END USER SERVICES AGREEMENT

Interpreter Agency Management Software (Cloud Service and Mobile Application)

Standard terms, Version 1.1, effective 21 September 2026

These are the standard terms on which Tupi Solutions Limited provides its platform to interpreting and translation agencies. They are incorporated into, and take effect on the date of, the order form or written agreement signed by the agency (the “Order Form”). Commercial details, the Charges, the number of Authorised Users, the Initial Term and any customer-specific terms, are set out in that Order Form. This page is published for transparency; a signed copy is provided to each agency during onboarding.

THIS AGREEMENT

PARTIES

1. Tupi Solutions Limited, a company incorporated in England and Wales with company number 17220183 whose registered office is at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ (the “Provider”); and

2. the agency identified as the Customer in the Order Form (the “Customer”),

each a “party” and together the “parties”.

BACKGROUND

(A) The Provider has developed and operates a cloud-based software platform, together with a companion mobile application, for the management of language interpreting and translation agencies, including the management of interpreters, their documentation and expenses, the scheduling and management of bookings, the operation of self-billed invoicing by interpreters, the generation of invoices to the Customer’s clients, and the storage and calculation of rates (the “Platform”).

(B) The Customer operates an interpreting and/or translation agency and wishes to access and use the Platform as an end user on a subscription basis.

(C) The Provider has agreed to provide, and the Customer has agreed to take, access to the Platform and the related services on the terms and conditions set out in this Agreement.

AGREED TERMS

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following definitions apply:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting securities or the power to direct management.

“Authorised User” means an employee, agent, contractor or Interpreter of the Customer who is authorised by the Customer to access and use the Platform under the Customer’s account, subject to the access tier assigned to them.

“Booking” means an interpreting, translation or related assignment created, scheduled and managed through the Platform.

“Charges” means the subscription fees and any other amounts payable by the Customer to the Provider as set out in Schedule 4 (Charges) and the Order Form.

“Confidential Information” has the meaning given in clause 13.

“Customer Data” means all data, content, records and information (including personal data) that is submitted to, uploaded to, generated within, or processed by the Platform by or on behalf of the Customer or its Authorised Users, including Interpreter records, documentation, expense records, Booking records, rate data, invoices and client records.

“Data Protection Legislation” means the UK GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications (EC Directive) Regulations 2003; and all other applicable laws relating to the processing of personal data and privacy, in each case as amended or replaced from time to time.

“UK GDPR” has the meaning given in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

“Documentation” means the user guides, online help and operating manuals made available by the Provider for the Platform, as updated from time to time.

“Effective Date” means the date of the Order Form.

“Initial Term” has the meaning given in clause 16.1.

“Interpreter” means a language professional (whether engaged by the Customer as an employee, worker or independent contractor) whose details, documentation, expenses, availability and assignments are managed through the Platform.

“Intellectual Property Rights” or “IPR” means patents, utility models, rights to inventions, copyright and related rights, trade marks, business names, domain names, rights in get-up, goodwill, rights in designs, database rights, rights in confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered, including applications and rights to apply for and be granted renewals or extensions of such rights, anywhere in the world.

“Mobile Application” or “App” means the companion software application made available by the Provider for installation on mobile devices that enables access to specified features of the Platform.

“Normal Business Hours” means 9:00 am to 5:30 pm UK local time on a Working Day.

“Order Form” means the order form or written agreement signed by the parties that incorporates these terms and sets out the Charges, the number of Authorised Users, the Initial Term and any customer-specific terms.

“Rates” means the charge rates, pay rates, multipliers, uplifts, expense rules and other commercial parameters configured by the Customer within the Platform for use in calculations.

“Self-Billed Invoice” means an invoice raised by the Customer (or generated by the Platform on the Customer’s behalf) to itself in respect of supplies made to the Customer by an Interpreter, under a self-billing arrangement between the Customer and that Interpreter.

“Services” means the provision of access to the Platform and the Mobile Application, together with the support and related services described in this Agreement and the Schedules.

“Service Levels” means the availability and support targets set out in Schedule 2 (Service Levels and Support).

“Subscription” means the right to access and use the Platform purchased by the Customer as described in Schedule 4 (Charges) and the Order Form.

“Term” means the Initial Term together with any Renewal Term.

“Virus” means any thing or device (including software, code, file or programme) that may prevent, impair or otherwise adversely affect the operation of any software or hardware, including worms, trojan horses and other malicious code.

