Updated on May 31, 2024.
These Terms of Use shall be deemed incorporated into any contract between a Creator and Twirl in relation to the Creator’s use of and provision of Services via the Twirl Platform. By accessing the Twirl Platform the Creator agrees to use the Twirl Platform and provide the Services in accordance with and subject to these Terms of Use:
The definitions and rules of interpretation in this clause apply in these Terms of Use.
Applicable Laws: means:
Brand: a client of Twirl who has engaged Twirl to create content via the Twirl Platform as set out in a Brief.
Brief: instructions and specifications for the creation of content posted onto the Platform by the Brand.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12.6.
Creators: any person who uses the Twirl Platform to provide Services to Twirl.
Creator Personal Data: any personal data which Twirl processes in connection with this agreement in the capacity of a processor on behalf of the Creator.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
Final Content: content determined to be in a final form and ready to be used by the Brand in accordance with clause 5.3.
Intellectual Property Rights: patents utility models rights to inventions copyright and related rights trade marks and service marks trade names and domain names rights in get-up goodwill and the right to sue for passing off or unfair competition rights in designs rights in computer software database rights rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights including all applications for (and rights to apply for and be granted) renewals or extensions of and rights to claim priority from such rights and all similar or equivalent rights or forms 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 on social media or broadcast media or otherwise online or posting of or publishing Content on print out-of-home TV or broadcast media or any other non-online channel.
Permitted Use: the online promotion of the Product on Social Media Platform or such other use as may be expressly set out in a Brief.
Privacy Policy: Twirl’s privacy policies available at [URL] (as may be updated from time to time).
Products: the product(s) that are the subject of the Brief.
Proposed Content: the initial content provided by the Creator prior to the Brand’s approval.
Services: the services provided by the Creator to Twirl via the Twirl Platform in creating Final Content and fulfilling the Brief following acceptance of a Creator Offer in accordance with these Terms of Use.
Social Media Platform: the social media platform(s) identified in the Brief.
Twirl: Twirl Technologies Ltd company number 14027638 and with its registered office 71-75 Shelton Street Covent Garden London England WC2H 9JQ.
Twirl Credits: the credits paid to the Creator by Twirl through the Twirl Platform in accordance with these Terms of Use.
Twirl Personal Data: any personal data which Twirl 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 as may be notified to a Creator from time to time.
UK GDPR: has the meaning given to it in the Data Protection Act 2018.
Virus: any thing or device (including any software code file or programme) which may: prevent impair or otherwise adversely affect the operation of any computer software hardware or network any telecommunications service equipment or network or any other service or device; prevent impair or otherwise adversely affect access to or the operation of any programme or data including the reliability of any programme or data (whether by re-arranging altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience including worms trojan horses viruses and other similar things or devices.
Clause schedule and paragraph headings shall not affect the interpretation of these Terms of Use. A person includes an individual corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company corporation or other body corporate wherever and however incorporated or established. Unless the context otherwise requires words in the singular shall include the plural and in the plural shall include the singular. Unless the context otherwise requires a reference to one gender shall include a reference to the other genders. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms of Use. A reference to a statute or statutory provision shall include all subordinate legislation made under that statute or statutory provision relevant time. A reference to writing or written includes e-mail and notifications from the Twirl Platform shall be deemed to be notifications from Twirl. References to clauses are to the clauses of these Terms of Use.
Following acceptance of a Brief by Twirl, Twirl shall make the same available via the Twirl Platform to such Creators as it deems appropriate. Those Creators may (at their discretion) offer to fulfil the Brief on behalf of Twirl for the Brand and any such offers shall be presented to the Brand via the Twirl Platform (Creator Offers). The Brand may accept one or more Creator Offers via the Twirl Platform and such acceptance shall create a contract between Twirl and the Creator for the provision of the Services. A Creator’s receipt of a Brief and/or provision of a Creator Offer does not guarantee acceptance of any Creator Offers. Twirl grants the Creator non-transferrable and royalty-free right and licence to use the Brief as required to perform the Services. The Creator shall in providing the Services use its best endeavours to protect the privacy and security of the Brief. Twirl and the Creator anticipate that these Terms of Use (or any acceptance of a Creator Offer) shall not constitute an employment relationship. The Creator agrees to reimburse the Company (on an after-tax basis) any amounts the Company is required to pay to a tax authority in respect of income tax national insurance contributions or any like taxes together with interest and penalties thereon.
