform: the social media platform(s) identified in the Brief. Twirl: Twirl Technologies Ltd company number14027638 and with its registered office 71-75Shelton Street, Covent Garden, London, England, WC2H 9JQ.
Twirl Personal Data: any personal data whichTwirl processes in connection with this agreement ,in the capacity of a controller.
Twirl Platform: Twirl’s online software application(s) accessed at www.usetwirl.com or asmay be notified to Authorised Users from time to time.
UK GDPR: has the meaning given to it in the DataProtection Act 2018. Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operationof any computer software, hardware or network, any telecommunications service, equipment or
2. THE SERVICES 2.1 Following acceptance of a Brief by Twirl, Twirlshall make the same available to such Creators as itdeems appropriate. Those Creators may (at theirdiscretion) offer to fulfil the Brief, on behalf ofTwirl, for the Customer and any such offers shallbe presented to the Customer via the TwirlPlatform (Creator Offers). 2.2 The Customer may accept one or more CreatorOffers via the Twirl Platform, provided they havesufficient Twirl Video Credits available, and suchacceptance shall create a contract between Twirland the Customer for the provision of the Services . 2.3 Twirl shall have the right to reject any Brief that it,in its sole discretion, deems inappropriate,impractical or otherwise unsuitable. 2.4 Twirl’s acceptance of a Brief does not guaranteeany Creator Offers.
3. USE OF CONTENT AND PLATFORM
3.1 The Customer agrees to take down any FinalContent posted online which includes the
Creator's personal identity (such as their face or other identifying factors) upon the request of Twirl or the Creator at any time after 12 months of the date of the provision of the Final Content.
3.2 Subject to clause
3.3.6 is otherwise illegal or causes damage orinjury to any person or property; and Twirl reserves the right, without liability orprejudice to its other rights to the Customer, todisable the Customer's access to the Twirl Platformif it breaches the provisions of this clause.
3.4 The Customer shall not (and shall procure that itsAuthorised Users do not): 3.4.1 except as may be allowed by anyapplicable law which is incapable ofexclusion by agreement between theparties and except to the extent expressly permitted hereunder: (a) attempt to copy, modify,duplicate, create derivativ eworks from, frame, mirror,transmit, or distribute all or anyportion of the Twirl Platform,or (b) attempt to de-compile, reversecompile, disassemble, reverseengineer or otherwise reduce tohuman-perceivable form all orany part of the Twirl Platform;or 3.4.2 access all or any part of the Services toobtain Intellectual Property Rightsand/or other knowhow in order to 2 build a product or service whichcompetes, or could compete, with theServices; or 3.4.3 use the Services to provide services tothird parties equivalent or akin to theServices save for as set out in clause 11; or 3.4.4 introduce or permit the introduction ofany Virus into Twirl’s network and information systems; or 3.4.5 edit the Final Content to change thecharacter of Creators (including but not limited to adding voiceover).
4. INPUT DATA AND PRODUCTS 4.1 The Customer shall own all right, title and interestin and to the Brief and shall have sole responsibilityfor the legality, completeness, integrity, accuracyand quality of the Brief. 4.2 Twirl shall, in providing the Services, usereasonable endeavours to protect the privacy andsecurity of the Brief. 4.3 The Customer grants Twirl unlimited, unrestricted ,irrevocable, transferrable and royalty free rights inperpetuity to use the Brief to perform the Services(and improve the Twirl Platform and/or Services) . 4.4 The Customer shall, following acceptance of aCreator Offer: 4.4.1 provide the Creator with access to therelevant Products (as described in the Brief) at the Customer’s costs; 4.4.2 provide the Creator with replacemen tProducts in the event any relevan tProducts arrive damaged or broken at the Customer’s costs; and 4.4.3 provide Twirl with such informationregarding the Products as Twirl mayreasonably require in order to supplythe Services, and ensure that suchinformation is complete and accurate in all material respects. 4.5 The Customer agrees that any Products supplied tothe Creator or Twirl are not considered to bepayment towards any Twirl Video Credits.
7. THIRD PARTY PROVIDERS
8. TWIRL’S OBLIGATIONS
9. CUSTOMER’S OBLIGATIONS
10. CHARGES AND PAYMENT
13. LIMITATION OF LIABILITY
13.3.1 Twirl shall not be liable whether in tort(including for negligence or breach ofstatutory duty), contract,misrepresentation, restitution orotherwise for any loss of profits, loss ofbusiness, depletion of goodwill and/orsimilar losses or loss or corruption ofdata or information, or pure economicloss, or for any special, indirect or consequential loss, costs, damages,charges or expenses however arisinghereunder; and 13.3.2 Twirl's total aggregate liability incontract, tort (including negligence orbreach of statutory duty),misrepresentation, restitution orotherwise, arising in connection withthe provision of the Services shall be limited to the amount actually receivedby Twirl from the relevant Customerover the preceding 12 months.
Twirl shall have no liability to the Customer hereunder if it is prevented from or delayed in performing the Services, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Twirl or any other party), failure of a utility service or transport or telecommunications network, act ofGod, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, break downof plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that theCustomer is notified of such an event and its expected duration.
No failure or delay by a party to exercise any rightor remedy provided hereunder or by law shallconstitute a waiver of that or any other right orremedy, nor shall it prevent or restrict the furtherexercise of that or any other right or remedy. Nosingle or partial exercise of such right or remedyshall prevent or restrict the further exercise of thator any other right or remedy.
17. ENTIRE AGREEMENT
19.1 The Customer shall not, without the prior writtenconsent of Twirl, assign, transfer, charge, sub-contract or deal in any other manner with all or anyof its rights or obligations under these Terms ofUse. 19.2 Twirl may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or anyof its rights or obligations. Twirl shall remainresponsible for the acts and/or omissions of itsassignees or sub-contractors.
NO PARTNERSHIP OR AGENCY
The Customer agrees that neither Twirl nor any Creator is bound by any exclusivity obligations in relation to the provision of the Services to the Customer. Nothing in clause 12 shall prevent Twirl from providing Services to any Brand or other third party.
THIRD PARTY RIGHTS
NOTICES 23.1 Any notice required to be given shall be in writingand shall be delivered by hand or sent by pre-paidfirst-class post or recorded delivery post to theother party at its registered address, or such otheraddress as may have been notified by that party forsuch purposes, or sent by email to the other party'semail address as follows: 23.1.1 the Customer’s contact email address asset out in any Brief (or otherwise provided by the Customer); 23.1.2 Twirl’s email address shall be firstname.lastname@example.org, each as may be updated from time to time by notice in writing to the other party. 23.2 A notice delivered by hand shall be deemed to havebeen received when delivered (or if delivery is notin business hours, at 9 am on the first business dayfollowing delivery). A correctly addressed noticesent by pre-paid first-class post or recordeddelivery post shall be deemed to have beenreceived at the time at which it would have beendelivered in the normal course of post. A noticesent by email shall be deemed to have beenreceived at the time of transmission (as shown onthe sender’s server).