“Working Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

1.2 Interpretation. Clause and Schedule headings do not affect interpretation. References to clauses and Schedules are to the clauses of and Schedules to this Agreement. A reference to “writing” or “written” includes email. Any words following “including”, “include”, “in particular”, “for example” or similar expressions are illustrative and do not limit the words preceding them. A reference to a statute or statutory provision is a reference to it as amended or re-enacted from time to time.

1.3 Order of precedence. If there is any conflict between the clauses of this Agreement and a Schedule, the clauses prevail unless the Schedule expressly states otherwise. Schedule 3 (Data Processing) prevails over the other Schedules in respect of the processing of personal data. The Order Form prevails over these standard terms in respect of the commercial matters it addresses.

2. GRANT OF RIGHT TO USE

2.1 Subject to the Customer paying the Charges in accordance with clause 6 and complying with this Agreement, the Provider grants to the Customer a non-exclusive, non-transferable, non-sublicensable right, during the Term, to permit Authorised Users to access and use the Platform and the Mobile Application solely for the Customer’s internal business operations.

2.2 The Customer may permit the number of Authorised Users specified in the Order Form. The Customer may add Authorised Users in accordance with the Provider’s then-current pricing.

2.3 The Customer shall ensure that each Authorised User keeps secure their login credentials and does not share them. The Customer is responsible for all activity occurring under its account and its Authorised Users’ credentials.

2.4 The rights granted under this clause 2 are granted to the Customer only and do not extend to any Affiliate or third party unless expressly agreed in writing.

2.5 Reservation of rights. Except as expressly set out in this Agreement, no rights are granted to the Customer in the Platform, the Mobile Application, the Documentation or any related materials.

3. THE PLATFORM AND ITS FUNCTIONS

3.1 The Platform provides functionality to enable the Customer to operate an interpreting and translation agency, including the modules described in Schedule 1 (Services Description) and summarised below:

(a) Interpreter management: the creation and maintenance of Interpreter records, profiles, qualifications, languages, availability, compliance documentation and related information;

(b) Documentation management: the upload, storage, expiry tracking and retrieval of Interpreter documentation (such as identity documents, qualifications, DBS or equivalent checks, certifications and right-to-work evidence);

(c) Expenses: the recording, submission, approval and processing of Interpreter expenses;

(d) Bookings: the creation, scheduling, allocation, amendment, cancellation and tracking of Bookings;

(e) Self-billing: the generation of Self-Billed Invoices by the Customer to Interpreters in accordance with clause 4;

(f) Client invoicing: the generation of invoices by the Customer to the Customer’s clients in accordance with clause 5;

(g) Rates and calculations: the storage of Rates and the automated calculation of pay, charges, expenses, taxes and related amounts based on the Rates and rules configured by the Customer in accordance with clause 5.

3.2 The Provider may update, enhance or modify the features of the Platform from time to time provided that no such change materially degrades the core functionality of the Platform during the Term. The Provider will give the Customer reasonable notice of any change that materially affects the Customer’s use of the Platform.

3.3 The Platform and the Mobile Application are provided on a hosted, multi-tenant software-as-a-service basis. The Provider is responsible for hosting, maintaining and operating the infrastructure on which the Platform runs.

4. SELF-BILLED INVOICING BY INTERPRETERS

4.1 The Platform provides functionality enabling the Customer to operate a self-billing arrangement under which the Customer raises Self-Billed Invoices to itself on behalf of Interpreters in respect of services supplied by those Interpreters to the Customer.

4.2 The Customer acknowledges and agrees that:

(a) the Provider supplies only the software functionality that generates Self-Billed Invoices based on the data, Rates and rules that the Customer configures and the Booking and expense data that is entered into the Platform;

(b) the Customer is solely responsible for entering into a valid self-billing agreement with each relevant Interpreter and for complying with all applicable requirements of HM Revenue & Customs (HMRC) and applicable VAT legislation in respect of self-billing, including the requirement to hold a current self-billing agreement with each supplier, to review such agreements periodically, and to ensure that each supplier is VAT-registered where required;

(c) the Provider does not provide tax, accounting, VAT or legal advice, gives no warranty that any Self-Billed Invoice generated by the Platform complies with HMRC requirements, and is not responsible for the configuration of VAT treatment, VAT numbers, invoice numbering or invoice content; and

(d) the Customer is responsible for verifying the accuracy and completeness of each Self-Billed Invoice before it is issued, relied upon or submitted to any tax authority.

