Terms of Use for Turn it Off Ltd
These Terms of Use (‘Agreement’ or ‘Terms’) sets forth the legal contract between you as an end user (“User” or “You” or “Your”) and Turn It Off Ltd.
The Turn It Off Platform is owned and operated by Turn It Off Ltd. We are a company registered in England and Wales, with company number 14784848 and our registered office is 85 Great Portland Street, London, W1W 7LT. (“Turn It Off” or “We” or “Our”) with respect to access to and use of Turn It Off’s software (“Software”) and any associated materials or content (“Content”) made available through Turn It Off’s website including www.turnitoff.ai (with Software and Content collectively representing the “Services”), as well as any support provided by Turn It Off (“Support”).
Please also read our Privacy Policy. If you do not agree to these Terms or the Privacy Policy, please do not use the Turn It Off Platform.
1. Turn it Off Services
Grant & Scope of Licence. These Terms apply to all Users of the Services.
Turn It Off grants you a personal, non-exclusive, non-transferable, limited licence to use the Services solely for your personal or internal business use and subject to the condition that you do not violate the General Restrictions on Use.
2. Ownership of Services
As between You and Us, We retain all right, title and interest in and to the Services, the Content, and all documentation and tools, and all related intellectual property rights. The Services as a whole are copyrighted as a collective work, and individual works or content appearing on or accessible through the Services owned by or licensed to Turn It Off or its content providers are likewise subject to copyright protection domestically and internationally. Certain of the names, logos, distinctive features, source identifiers and other materials displayed on the Services, including its “look and feel”, constitute trademarks, trade names, service marks, trade dress or logos (“Marks”), whether or not registered, of Us or other entities. All Marks not owned by Turn It Off that appear on the Software are the property of their respective owners. You are not authorised to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Unless you first obtain the copyright owner’s prior written consent, you may not copy, distribute, publicly perform, publicly display, digitally perform (in the case of sound recordings), or create derivative works from any copyrighted work made available or accessible via the Services.
As a condition of your use of the Services, you agree that you will not use the Services for any purpose that is unlawful or prohibited by these Terms. Access to and use of password protected and/or secure areas of the Services is restricted to authorised Registered Users only, subject to the additional terms and conditions in the Registered User Section below. Unauthorised access to such areas is prohibited and may lead to criminal prosecution.
2.1. Privacy
In the course of accessing and/or using the Services and receiving Support, we may obtain information about you or you may be required to provide certain personal information to us. All uses of your personal information will be treated in accordance with our Privacy Policy, which is incorporated by reference and forms an integral part of these Terms. If you use the Services and/or receive support and/or if you register for any accounts, you are accepting the terms and conditions of our Privacy Policy as may be amended from time to time. If you do not agree to have your information used in any of the ways described in the Privacy Policy, you must discontinue use of the Services.
2.2. General Restriction on Use
In connection with your use of the Services, you agree not to, nor to allow or facilitate a third party to:
Copy, modify, create a derivative work from, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in or access to the Services, or any other Content available via the Services; modify the Software, or any part thereof, in any form or manner, nor to use any modified versions of the Software, for any reason whatsoever, without the express written consent of Turn It Off; make commercial use of or;
Redistribute any Content, materials, or information contained on or offered through the Services, unless expressly specified in a prior agreement between you and Turn It Off;
circumvent or manipulate any applicable fee structure, billing process, or fees owed either to us or to our third party providers;
Use the Services or Support for illegal purposes or for promotion of dangerous activities;
violate any national or international law Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
Interfere with or disrupt the Services or servers or networks connected to either, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
attempt to gain unauthorised access to the Services, other accounts, computer systems, or networks connected to the Services through hacking, password mining, phishing or any other means, obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services or use any materials or information obtained through any means not intentionally made available through the Services;
Upload, post, email, transmit, distribute or otherwise make available any material that contains viruses, computer code or any other technologies that may harm us or the interests, information or property of Users or limit the functionality of any software, hardware or other equipment; or
Circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services;
Use the Services in any manner other than as permitted by this Agreement.
2.3. Registered Users
In order to access and use the Services available to a Registered User, you are required to set up an Account at https://app.turnitoff.ai/ (“Account”). You are solely responsible for maintaining the confidentiality of your Account, and warrant that you will not share your Account with any third party. You are solely responsible for any and all use of your Account and you agree:
(i)to be responsible for any act or omission of any users accessing the Services under your Account that, if undertaken by you, would be deemed a violation of this Agreement, and
(ii) that such act or omission shall be deemed a violation of this Agreement by you.
