Terms and Conditions

Last updated: 01/05/2026

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These Terms and Conditions (the “Terms”) govern the provision of the Turpal platform and related services by Turpal Technologies FZCO, a company registered in Dubai Airport Free Zone, UAE, with offices at Dubai Airport Free Zone 07 9WC 523, Dubai, UAE (“Turpal”, “we”, “us”) to the customer identified on the Order Form (the “Customer”, “you”).

By signing an Order Form (a quote, proposal or service order issued by Turpal that references these Terms), the Customer accepts and agrees to be bound by these Terms. Together, the Order Form and these Terms form the agreement between the parties (the “Agreement”).

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How this Agreement is formed. Turpal no longer issues a separate signed master contract. Instead, the Order Form sets out the commercial terms (services selected, fees, term) and these Terms set out the legal terms. By signing the Order Form, the Customer agrees to the version of these Terms that is published at Turpal’s website on the date of signature.

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1. Definitions

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In these Terms, the following capitalised terms have the meanings given below:

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• “Agreement” means the Order Form, these Terms, and any policies or schedules incorporated by reference (including the SLA and any Data Processing Addendum).

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• “Confidential Information” means any non-public information disclosed by one party to the other in connection with the Agreement, whether marked as confidential or which a reasonable person would understand to be confidential.

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• “Customer Data” means any data, content or information that the Customer or its end users submit to, upload to, or generate through the Services.

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• “Effective Date” means the date the Customer signs the Order Form.

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• “Fees” means the fees set out on the Order Form, including set-up fees, subscription fees, partnership commissions and any other charges.

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• “Order Form” means the quote, proposal or service order issued by Turpal and signed by the Customer that identifies the Services to be provided and the applicable Fees.

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• “Platform” means the Turpal technology platform, including the application software, APIs, databases and infrastructure used to deliver the Services.

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• “Services” means the Turpal Platform services and any associated services described on the Order Form.

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• “SLA” means the Service Level Agreement set out in section 14.

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• “Subscription Term” means the period during which the Customer is entitled to use the Services, as set out on the Order Form (and any renewal periods).

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2. The Services

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2.1 Turpal will provide the Services to the Customer on a non-exclusive basis in accordance with the Agreement.

2.2 Turpal grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for the Customer’s internal business purposes.

2.3 Turpal may modify, enhance or update the Services from time to time, provided that no such change will materially diminish the core functionality of the Services. Where a change is material and adverse, Turpal will give reasonable advance notice.

2.4 Turpal may release new features, integrations or APIs as part of the Services. Additional terms may apply to specific features (for example, beta features), in which case those terms will be made available before the Customer uses them.

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3. Customer Obligations and Acceptable Use

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3.1 The Customer is responsible for: (a) all activity occurring under its accounts; (b) the Customer Data; (c) ensuring that its end users comply with the Agreement; and (d) maintaining the confidentiality of its account credentials.

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3.2 The Customer agrees to commit to a minimum of two onboarding training sessions during the first week of the onboarding period.

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3.3 The Customer will not, and will not permit any third party to:

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• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Platform;

• resell, sublicense, rent or lease access to the Services to any third party except as expressly permitted on the Order Form;

• upload or transmit Customer Data that is unlawful, defamatory, infringes third-party rights, or contains malicious code (including viruses, worms or Trojans);

• use the Services to send unsolicited communications, conduct fraudulent activity, or in any way that violates applicable laws;

• circumvent any technical limitations of the Platform, or use the Services to build a competing product;

perform load testing, penetration testing or security scans without Turpal’s prior written consent.

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3.4 The Customer warrants that it has all rights, consents and licences necessary to upload the Customer Data to the Platform and to grant Turpal the rights described in section 5.2.

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4. Fees, Invoicing and Payment

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4.1 The Customer will pay the Fees set out on the Order Form. Fees are exclusive of taxes; each party is responsible for the taxes it is legally required to pay.

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4.2   Set-up fee. The set-up fee is invoiced on signature of the Order Form, on the terms set out in the Order Form (typically either 100% on signature, or 50% on signature and 50% on go-live).

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4.3   Subscription fees. Monthly subscription fees are invoiced monthly in advance once the Platform is live. Annual subscription fees are invoiced annually in advance and may be subject to a discount as set out on the Order Form.

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4.4   Partnership commissions. Where applicable, partnership commissions on transactions processed through the Platform are invoiced monthly in arrears.

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4.5   Payment terms. Each invoice is payable within 7 days of issuance, by the payment method authorised on the Order Form or in the Customer’s user account.

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4.6   Late payment. Invoices unpaid after the 7-day term will incur an administrative late fee of 10% of the outstanding amount. Turpal may also suspend Services in accordance with section 13.

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4.7   Disputed invoices. Any disagreement with an invoice must be raised in writing within 7 days of issuance, failing which the invoice is deemed accepted.

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4.8   Fee changes. Turpal may revise Fees on renewal of any Subscription Term, by giving the Customer at least 30 days’ notice before the renewal date.

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5. Intellectual Property

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5.1 All intellectual property rights in or arising out of the Services and the Platform are and remain the exclusive property of Turpal. Nothing in the Agreement transfers any such rights to the Customer.

5.2 The Customer retains all intellectual property rights in the Customer Data. The Customer grants Turpal a worldwide, royalty-free, non-exclusive licence to host, copy, transmit, display and process the Customer Data, solely as necessary to provide the Services.