4.3 The Provider will make reasonable efforts to ensure that the Platform’s self-billing functionality reflects the configuration entered by the Customer, but the Customer remains responsible for the correctness of that configuration and the resulting output.

5. CLIENT INVOICING, RATES AND CALCULATIONS

5.1 The Platform enables the Customer to generate invoices to its own clients based on Bookings, expenses, Rates and rules configured by the Customer.

5.2 The Customer is solely responsible for:

(a) entering, maintaining and verifying all Rates, multipliers, uplifts, expense rules, tax rates, rounding rules and other parameters used in calculations;

(b) reviewing and verifying the accuracy of every calculation, invoice and statement generated by the Platform before it is issued or relied upon; and

(c) ensuring that all invoices issued to its clients comply with applicable law, including VAT and invoicing requirements.

5.3 Calculations disclaimer. The Platform performs calculations automatically on the basis of the Rates and rules configured by the Customer and the data entered into it. The Provider does not warrant that any calculation, total, tax amount or invoice will be accurate where the underlying Rates, rules or data are incomplete, incorrect or incorrectly configured. The Customer acknowledges that the Provider is not responsible for any commercial, financial or tax consequences arising from the Customer’s reliance on outputs generated from the Customer’s own configuration and data.

5.4 The Provider will use reasonable skill and care to ensure that the calculation engine applies the Customer’s configured Rates and rules correctly. Where the Customer demonstrates a reproducible error in the calculation engine itself (as distinct from the Customer’s configuration or data), the Provider will correct that error in accordance with the support process in Schedule 2.

6. CHARGES AND PAYMENT

6.1 The Customer shall pay the Charges set out in Schedule 4 and the Order Form. Unless stated otherwise, Charges are payable in advance.

6.2 The Provider shall invoice the Customer in accordance with the Order Form. The Customer shall pay each undisputed invoice within 30 days of the date of the invoice, to the bank account nominated in writing by the Provider.

6.3 All amounts are stated exclusive of VAT, which shall be added at the prevailing rate where applicable and payable on receipt of a valid VAT invoice.

6.4 Late payment. Without prejudice to its other rights, if the Customer fails to pay any undisputed sum by the due date, the Provider may charge interest on the overdue amount at the rate of 4% per annum above the base rate of the Bank of England from time to time, accruing daily from the due date until payment, and may suspend access to the Platform on 14 days’ written notice if the overdue amount remains unpaid.

6.5 Price changes. The Provider may increase the Charges with effect from each anniversary of the Effective Date on not less than 60 days’ written notice, provided that any increase shall not exceed 5% or the percentage increase in the UK Consumer Prices Index over the preceding 12 months, whichever is the greater, unless otherwise agreed.

6.6 All sums payable under this Agreement are non-cancellable and non-refundable except as expressly set out in this Agreement.

7. PROVIDER OBLIGATIONS

7.1 The Provider shall provide the Services in accordance with this Agreement and the Service Levels in Schedule 2, and shall use reasonable skill and care in doing so.

7.2 The Provider shall use commercially reasonable endeavours to make the Platform available in accordance with the availability target in Schedule 2, except for:

(a) planned maintenance carried out in accordance with Schedule 2; and

(b) unscheduled maintenance, provided the Provider uses reasonable efforts to give advance notice.

7.3 The Provider shall provide support in accordance with Schedule 2.

7.4 The Provider shall maintain appropriate technical and organisational security measures designed to protect Customer Data against unauthorised or unlawful processing and against accidental loss, destruction or damage, as further described in Schedule 3.

7.5 The Provider does not warrant that the Customer’s use of the Platform will be uninterrupted or error-free, or that the Platform, Documentation or Services will meet the Customer’s requirements other than as expressly set out in this Agreement.

8. CUSTOMER OBLIGATIONS AND ACCEPTABLE USE

8.1 The Customer shall:

(a) provide the Provider with reasonable cooperation and timely access to information needed to provide the Services;

(b) be responsible for procuring its own internet connectivity and compatible devices to access the Platform and the Mobile Application;

(c) ensure that its Authorised Users use the Platform in accordance with this Agreement and the Acceptable Use restrictions in Schedule 5 and our Acceptable Use Policy, and be responsible for their acts and omissions;

(d) be solely responsible for the accuracy, quality, legality and lawful basis of the Customer Data and the means by which it acquired Customer Data; and

(e) maintain appropriate consents, notices and lawful bases for the processing of personal data within the Platform, including the personal data of Interpreters and the Customer’s clients.