If you are using this software as a Managed Service Provider (MSP) or Software Provider on behalf of your client(s), you hereby confirm that you have obtained explicit consent from each of your clients to accept and abide by these Terms and Conditions. You further confirm that each client has been provided with a copy of these Terms and Conditions, has had the opportunity to review them, and has expressly agreed to be bound by them before utilising the software.
As an MSP or Software Provider, you assume full responsibility for the actions of your clients in relation to their use of the software. This includes ensuring that all actions taken by your clients, including the termination or modification of cloud resources, comply with these Terms and Conditions. You agree to indemnify and hold us harmless from any claims, damages, or liabilities arising from your clients’ use of the software.
You acknowledge and agree that you are responsible for all invoices and payments related to the use of the software by your clients. In the event that your client fails to make payment for any charges incurred, you shall be liable for the full amount due to us. It is your responsibility to ensure that all invoices are paid in a timely manner, regardless of whether the charges were incurred directly by you or by your client(s).
Please notify us immediately if you become aware that your Account is being used without authorisation. You agree not to register for an Account on behalf of an individual other than yourself, or register for an Account on behalf of any group or entity unless you are authorised to by such person, group or entity to this Agreement. By registering another person, group or entity you hereby represent that you are authorised to do so.
Individuals and/or entities whose access to the Services has previously been terminated by Turn it Off may not register for a new Account, nor may they designate other individuals to use an account on their behalf.
Notwithstanding the foregoing, you hereby expressly permit Turn it Off or its authorised partners to access your Account in order to investigate and diagnose actual or potential defects or other technical problems with the Services and to investigate security risks or fraud.
You agree to register using your real name and you agree that any information you submit about yourself is truthful and accurate. You warrant and represent that all information you provide to us as part of your registration is true, accurate, current, and complete, and you agree to maintain and promptly update such information to keep it true, accurate, current, and complete. If we believe or suspect that such information is untrue, inaccurate, not current, or incomplete, we may deny or terminate your access to the Services (or any portion thereof) and any license(s) to the Services.
3. Termination
Your rights under this Agreement will automatically and immediately terminate if you fail to comply with your promises and obligations stated in this Agreement.
You understand and agree that upon termination of this Agreement or termination of your use of the Services, we retain the licence rights granted to us under this Agreement.
Notwithstanding the foregoing, it is our policy to retain all information provided to us and stored in your Account for thirty (30) days after the termination of your Account. After thirty (30) days, we may delete your information from our servers except as required by law or as otherwise agreed to between you and us. You understand that if you want to use our Services after termination of your Account, you may need to re-register with us.
Without limiting other remedies, we also reserve the right to take technical steps against a User, including suspending or terminating the User’s Services or Accounts or delaying or removing any Content, as well as the right to take legal steps against a User, if we think that a User is creating possible legal liabilities, infringing the intellectual property rights of us or third parties, acting in violation of this Agreement, or acting inconsistently with the letter or spirit of our policies.
If you are an MSP or Software Provider, you acknowledge and agree that failure to make payment for any charges incurred by your clients’ use of the Services will entitle us to restrict or terminate your entire Account. This may include, but is not limited to, suspending access to the Services for all clients under your Account until such time as all outstanding payments have been settled. You further agree that we are not responsible for any loss of service to your clients as a result of such restrictions or terminations.
In the event that Customer has a pay-as-you-save subscription with Turn it Off, Customer may terminate its use of the Services at any time. Usage of the Services under the current plan will remain in place until the payment renewal date.
Where the Customer has agreed to a fixed-price or custom percentage offer from Turn It Off, these will be subject to a rolling fixed term as agreed between the parties. If no agreement is made, then any fixed-price or custom percentage offer will last for no less than 12 months and roll for 12 month periods thereafter.
4. Payment
4.1. Payment of fees
You will pay Turn it Off all licence fees at the published levels, found at www.turnitoff.ai/pricing. Our fees are, in most cases, based on a percentage of the savings made using the product. These savings are calculated by our system using resource-level hourly pricing at list price from cloud providers, which we gather on a periodic basis.
If you receive any discounts or rebates that reduce the list price, you are required to notify us so that we can adjust our calculations accordingly. Failure to inform us of such discounts or rebates may result in incorrect fee calculations, for which you will still be responsible.