5.3 The Customer may not remove or alter any proprietary notices on the Services.

5.4  Feedback. Any feedback or suggestions the Customer provides to Turpal regarding the Services may be used by Turpal without restriction or obligation.

5.5  Marketing. Unless the Customer notifies Turpal otherwise in writing, Turpal may include the Customer’s name and logo in customer lists and marketing materials in a manner consistent with the Customer’s brand guidelines.

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6. Confidentiality

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6.1 Each party will: (a) protect the other party’s Confidential Information using the same standard of care it uses for its own confidential information (and no less than reasonable care); (b) not use Confidential Information except as needed to perform the Agreement; and (c) not disclose Confidential Information except to its employees, contractors and advisors who have a need to know and who are bound by obligations of confidentiality.

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6.2 Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to the receiving party before disclosure, is independently developed without use of the disclosing party’s Confidential Information, or is rightfully received from a third party without confidentiality obligations.

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6.3 A party may disclose Confidential Information if required by law, court order or regulator, provided it gives the other party reasonable advance notice where lawful.

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7. Warranties and Disclaimers

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7.1 Each party warrants that it has the legal capacity and authority to enter into the Agreement.

7.2 Turpal warrants that it will provide the Services with reasonable skill and care.

7.3 Disclaimer. Except as expressly stated in the Agreement, the Services and the Platform are provided “as is” and “as available”, and Turpal disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. Turpal does not warrant that the Services will be uninterrupted, error-free, or meet the Customer’s specific requirements.

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8. Limitation of Liability

 

8.1 To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or any loss of profits, revenue, data, business or goodwill, arising out of or in connection with the Agreement, even if advised of the possibility of such damages.

8.2 Each party’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence) or otherwise, is limited to the total Fees paid or payable by the Customer to Turpal under the Agreement during the twelve (12) months immediately preceding the event giving rise to the liability.

8.3 The limitations in this section 9 do not apply to: (a) liability that cannot be limited under applicable law; (b) the Customer’s payment obligations; (c) either party’s indemnification obligations; or (d) liability arising from gross negligence, wilful misconduct or fraud.
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9. Indemnification

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9.1 By the Customer. The Customer will defend, indemnify and hold harmless Turpal and its affiliates, officers, directors and employees from and against any third-party claim arising out of: (a) the Customer Data; (b) the Customer’s use of the Services in breach of the Agreement; or (c) the Customer’s violation of applicable laws.

9.2 By Turpal. Turpal will defend, indemnify and hold harmless the Customer from and against any third-party claim alleging that the Services, when used in accordance with the Agreement, infringe a third party’s intellectual property rights. This obligation does not apply to claims arising from: (i) Customer Data; (ii) modifications to the Services made by anyone other than Turpal; or (iii) use of the Services in combination with anything not provided by Turpal.

9.3 Process. The indemnified party will: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defence and settlement (provided no settlement imposes any liability or obligation on the indemnified party without its consent); and (c) provide reasonable cooperation at the indemnifying party’s expense.

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10. Term, Renewal and Termination

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10.1 Term. The Agreement begins on the Effective Date and continues for the initial Subscription Term set out on the Order Form (typically 12 months).

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10.2 Auto-renewal. The Subscription Term will automatically renew for successive periods of equal length, unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

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10.3 Termination for cause. Either party may terminate the Agreement on written notice if the other party: (a) commits a material breach that is not cured within 30 days of written notice (or, where the breach is incapable of cure, immediately); or (b) becomes insolvent, enters into liquidation (other than for solvent restructuring), is the subject of a bankruptcy or receivership proceeding, or ceases to carry on business.

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10.4 Termination for non-payment. Turpal may terminate the Agreement on 14 days’ written notice if any undisputed invoice remains unpaid for more than 30 days after its due date.

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11. Effect of Termination and Data Export

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11.1 On termination of the Agreement: (a) the Customer’s right to access and use the Services will end; and (b) each party will return or destroy the other party’s Confidential Information in its possession, except where retention is required by law.

11.2 Data export. For a period of 30 days following the effective date of termination, Turpal will make Customer Data available to the Customer for export in a commonly used format. After this 30-day period, Turpal may delete Customer Data from its production systems, subject to backup retention periods.

11.3 No refund. Except where Turpal terminates without cause or the Customer terminates for Turpal’s uncured material breach, Fees paid in advance are non-refundable.

11.4 Sections that by their nature should survive termination will survive, including sections 4 (in respect of accrued Fees), 5, 6, 8, 9, 11, 17, 18 and 19.

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12. Suspension of Services

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12.1 Turpal may suspend the Customer’s access to the Services if: (a) any undisputed invoice is overdue; (b) the Customer’s use of the Services breaches section 3 (Acceptable Use) or poses a security or legal risk to Turpal or its other customers; or (c) Turpal is required to do so by law.

12.2 Where reasonably practicable, Turpal will give the Customer prior notice of suspension and an opportunity to cure. Suspension does not relieve the Customer of its payment obligations.

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13. Support & SLA

 

13.1 Platform availability

Turpal will use commercially reasonable efforts to make the Platform available 99.5% of the time in any given calendar month, excluding scheduled maintenance and any unavailability caused by factors outside Turpal’s reasonable control.

13.2 Support Plans

 

Support is provided by email, free of charge with all plans, at support@turpal.com. Support is available during Turpal’s office hours; requests received outside office hours are logged and addressed during the next business day.

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