8.2 The Customer shall not, and shall ensure that its Authorised Users do not:

(a) attempt to copy, modify, reverse engineer, decompile, disassemble or create derivative works of the Platform or Mobile Application except to the extent permitted by law;

(b) access the Platform to build a competing product or service, or to benchmark against a competing product;

(c) introduce any Virus into the Platform, or attempt to gain unauthorised access to the Platform or its infrastructure;

(d) use the Platform to store or transmit material that is unlawful, defamatory, infringing or otherwise objectionable; or

(e) license, sell, rent, lease, or otherwise make the Platform available to any third party except Authorised Users.

8.3 The Provider may suspend access to the Platform if it reasonably believes the Customer is in material breach of clause 8.2, having given notice where practicable.

9. THE MOBILE APPLICATION

9.1 The Provider makes the Mobile Application available for download from the applicable app store(s). Use of the Mobile Application is subject to this Agreement and to the relevant app store’s terms.

9.2 The Customer shall ensure that Authorised Users keep the Mobile Application updated to a supported version. The Provider is not responsible for issues arising from the use of unsupported or modified versions of the App, or from the operating system or device of an Authorised User.

9.3 The Mobile Application may provide access to a subset of Platform functionality. The Provider may add, change or remove App features in accordance with clause 3.2.

10. IMPLEMENTATION, ONBOARDING AND DATA MIGRATION

10.1 The Provider will provide onboarding and configuration assistance as set out in Schedule 1 and/or the Order Form.

10.2 Where the Provider assists with the migration of Customer Data from existing systems, the Customer is responsible for the accuracy and completeness of the data provided for migration and for verifying the migrated data following migration.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 The Customer acknowledges that all Intellectual Property Rights in the Platform, the Mobile Application, the Documentation and the Services (excluding Customer Data) are and shall remain owned by the Provider or its licensors. Except as expressly granted, this Agreement does not transfer any IPR to the Customer.

11.2 The Customer (or its licensors) retains all Intellectual Property Rights in the Customer Data. The Customer grants the Provider a non-exclusive licence to host, copy, process, transmit and display the Customer Data to the extent necessary to provide the Services and to comply with this Agreement.

11.3 The Provider may use anonymised and aggregated data derived from use of the Platform (which does not identify the Customer, any individual, any Interpreter or any client) for the purposes of operating, improving and developing the Platform and the Services.

11.4 Provider IPR indemnity. The Provider shall indemnify the Customer against losses, damages and reasonable costs finally awarded against the Customer arising from a third-party claim that the Customer’s use of the Platform in accordance with this Agreement infringes that third party’s Intellectual Property Rights, subject to clause 11.5 and the limitations in clause 15.

11.5 The indemnity in clause 11.4 does not apply to the extent a claim arises from: (a) Customer Data; (b) use of the Platform other than in accordance with this Agreement; (c) modifications not made by the Provider; or (d) combination of the Platform with anything not supplied by the Provider. If the Platform becomes, or in the Provider’s reasonable opinion is likely to become, the subject of an infringement claim, the Provider may at its option procure the right for the Customer to continue using the Platform, modify it so it is non-infringing, or terminate the Agreement on notice and refund any prepaid Charges for the unused period.

12. DATA PROTECTION

12.1 Both parties shall comply with their respective obligations under the Data Protection Legislation. This clause 12 and Schedule 3 are in addition to, and do not relieve, remove or replace, those obligations.

12.2 The parties acknowledge that, for the purposes of the Data Protection Legislation, in respect of the personal data processed within the Platform the Customer is the controller and the Provider is the processor. The subject matter, duration, nature and purpose of the processing, the types of personal data and categories of data subjects are set out in Schedule 3.

12.3 The Provider shall, in respect of personal data processed on behalf of the Customer:

(a) process that personal data only on the documented instructions of the Customer (including as set out in this Agreement and Schedule 3), unless required by law to do otherwise;

(b) ensure that persons authorised to process the personal data are subject to confidentiality obligations;

(c) implement appropriate technical and organisational measures as described in Schedule 3;

(d) not engage a sub-processor without the Customer’s prior general or specific authorisation, and where it engages a sub-processor, impose data protection obligations equivalent to those in this clause 12;

(e) assist the Customer, taking into account the nature of the processing, in responding to data subject requests and in meeting the Customer’s obligations regarding security, breach notification, data protection impact assessments and consultation with the Information Commissioner’s Office;

(f) notify the Customer without undue delay on becoming aware of a personal data breach affecting Customer Data;

(g) at the Customer’s choice, delete or return all personal data at the end of the Term, save to the extent required to retain it by law; and

(h) make available information reasonably necessary to demonstrate compliance with this clause and allow for and contribute to audits in accordance with Schedule 3.