For all customers using card payments through Stripe, we shall automatically charge the payment method on file on the day of invoice. For Enterprise customers paying by invoice, payment is required no later than thirty (30) days after you receive an invoice, unless you have a written agreement with express pricing terms executed by an authorised Turn it Off representative. Turn it Off retains the right to change the published pricing at any time with notice to users.
4.2. Taxes
Turn It Off’s fees do not include any taxes unless explicitly stated, import or export fees, duties, or similar charges, all of which are your responsibility.
5. Disclaimers, Limitations and Exclusions of Liability; Indemnification
5.1. No warranties
To the extent permitted by law the services and all information, content, materials and services related to the foregoing are provided ”as is” and “as available,” without warranties or guarantees of any kind, either expressed or implied, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, title, non-infringement, non interference, system integration and accuracy of data.
Turn it Off and/or our third party suppliers or licensors do not warrant that the system, content or any materials or services available on or through the services or through Turn it Off are or will be accurate, current, error-free, virus free, reliable or appropriate for any particular use to which you or any third party may choose to put them, that the system is or will be available on an uninterrupted and error-free basis or that defects will be corrected. Turn it Off is not the provider of, and makes no warranties with respect to, any third-party offerings. Turn it Off does not guarantee the security of any information transmitted to or from the system; and you agree to assume the security risk for any information you provide using the services.
5.2. Limitation of Liability
To the extent permitted by law, use of the services is at your own risk. In no event will Turn it Off be liable for any indirect, incidental, consequential, punitive or special damages, whether or not such damages were foreseeable and even if Turn it Off was advised that such damages were likely or possible.
In no event will the aggregate liability of Turn it Off to you for any and all claims arising out of or in connection with this agreement, the services, or the use of the services exceed one hundred Great British Pounds (GBP £100.00). You acknowledge that this limitation of liability is an essential term between you and Turn it Off relating to the provision of the services and Turn it Off would not provide the services to you without this limitation. You agree that we will not be liable to you or any other party for any termination of your access to the services or deletion of your account or content.
Without limiting the foregoing, under no circumstances shall Turn it Off or its licensors be held liable for any delay or failure in performance resulting directly or indirectly from forces of nature, or causes beyond its reasonable control, including internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
5.3. Indemnification
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Turn It Off, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Services; (ii) your violation of any term of this Agreement; or (iii) your violation of any third party right, including any copyright, property, or privacy right. This defence and indemnification obligation will survive this Agreement and your use of the Services.
6. General Term
6.1. Force Majeure
Neither party shall have any liability or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party including, without limitation, any of the following:
a) an act of God, flood, storm, drought, earthquake, or other natural disaster;
(b) adverse weather conditions;
(c) any cause or event arising out of or attributable to war, civil commotion or terrorist activity (or threat thereof);
(d) any law, or any governmental order, rule or regulation;
(e) fire or explosion;
(f) labour dispute including strikes, industrial action, lockouts or boycott;
(g) a shortage of raw materials;
(h) power outages, blockages, or internet or telecoms failure; and
(i) any epidemic or pandemic and compliance with any applicable governmental guidelines designed to prevent the spread of the relevant disease.
The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.
6.2. Waiver
The failure or delay by either party in any one or more instances to insist upon strict performance or observance of any one or more of the terms of this Agreement or to exercise any remedy, privilege or right provided by law or under this Agreement shall not be construed as a waiver of any breach or right to enforcement of such terms or to exercise such remedy, privilege or right.
6.3. Severance
If any part of this Agreement is found by any court or competent authority to be illegal, void or unenforceable then that part shall be deemed not to be a part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected.
6.4. Variation
This Agreement may not be varied except by an instrument in writing signed by the authorised representatives of all the parties to this Agreement.
6.5. Rights of Third Parties
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
6.5. Notices
Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by courier, recorded delivery or email.
Notices or communications sent by courier or recorded delivery will be deemed to be served two (2) Business Days following the day of dispatch. Notices or communications sent by email will be deemed to be served on the day of transmission if transmitted before 4.00pm on a Business Day, but otherwise on the following Business Day, unless there is evidence of non-delivery.
6.7. Entire Agreement
This Agreement, and any documents explicitly referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover and/or any purchase order terms from the User.
Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
6.8. Governing Law and Jurisdiction
This Agreement and any disputes relating to it will be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts for such purposes.