INTERPRETER END USER AGREEMENT

For the TupiEx mobile application, TupiNow and TupiManage web applications

Version 1.0, effective 18 August 2026

IMPORTANT: PLEASE READ BEFORE USING THE SOFTWARE

This Interpreter End User Agreement (the “Agreement”) is a legal agreement between you, the individual interpreter or language professional using the Software (“you” or the “Interpreter”), and 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 (“Tupi”, “we”, “us” or “our”).

By creating an account, ticking the acceptance box, installing or using TupiEx, 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 install, access or use the Software.

If you are accessing TupiNow or TupiManage in connection with an agency that engages you, your access also depends on that agency’s licence (see clause 3).

1. DEFINITIONS

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

“Client” means a customer of an Agency that uses the Software under the Agency’s licence.

“Core Functionality” means the features of TupiEx that we make available to Interpreters free of charge from time to time, as described in clause 2.

“Pro Features” means features of TupiEx that we may make available for a charge, or that are unlocked through an Agency’s licence to TupiNow and/or TupiManage, as described in clause 2.

“Pricing Document” means the separate document published or provided by us (or, where relevant, by the Agency) that sets out the charges for TupiNow, TupiManage and TupiEx Pro Features, as amended from time to time.

“Software” means, collectively, TupiEx, TupiNow and TupiManage, including any updates, and the related documentation.

“TupiEx” means our mobile application for interpreters, available for download to mobile devices.

“TupiManage” means our web application for the management of an interpreting/translation agency’s operations, licensed by an Agency.

“TupiNow” means our web application for on-demand telephone interpreting, routing incoming client calls to available interpreters on an Agency’s roster and managing those assignments in real time, licensed by an Agency.

“Your Content” means the data, documents and information you submit to or generate within the Software, including your profile, qualifications, documentation, availability, expenses and assignment records.

2. THE APPLICATIONS AND HOW THEY ARE LICENSED

2.1 TupiEx (mobile application)

(a) Free Core Functionality. We make the Core Functionality of TupiEx available to you free of charge. We may change what is included in the Core Functionality from time to time.

(b) Pro Features (future / chargeable). We may make additional Pro Features available. Some Pro Features may be offered to you for a charge in accordance with the Pricing Document, and some Pro Features may be unlocked for you because your Agency holds a licence to TupiNow and/or TupiManage. We are not obliged to introduce any Pro Feature, and we may add, change, withdraw or re-price Pro Features at any time, subject to clause 13.

(c) We grant you a personal, limited, non-exclusive, non-transferable, revocable licence to install and use TupiEx on devices you own or control, for your own use as an interpreter, in accordance with this Agreement.

2.2 TupiNow and TupiManage (web applications)

(a) TupiNow and TupiManage are licensed by the Agency, not by you directly. Where an Agency holds a valid licence, the Agency may permit you (and the Agency’s Clients) to access and use TupiNow and/or TupiManage under that licence.

(b) Your right to use TupiNow and/or TupiManage:

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

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

(iii) depends on the Agency’s licence remaining in force. If the Agency’s licence ends, is suspended or its scope changes, your access to TupiNow and/or TupiManage (and any related TupiEx Pro Features unlocked through it) may end, be suspended or change accordingly, without liability to you on our part.

(c) You will not be charged by us for using TupiNow or TupiManage; the applicable charges are payable by the Agency under the Pricing Document and the Agency’s own agreement with us.

2.3 Pricing

The charges for TupiNow, TupiManage and any chargeable TupiEx Pro Features are set out in the Pricing Document and are not part of this Agreement. Where a charge would apply directly to you for a TupiEx Pro Feature, we will make the price clear and obtain your agreement before you incur it.

3. RELATIONSHIP BETWEEN YOU, THE AGENCY AND TUPI

3.1 We are a software provider only. We provide the Software. We do not engage, employ, supervise, pay or contract you to provide interpreting or translation services. Your engagement, assignments, rates of pay, expenses and payment are matters between you and the Agency.

3.2 Nothing in this Agreement creates any employment, agency, partnership or worker relationship between you and Tupi.

3.3 We are not a party to, and are not responsible for, any contract or arrangement between you and an Agency or a Client, including any self-billing arrangement, payment terms, rate agreement or dispute.

3.4 Where the Software displays, calculates or generates assignments, expenses, rates, invoices or self-billed invoices, it does so based on data and settings entered by you, the Agency and/or the Client. We are not responsible for the accuracy of that underlying data or for the commercial or tax consequences of it (see clauses 6 and 10).