12.4 The Customer warrants that it has all necessary consents, notices and lawful bases in place to enable lawful transfer of the Customer Data to the Provider for the duration and purposes of this Agreement.

12.5 The Provider shall not transfer personal data outside the UK without ensuring an adequate transfer mechanism is in place in accordance with the Data Protection Legislation, as further described in Schedule 3.

13. CONFIDENTIALITY

13.1 “Confidential Information” means all information disclosed by a party (the “Disclosing Party”) to the other (the “Receiving Party”), whether before or after the Effective Date, that is marked or would reasonably be understood to be confidential, including the terms of this Agreement, the Customer Data, and the Provider’s technical and commercial information.

13.2 The Receiving Party shall keep the Disclosing Party’s Confidential Information confidential, use it only to perform its obligations or exercise its rights under this Agreement, and not disclose it except to its personnel and advisers who need to know it and who are bound by equivalent confidentiality obligations.

13.3 Clause 13.2 does not apply to information that is or becomes public through no fault of the Receiving Party, was lawfully in the Receiving Party’s possession before disclosure, is independently developed, or is required to be disclosed by law or a regulatory authority (provided the Receiving Party gives reasonable notice where lawful).

13.4 This clause 13 survives termination of this Agreement.

14. WARRANTIES

14.1 Each party warrants that it has the authority to enter into and perform this Agreement.

14.2 The Provider warrants that the Services will be provided with reasonable skill and care, and that the Platform will perform materially in accordance with the Documentation during the Term.

14.3 The Customer’s exclusive remedy for breach of clause 14.2 is for the Provider to use reasonable efforts to remedy the non-conformity in accordance with Schedule 2, or, where it cannot do so within a reasonable time, to refund the Charges paid for the affected portion of the Services.

14.4 Exclusion. Except as expressly stated in this Agreement, all warranties, conditions and terms whether express or implied by statute, common law or otherwise are excluded to the fullest extent permitted by law. In particular, the Provider gives no warranty regarding the accuracy of outputs (including invoices, Self-Billed Invoices, calculations and tax amounts) where these are derived from Rates, rules or data configured or supplied by the Customer.

15. LIMITATION OF LIABILITY

15.1 Liabilities not excluded. Nothing in this Agreement limits or excludes either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited or excluded by law; or (d) the Customer’s obligation to pay the Charges.

15.2 Excluded losses. Subject to clause 15.1, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profits; (b) loss of revenue; (c) loss of anticipated savings; (d) loss of business or goodwill; (e) loss or corruption of data or information (save to the extent caused by the Provider’s failure to comply with its security obligations); or (f) any indirect or consequential loss.

15.3 Cap on liability. Subject to clauses 15.1 and 15.2, the total aggregate liability of each party arising out of or in connection with this Agreement in any 12-month period shall not exceed the total Charges paid or payable by the Customer in the 12 months immediately preceding the event giving rise to the claim (or, in the first year, the Charges payable in that first year).

15.4 The Customer acknowledges that the Platform performs calculations and generates invoices and Self-Billed Invoices on the basis of the Customer’s configuration and data, and that the Provider shall have no liability for any tax, VAT, financial, regulatory or commercial consequence arising from inaccurate, incomplete or incorrectly configured Rates, rules or data, or from the Customer’s failure to verify outputs before relying on them.

15.5 The Provider shall not be liable for any loss arising from the Customer’s failure to maintain a valid self-billing agreement with any Interpreter or to comply with HMRC requirements.

16. TERM AND TERMINATION

16.1 This Agreement begins on the Effective Date and continues for the initial term set out in the Order Form (the “Initial Term”, and if none is stated, 12 months), and shall then renew automatically for successive periods of 12 months (each a “Renewal Term”) unless either party gives written notice of non-renewal at least 90 days before the end of the then-current term.