All Intellectual Property Rights in or arising out of or in connection with the Final Content (other than Intellectual Property Rights in any Products) shall be owned by the Creator. The Creator may give the Brand written notice (through the Twirl Platform) to take down any Final Content posted online which includes the Creator's personal identity (such as their face or other identifying factors) at any time after 12 months from the date of first publication of the Final Content. The Creator grants to Twirl a fully paid-up worldwide non-exclusive transferable sub-licensable royalty-free perpetual and irrevocable licence to use, copy and edit (provided that it does not change the character of Creator) the Final Content.
The Creator shall not access store distribute or transmit any Viruses nor any material during the course of or in connection with its use of the Services that:
and Twirl reserves the right without liability or prejudice to its other rights to the Creator to disable the Creator's access to the Twirl Platform if it breaches the provisions of this clause.
The Creator shall not:
The Creator will create and provide the Proposed Content through the Twirl Platform within the timeframe agreed in the Brief. If the Proposed Content does not comply with the Brief (in the reasonable opinion of Twirl) the Creator must provide updated Proposed Content in accordance with the Brief at the Creator’s own costs. Twirl may (at its absolute discretion) decide to pay an additional Fee for updated Proposed Content in circumstances where it is not clear whether the original Proposed Content complies with the Brief. On Twirl (acting reasonably) being satisfied with the Proposed Content Twirl will inform the Creator that the Proposed Content produced is considered Final Content and the Fee set out in the Creator Offer will be transferred to the Creator’s account via Lumanu within 14 days.
For the purposes of this clause 6 the terms controller processor data subject personal data personal data breach and processing shall have the meaning given to them in the UK GDPR. Both parties will comply with all applicable requirements of the Applicable Laws. This clause 6 is in addition to and does not relieve remove or replace a party’s obligations or rights under the Applicable Laws. By entering into this agreement the Creator consents to (and if applicable shall procure all required consents from its personnel representatives and agents in respect of) all actions taken by Twirl in connection with the processing of Twirl Personal Data provided these are in compliance with the then-current version of the Privacy Policy. In the event of any inconsistency or conflict between the terms of the Privacy Policy and this agreement the Privacy Policy will take precedence. Without prejudice to clause 6.2 the Creator will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Twirl Personal Data and Creator Personal Data to Twirl and lawful collection of the same by Twirl for the duration and purposes of this agreement. In relation to the Creator Personal Data the Privacy Policy sets out the scope nature and purpose of processing by Twirl the duration of the processing and the types of personal data and categories of data subject. Without prejudice to the generality of clause 6.2 Twirl shall in relation to the Creator Personal Data:
The Creator hereby provides its prior general authorisation for Twirl to:
Twirl may at any time on not less than 30 days' notice revise clause 6 by replacing it (in whole or part) with any applicable standard clauses approved by the EU Commission or the UK Information Commissioner's Office or forming part of an applicable certification scheme or code of conduct (Amended Terms). Such Amended Terms shall apply when replaced by attachment to this agreement but only in respect of such matters which are within the scope of the Amended Terms.
The Creator acknowledges that the Services may enable or assist it to access the website content of correspond with and purchase products and services from third parties via third-party websites and that it does so solely at its own risk. Twirl makes no representation warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of or correspondence with any such third-party website or any transactions completed and any contract entered into by the Creator with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Creator and the relevant third party and not Twirl. Twirl recommends that the Creator refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Twirl does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services and shall have no liability to the Creator for any loss or damage suffered as a result of a Creator accessing and/or using any such third-party website.
Twirl shall use reasonable endeavours to provide such necessary information for the provision of the Services as the Creator may reasonably request. Twirl warrants that it has and will maintain all necessary licences consents and permissions necessary for the performance of its obligations hereunder. These Terms of Use shall not prevent Twirl from entering into similar agreements with third parties or from independently developing using selling or licensing documentation products and/or services which are similar to those provided hereunder.
The Creator shall supply the Services to Twirl in accordance with the Brief in all material respects. The Creator shall meet any performance dates for the Services specified in the Brief or that Twirl notifies to the Content Creator and time is of the essence in relation to any of those performance dates.
