CLIENT END USER AGREEMENT

For client access to TupiNow and TupiManage under an Agency’s licence

Version 1.0, effective 18 August 2026

IMPORTANT: PLEASE READ BEFORE USING THE SOFTWARE

This Client End User Agreement (the “Agreement”) is a legal agreement between you, the organisation or individual accessing the Software as a client of an Agency (“you” or the “Client”), and Tupi Solutions Limited (“Tupi”, “we”, “us”, “our”).

By ticking “I agree” / “Accept”, or by accessing or using TupiNow or TupiManage, you confirm that you have read, understood and agree to be bound by this Agreement. If you do not agree, do not access or use the Software.

Your access depends on the Agency’s licence (see clause 2). If you are accepting on behalf of an organisation, you confirm you have authority to bind it.

1. DEFINITIONS

“Agency” means the language interpreting/translation agency that provides services to you and that holds a licence to TupiNow and/or TupiManage under which you are permitted to use the Software.

“Booking” means a request for, or record of, interpreting/translation services placed or managed through the Software.

“Software” means TupiNow and TupiManage (and any related functionality made available to you), including updates and related documentation.

“TupiNow” and “TupiManage” have the meanings given in our other terms and our published materials.

“Your Content” means data and information you submit to or generate within the Software, including Booking requests, assignment details and related information.

2. YOUR ACCESS IS UNDER THE AGENCY’S LICENCE

2.1 TupiNow and TupiManage are licensed by the Agency, not by you directly. The Agency may permit you to access and use the Software under its licence.

2.2 Your right to use the Software:

(a) is granted to you as a permitted user under the Agency’s licence;

(b) is limited to the features, scope and permissions the Agency assigns to you; and

(c) depends on the Agency’s licence remaining in force. If the Agency’s licence ends, is suspended or changes, your access may end, be suspended or change accordingly, without liability to you on our part.

2.3 We will not charge you for using the Software; charges (if any) are a matter between you and the Agency. Pricing applicable to the Agency is set out in a separate Pricing Document and is not part of this Agreement.

3. RELATIONSHIP BETWEEN YOU, THE AGENCY AND TUPI

3.1 We are a software provider only. We provide the Software. The interpreting/translation services you receive are provided by the Agency and its interpreters, not by us.

3.2 We are not a party to, and are not responsible for, any contract between you and the Agency, including service terms, pricing, invoices, cancellations or disputes.

3.3 Where the Software displays Bookings, rates, invoices or other information, it does so based on data and settings entered by the Agency (and, where applicable, you). We are not responsible for the accuracy of that data or for the services delivered.

4. YOUR ACCOUNT

4.1 You must provide accurate information, keep your login credentials confidential, and are responsible for activity under your account. Notify us or the Agency promptly of any suspected unauthorised use.

4.2 You must be at least 18 and legally able to enter into this Agreement.

5. ACCEPTABLE USE

You agree to comply with our Acceptable Use Policy. In particular you will not: misuse the Software; attempt to access data or accounts you are not authorised to access; introduce malicious code; reverse engineer the Software (except as permitted by law); or use it to build a competing product.

6. YOUR CONTENT AND DATA PROTECTION

6.1 You grant us a non-exclusive licence to host and process Your Content as needed to provide the Software.

6.2 You must ensure that any personal data you enter (for example about individuals needing interpreting services) is provided lawfully and that you are permitted to share it.

6.3 In respect of personal data processed within TupiNow and TupiManage, the Agency is the controller and we act as a processor on the Agency’s behalf. The Agency’s privacy notice governs that processing. Our handling of any personal data for which we are the controller (such as your account and login data) is described in our Privacy Notice. Your statutory data protection rights are not affected by this Agreement.

7. INTELLECTUAL PROPERTY

All Intellectual Property Rights in the Software are owned by us or our licensors. Except for the limited right to use the Software under the Agency’s licence, no rights are transferred to you. “Tupi”, “TupiNow” and “TupiManage” and related logos are our trade marks.

8. AVAILABILITY AND DISCLAIMERS

8.1 We aim to provide the Software reliably but do not guarantee it will be uninterrupted or error-free, and we may carry out maintenance and updates.

8.2 We are not responsible for the accuracy of information derived from data or settings entered by the Agency or you, or for your device, network or browser.

9. YOUR CONSUMER RIGHTS

If you use the Software as a consumer (rather than for the purposes of your trade, business or profession), nothing in this Agreement affects your statutory rights under consumer protection law, including the Consumer Rights Act 2015.

10. LIMITATION OF LIABILITY

10.1 Nothing in this Agreement limits or excludes our liability for death or personal injury caused by our negligence, for fraud, or for any liability that cannot be limited by law (including your statutory consumer rights).

10.2 Subject to clause 10.1, we are not liable for: loss of profit, business or anticipated savings; loss arising from the acts, omissions or services of the Agency or its interpreters; loss arising from inaccurate data or settings entered by the Agency or you; or any indirect or consequential loss.

10.3 Subject to clauses 10.1 and 10.2, because the Software is licensed to the Agency, our obligations and liability in respect of TupiNow and TupiManage are owed to the Agency under the Agency’s agreement with us, and our total liability to you (if any) arising out of or in connection with this Agreement shall not exceed £100.

11. SUSPENSION AND TERMINATION

11.1 You may stop using the Software at any time.

11.2 We may suspend or end your access if you breach this Agreement or the Acceptable Use Policy, if required by law, if the Agency’s licence ends or changes, or if we discontinue the Software (on reasonable notice where practicable).

11.3 Clauses that by their nature should survive (including clauses 6, 7, 10 and 12) continue after termination.

12. GENERAL

12.1 Changes. We may update this Agreement; material changes will be notified and may require you to accept the updated version before continuing.

12.2 Entire agreement. This Agreement, the Acceptable Use Policy and the Privacy Notice form the entire agreement between you and us about your use of the Software.

12.3 Assignment. You may not transfer your rights. We may transfer ours to a group company or successor without adversely affecting your rights.

12.4 Third parties. Except that an Agency may rely on the provisions confirming the Software is licensed to it, no one other than you and us may enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.

12.5 Governing law. This Agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction, except that a consumer resident elsewhere in the UK may bring proceedings locally.

ACCEPTANCE

By ticking “I agree” / “Accept”, or by accessing or using TupiNow or TupiManage, you confirm that you have read and agree to this Client End User Agreement.

Accepted by: auto-recorded, name, organisation, account ID, date/time, version.