16.2 Either party may terminate this Agreement immediately by written notice if the other party:

(a) commits a material breach that is irremediable, or that is remediable but is not remedied within 30 days of written notice requiring it to do so;

(b) repeatedly breaches this Agreement in a manner that reasonably justifies the conclusion that its conduct is inconsistent with an intention to be bound; or

(c) becomes insolvent, enters administration, has a receiver or administrator appointed, ceases to carry on business, or suffers any analogous event in any jurisdiction.

16.3 The Provider may terminate this Agreement on 14 days’ written notice if any undisputed Charges remain unpaid more than 30 days after the due date.

17. CONSEQUENCES OF TERMINATION

17.1 On termination or expiry of this Agreement:

(a) all rights granted to the Customer under this Agreement cease and the Customer shall stop using the Platform and the Mobile Application;

(b) the Customer shall pay all outstanding Charges due up to the date of termination; and

(c) each party shall return or destroy the other’s Confidential Information on request, save to the extent required to retain it by law.

17.2 Data export. For a period of 30 days following termination or expiry, the Provider shall, on the Customer’s written request, make the Customer Data available for export in a commonly used machine-readable format (or provide reasonable assistance with export). After that period, the Provider may delete the Customer Data in accordance with Schedule 3, unless retention is required by law.

17.3 Termination does not affect any rights, remedies, obligations or liabilities that have accrued up to the date of termination.

17.4 Any provision that expressly or by implication is intended to survive termination shall continue in full force, including clauses 11, 12, 13, 15, 17 and 19.

18. FORCE MAJEURE

18.1 Neither party shall be in breach of this Agreement, nor liable for delay in performing or failure to perform any obligation (other than payment), if such delay or failure results from an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, failure of utilities or telecommunications networks, or third-party hosting or internet failures. The affected party shall notify the other and use reasonable efforts to mitigate. If the event continues for more than 60 days, either party may terminate this Agreement on written notice.

19. GENERAL

19.1 Assignment. The Customer may not assign, transfer, charge or deal in any manner with this Agreement or any rights under it without the Provider’s prior written consent. The Provider may assign or novate this Agreement to an Affiliate or to a successor in connection with a sale of its business, on written notice.

19.2 Subcontracting. The Provider may subcontract performance of any of its obligations but remains responsible for the acts and omissions of its subcontractors. Sub-processing of personal data is governed by clause 12 and Schedule 3.

19.3 Entire agreement. This Agreement, including its Schedules and the Order Form, constitutes the entire agreement between the parties and supersedes all prior agreements, representations and understandings. Each party acknowledges that it has not relied on any statement or representation not set out in this Agreement. Nothing in this clause limits liability for fraud.

19.4 Variation. No variation of this Agreement is effective unless in writing and signed by both parties (or their authorised representatives).

19.5 Waiver. No failure or delay in exercising any right is a waiver of it.

19.6 Severance. If any provision is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall continue in force.

19.7 Notices. Notices must be in writing and sent to the addresses stated in the Order Form (or to an updated address notified in writing) and, in the case of formal legal notices, by hand, pre-paid recorded post, or email with confirmation of receipt to info@tupi.solutions and the Customer’s notice address in the Order Form.

19.8 No partnership or agency. Nothing in this Agreement creates a partnership, joint venture or relationship of agency between the parties.

19.9 Third-party rights. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

19.10 Counterparts. The Order Form may be executed in counterparts, including by electronic signature, each of which when executed constitutes an original and which together form one agreement.

19.11 Governing law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter is governed by and construed in accordance with the law of England and Wales.

19.12 Jurisdiction. The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

How this agreement is entered into

This Agreement is entered into when the Customer signs an Order Form that incorporates these standard terms. The Order Form records the parties’ details, the Charges, the number of Authorised Users and the Initial Term. On signature, these terms and the Order Form together form the agreement between the parties.

SCHEDULE 1: SERVICES DESCRIPTION

1. The Platform. A cloud-hosted, multi-tenant agency management application for language interpreting and translation agencies, accessible via web browser and via the Mobile Application.

2. Core modules.

3. Mobile Application. Provides Authorised Users (including Interpreters) with access to a defined subset of functionality, which may include viewing assignments, accepting/declining Bookings, recording availability, submitting expenses and uploading documentation.

4. Onboarding. Onboarding, configuration assistance, and any data migration or training are as described in the Order Form.

SCHEDULE 2: SERVICE LEVELS AND SUPPORT

1. Availability. The Provider will use commercially reasonable endeavours to make the Platform available 99.5% of the time, measured monthly, excluding Planned Maintenance and Force Majeure events.