In providing the Services the Content Creator shall:
If the Creator fails to perform the Services by the applicable dates or supplies Services that do not comply with the requirements of clause 9.3.3 Twirl shall without limiting or affecting other rights or remedies available to it have one or more of the following rights:
These Conditions shall extend to any substituted or remedial services provided by the Creator. Twirl's rights and remedies under these Terms of Use are in addition to and not exclusive of any rights and remedies implied by statute and common law.
Each party may be given access to Confidential Information from the other party in order to perform its obligations hereunder. A party's Confidential Information shall not be deemed to include information that:
Subject to clause 11.4 each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than complying with its obligations under these Terms of Use. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms of Use. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that to the extent it is legally permitted to do so it gives the other party as much notice of such disclosure as possible and where notice of disclosure is not prohibited and is given in accordance with this clause 12.4 it takes into account the reasonable requests of the other party in relation to the content of such disclosure. Neither party shall be responsible for any loss destruction alteration or disclosure of Confidential Information caused by any third party. The Creator acknowledges that details of the Services and the results of any performance tests of the Services constitute Twirl's Confidential Information. The parties acknowledge that damages may be an insufficient remedy for breach of the undertakings set out in this clause 11 of these Terms of Use and that in addition without prejudice to all other remedies available to the disclosing party the disclosing party shall be entitled to a specific performance injunction or other equitable relief as a remedy for such breach. The above provisions of this clause 11 shall survive termination of the Contact however arising. Twirl may announce on its website (or otherwise) that it has entered into an agreement with the Creator. Twirl may use the Final Content on its website (or elsewhere at Twirl's sole discretion) for marketing purposes. Subject to clause 9.3.11 the Creator may use the Final Content on their website portfolio social media or elsewhere at their sole discretion.
Except as expressly and specifically provided herein:
Nothing in these Terms of Use excludes the liability of Twirl:
Subject to clause 12.1 and clause 12.2:
Twirl shall have no liability to the Creator 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 of God war riot civil commotion malicious damage compliance with any law or governmental order rule regulation or direction accident breakdown of plant or machinery fire flood storm or default of suppliers or sub-contractors provided that the Creator is notified of such an event and its expected duration.
No failure or delay by a party to exercise any right or remedy provided hereunder or by law shall constitute a waiver of that or any other right or remedy nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision (or part of a provision) of these Terms of Use is found by any court or administrative body of competent jurisdiction to be invalid unenforceable or illegal the other provisions shall remain in force. If any invalid unenforceable or illegal provision would be valid enforceable or legal if some part of it were deleted the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
These Terms of Use and the documentation specifically referred to herein constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements promises assurances warranties representations and understandings between them whether written or oral relating to its subject matter. Each party acknowledges it does not rely on and shall have no remedies in respect of any statement representation assurance or warranty (whether made innocently or negligently) that is not set out or referred to in these Terms of Use. Nothing in this clause shall limit or exclude any liability for fraud.
Twirl reserves the right with the Creator’s consent not to be unreasonably withheld or delayed (and delay shall in this instance mean 10 days after which the Creator shall be deemed to consent) to vary these Terms of Use by posting revised terms on its website and giving the Creator notice of the same.
The Creator shall not without the prior written consent of Twirl assign transfer charge sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms of Use. Twirl may at any time assign transfer charge sub-contract or deal in any other manner with all or any of its rights or obligations. Twirl shall remain responsible for the acts and/or omissions of its assignees or sub-contractors.
Nothing in these Terms of Use is intended to or shall operate to create a partnership between the parties or authorise either party to act as agent for the other and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty the assumption of any obligation or liability and the exercise of any right or power).
The Creator agrees that neither Twirl nor any Creator is bound by any exclusivity obligations in relation to the provision of the Services by the Creator.
Saves as otherwise set out here these Terms of Use do not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
Any notice required to be given shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its registered address or such other address as may have been notified by that party for such purposes or sent by email to the other party's email address as follows:
each as may be updated from time to time by notice in writing to the other party. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown on the sender’s server).
These Terms of Use and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Use or its subject matter or formation (including non-contractual disputes or claims).
