Terms of usage for tortoise website and applications

By signing up for a Tortoise Account (as defined in Section 1) or by using any Tortoise Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).

As used in these Terms of Service, “we”, “us” and “Tortoise” means the applicable Tortoise Contracting Party (KOMAL VARDHAN FINANCIAL SYSTEMS PRIVATE LIMITED).

The services offered by Tortoise under the Terms of Service include various products and services to help you sell goods and services to buyers, whether online (“Online Services”) or in person. Any such services offered by Tortoise are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. Tortoise reserves the right to update and change the Terms of Service by posting updates and changes to the Tortoise website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you. and if you do not accept such amendments, you must cease using the Services.

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service.

1. Account Terms

  1. To access and use the Services, you must register for a Tortoise account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Tortoise may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.

  2. You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.

  3. You confirm that you are receiving any Services provided by Tortoise to carry on business activity and not for any personal, household, or family purpose.

  4. You acknowledge that Tortoise will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you.

  5. You are responsible for keeping your password secure. Tortoise cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

  6. You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).

  7. A breach or violation of any term in the Terms of Service, as determined in the sole discretion of Tortoise may result in an immediate termination of your Services.

2. Account Activation

2.1 Merchant

  1. Subject to section 2.1(2), the person signing up for the Service by opening an Account will be the contracting party (“Merchant”) for our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Merchant in connection with the Service. You are responsible for ensuring that the name of the Merchant (including the legal name of the company that owns the Store, if applicable) is visible on the Merchant’s store.

  2. If you are signing up for the Services on behalf of your employer, your employer shall be the Merchant. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.

  3. Your Tortoise Store can only be associated with one Merchant. A Merchant may have multiple Tortoise Stores. “Store” means the online store or physical retail location(s) associated with the Account.

2.2 Staff Accounts

  1. You can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. With Staff Accounts, the Merchant can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to sales information on the Reports page or prevent Staff Accounts from changing general store settings).

  2. The Merchant is responsible and liable for the acts, omissions, and defaults arising from the use of Staff Accounts in the performance of obligations under these Terms of Service as if they were the Merchant’s own acts, omissions, or defaults.

  3. The Merchant and the users under Staff Accounts are each referred to as a “Tortoise User”.

3. General Conditions

You must read, agree with and accept all of the terms and conditions contained in these Terms of Service, including the Privacy Policy before you may become a Tortoise User.

  1. Technical support in respect of the Services is only provided to Tortoise Users.

  2. The Terms of Service shall be governed by and interpreted in accordance with the laws of the India applicable therein, without regard to principles of conflicts of laws.

  3. You acknowledge and agree that Tortoise may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Tortoise’s website, available at https://www.tortoise.pro/legal/terms and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Tortoise’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.

  4. You may not use the Tortoise Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of India. You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Terms of Service.

  5. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Tortoise.

  6. You shall not purchase search engine or other pay per click keywords (such as Google Ads), or domain names that use Tortoise or Tortoise trademarks and/or variations and misspellings thereof.

  7. You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

  8. The Services allow you to send certain communications to your customers by short message service (SMS) messaging (for example, sending order confirmation notifications via SMS) (the "SMS Services"). You will only use the SMS Services in compliance with TRAI’s regulations and any other applicable law in India.

  9. You acknowledge and agree that your use of the Services, including information transmitted to or stored by Tortoise, is governed by its privacy policy at https://www.tortoise.pro/legal/privacy

  10. All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Tortoise shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Tortoise’s prior written consent, to be given or withheld in Tortoise’s sole discretion.

  11. If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

4. Tortoise Rights

  1. We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.

  2. We reserve the right to refuse service to anyone for any reason at any time.

  3. We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a Store, or the Materials uploaded or posted to a Store, violate our Acceptable Use Policy (“AUP”) or these Terms of Service.

  4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Tortoise customer, Tortoise employee, member, or officer will result in immediate Account termination.

  5. Tortoise does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Store.

  6. We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Tortoise employees and contractors may also be Tortoise customers/merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.

  7. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.

  8. Tortoise retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Merchant. If we are unable to reasonably determine the rightful Merchant, without prejudice to our other rights and remedies, Tortoise reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

5. Confidentiality

  1. “Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Tortoise’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.