2. Planned maintenance. The Provider will give at least 48 hours’ notice of planned maintenance and will use reasonable efforts to schedule it outside Normal Business Hours.

3. Support. Support is available during Normal Business Hours by email at info@tupi.solutions.

4. Incident response targets.

5. Service credits / remedies. The sole remedy for failure to meet the availability target is the support process in this Schedule, unless the Order Form states otherwise.

6. Backups. The Provider will take backups of Customer Data at least daily and retain them for 21 days, matching clause 8.3 of the Data Processing Agreement.

SCHEDULE 3: DATA PROCESSING

1. Roles. The Customer is the controller and the Provider is the processor.

2. Subject matter and duration. Processing of Customer Data for the provision of the Services for the duration of the Term and any data export/deletion period.

3. Nature and purpose of processing. Hosting, storage, organisation, retrieval, calculation, transmission, backup and deletion of Customer Data to provide the Platform functions described in Schedule 1.

4. Types of personal data. Includes: names, contact details, addresses, dates of birth, identity and right-to-work documents, qualifications and certifications, bank and payment details, National Insurance / tax identifiers, availability and assignment records, expense records, and information relating to the Customer’s clients and end-service users. May include special category data (e.g. where documentation reveals such data) and information relevant to criminal records checks, the Customer is responsible for ensuring an appropriate lawful basis and conditions for such processing.

5. Categories of data subjects. Interpreters; the Customer’s staff and Authorised Users; the Customer’s clients and their representatives; and, where entered, end-service users referenced in Bookings.

6. Sub-processors. The Provider’s current sub-processors are listed on our sub-processors page. The Provider will give 30 days’ notice of any intended change and the Customer may object on reasonable data protection grounds.

7. International transfers. The Platform is hosted in the United Kingdom. Some email-receiving infrastructure and some AI processing operate in the EEA (Ireland). Where personal data is transferred outside the UK, an appropriate safeguard is in place, such as a UK adequacy decision, the UK International Data Transfer Agreement (IDTA) or the UK Addendum to the EU Standard Contractual Clauses.

8. Security measures. Encryption in transit and at rest; individual accounts with role separation enforced server-side on every request; network segregation, with no publicly accessible database; managed secrets and key-based server access; version-controlled change control; automated backups; dependency vulnerability alerting; and staff confidentiality obligations. Annex B to the Data Processing Agreement is the operative list of measures and is kept current; where the two differ, Annex B applies.

9. Audit. The Provider will make available information necessary to demonstrate compliance and allow audits no more than once per year on reasonable notice, or following a personal data breach, subject to confidentiality.

10. Breach notification. Without undue delay, and in any event within 24 hours of becoming aware of a personal data breach affecting Customer Data, matching clause 6.1 of the Data Processing Agreement.

11. Return/deletion. On termination, and following the 30-day export period in clause 17.2, return or deletion of Customer Data at the Customer’s election within 90 days, as set out in clause 8.2 of the Data Processing Agreement, unless retention is legally required. Backups are taken daily and retained for 21 days, so a copy may persist for that period after deletion (clause 8.3).

SCHEDULE 4, CHARGES

The Charges, the subscription fee, any per-user fees, onboarding or setup fees, data migration or training fees, billing frequency and payment method, are as set out in the applicable Order Form or written quotation. Bespoke development, integrations and additional professional services are charged separately at the Provider’s then-current rates, subject to a separate statement of work.

SCHEDULE 5: ACCEPTABLE USE

This Schedule should be read together with our Acceptable Use Policy, which also applies. The Customer shall not, and shall procure that its Authorised Users shall not, use the Platform or Mobile Application to:

1. store, transmit or process material that infringes any third party’s rights or is unlawful, defamatory, obscene or harassing;
2. introduce or transmit any Virus or malicious code;
3. attempt to gain unauthorised access to, probe, scan or test the vulnerability of the Platform or its infrastructure;
4. interfere with or disrupt the integrity or performance of the Platform or the data of other customers;
5. reverse engineer, decompile or disassemble the Platform except to the extent permitted by law;
6. use the Platform to build or benchmark a competing product or service;
7. resell, sublicense or otherwise commercially exploit the Platform beyond the permitted use; or
8. exceed the agreed number of Authorised Users without payment of the applicable additional Charges.

Breach of this Schedule is a material breach of the Agreement and may result in suspension under clause 8.3.