  2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

6. Limitation of Liability

  1. You expressly understand and agree that, to the extent permitted by applicable laws, Tortoise shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.

  2. To the extent permitted by applicable laws, in no event shall Tortoise or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Tortoise partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.

  3. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

  4. Tortoise does not warrant that the Services will be uninterrupted, timely, secure, or error-free.

  5. Tortoise does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

  6. Tortoise does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

7. Waiver, Severability, and Complete Agreement

The failure of Tortoise to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service shall remain in full force and effect.

The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Tortoise and govern your use of the Services and your Account, superseding any prior agreements between you and Tortoise (including, but not limited to, any prior versions of the Terms of Service).

8. Intellectual Property and Customer Content

  1. We do not claim any intellectual property rights over the Materials you provide to the Tortoise Service. All Materials you upload remain yours. You can remove your Tortoise Store at any time by deleting your Account.

  2. By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your Store; (b) to allow Tortoise to store, and in the case of Materials you post publicly, display and use your Materials; and (c) that Tortoise can, at any time, review and delete all the Materials submitted to its Service, although Tortoise is not obligated to do so.

  3. You retain ownership over all Materials that you upload to the Store; however, by making your Store public, you agree to allow others to view Materials that you post publicly to your Store. You are responsible for compliance of the Materials with any applicable laws or regulations.

  4. Tortoise shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Store to promote the Service.

9. Payment of Fees and charges

  1. The merchant’s customers will be able to record offline transactions on the app and make online transactions using 3rd party payment gateway services. The offline transactions will be recorded on the app for the merchant’s approval. There are no fees for such recording of offline transactions.

  2. All online transactions will attract payment gateway fees that will be informed to you before going live and at any time there is a change in charges. The amount paid by the customer online will be collected in a virtual account and Tortoise will enable automatic payouts to Merchant bank accounts so that the transfers are done before 5 working days.

  3. The amount paid to the merchant by Tortoise, will be net of the applicable payment gateway fees. These fees may or may not be borne by the merchant.

  4. There will be referral fees applicable for any new customer that’s brought to the merchant by the Tortoise platform. The fees will be communicated before the onboarding.

  5. Transaction Fees and Additional Fees will be charged from time to time at Tortoise’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Merchant via the email provided. As well, an invoice will appear on the Account page of your Store’s administration console. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.

  6. If the applicable fee is not paid within 5 working days, we may suspend and revoke access to your Account and the Services. We reserve the right to deduct the applicable fees from the payable amount to you, the merchant. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your storefront during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Tortoise reserves the right to terminate your Account.

  7. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).

  8. You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Tortoise’s products and services. To the extent that Tortoise charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Tortoise of your exemption. If you are not charged Taxes by Tortoise, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

  9. For the avoidance of doubt, all sums payable by you to Tortoise under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Tortoise to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. Tortoise shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.

  10. You must maintain an accurate location in the administration menu of your Tortoise Store. If you change jurisdictions you must promptly update your location in the administration menu.

  11. Tortoise does not provide refunds.

10. Cancellation and Termination

  1. You may cancel your Account and terminate the Terms of Service at any time by contacting Tortoise Support at support@tortoise.pro and then following the specific instructions indicated to you in Tortoise’s response.

  2. Upon termination of the Services by either party for any reason:

    1. Tortoise will cease providing you with the Services and you will no longer be able to access your Account;

    2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

    3. any outstanding balance owed to Tortoise for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

    4. your Store website will be taken offline.

  3. If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

  4. We reserve the right to modify or terminate the Tortoise Service, the Terms of Service and/or your Account for any reason, without notice at any time (unless otherwise required by applicable law). Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.

  5. Fraud: Without limiting any other remedies, Tortoise may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.

11. Modifications to the Service and Prices

  1. Prices for using the Services are subject to change upon 30 days’ notice from Tortoise. Such notice may be provided at any time by posting the changes to the Tortoise Site (tortoise.pro) or the administration menu of your Tortoise Store via an announcement.

  2. Tortoise reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice (unless otherwise required by applicable law).

  3. Tortoise shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

12. Rights of Third Parties

Save for Tortoise and its affiliates, Tortoise Users or anyone accessing Tortoise Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.

13. Privacy & Data Protection

Tortoise is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that Tortoise’s collection, usage and disclosure of this personal information is governed by our Privacy Policy.