4. ELIGIBILITY AND YOUR ACCOUNT

4.1 You must be at least 18 years old and legally able to enter into this Agreement.

4.2 You must provide accurate registration information and keep it up to date. You are responsible for keeping your login credentials confidential and for all activity under your account. Notify us promptly at info@tupi.solutions if you suspect unauthorised use.

4.3 You may hold a single Interpreter account that may be associated with one or more Agencies. You must not share your account or let anyone else use it.

5. YOUR CONTENT, DOCUMENTATION AND ACCURACY

5.1 You are responsible for the accuracy, completeness and lawfulness of Your Content, including any qualifications, certifications, identity, right-to-work and background-check documentation you upload.

5.2 You grant us a non-exclusive licence to host, store, process and display Your Content as necessary to operate the Software and provide it to you and (where relevant under the Agency’s licence) to the Agency and its Clients.

5.3 You acknowledge that documentation you upload may be visible to, and relied upon by, your Agency for compliance and engagement purposes. You must keep your documentation current and must not upload any document you are not entitled to share.

5.4 You must not upload content that is unlawful, infringing, misleading, or that contains a Virus or malicious code.

6. EXPENSES, RATES, BOOKINGS AND SELF-BILLING

6.1 The Software may allow you to record availability, accept or decline assignments, submit expenses and view rates, pay and self-billed invoices generated under your Agency’s arrangements.

6.2 Payments are made by the Agency, not by Tupi. Any pay, expenses or self-billed invoice amounts shown in the Software reflect data and rules configured by the Agency. We do not pay you, do not guarantee any amount, and are not responsible for whether, when or how the Agency pays you.

6.3 Self-billing. Where your Agency operates a self-billing arrangement, any self-billed invoice generated through the Software is raised under the self-billing agreement between you and the Agency. You are responsible for ensuring you have a valid self-billing agreement with the Agency and for your own tax and VAT obligations. We provide the software function only and give no tax, VAT or accounting advice.

6.4 You should check all figures (assignments, expenses, rates, pay and invoices) and raise any discrepancy with your Agency. We are not responsible for resolving payment or rate disputes between you and an Agency or Client.

7. ACCEPTABLE USE

You must also comply with our Acceptable Use Policy, which forms part of this Agreement. In particular, you agree that you will not:

(a) use the Software other than as permitted by this Agreement and any permissions assigned by your Agency;

(b) copy, modify, reverse engineer, decompile or disassemble any part of the Software except to the extent permitted by law;

(c) attempt to gain unauthorised access to the Software, other users’ data, or our systems;

(d) introduce any Virus or malicious code, or interfere with the operation, security or integrity of the Software;

(e) use the Software to store or transmit unlawful, infringing, defamatory or harassing material;

(f) access another interpreter’s, Agency’s or Client’s data without authorisation; or

(g) use the Software to build or assist a competing product.

We may suspend or restrict your access if we reasonably believe you have breached this clause.

8. INTELLECTUAL PROPERTY

8.1 The Software, including all Intellectual Property Rights in it, is owned by us or our licensors. Except for the limited rights expressly granted to you, no rights are transferred to you.

8.2 You retain all rights you have in Your Content, subject to the licence granted in clause 5.2.

8.3 The names “Tupi”, “TupiEx”, “TupiNow” and “TupiManage” and related logos are our trade marks and may not be used without our prior written consent.

9. PRIVACY AND DATA PROTECTION

9.1 We process personal data in accordance with the UK GDPR and the Data Protection Act 2018. Our Privacy Notice explains how we handle personal data and forms part of this Agreement.

9.2 You acknowledge that, depending on the context:

(a) when you use TupiEx for your own purposes (for example the free Core Functionality and your own account), we may act as a controller of certain personal data, as described in our Privacy Notice; and

(b) when you use TupiNow, TupiManage, or features made available through your Agency’s licence, much of the personal data is processed on behalf of, and under the control of, the Agency (the Agency being the controller and Tupi the processor). In that context the Agency’s own privacy notice and policies also apply, and you should direct data requests relating to that processing to the Agency.

9.3 You are responsible for ensuring that any personal data you enter about other people (for example within assignment notes) is provided lawfully and that you are permitted to share it.

9.4 Your statutory data protection rights (including rights of access, rectification and erasure) are not affected by this Agreement.

10. AVAILABILITY, UPDATES AND DISCLAIMERS

10.1 We aim to make the Software available reliably, but we do not guarantee that it will be uninterrupted, error-free or available at all times. We may carry out maintenance and may update or change the Software (including the Core Functionality and Pro Features) from time to time.

10.2 The free Core Functionality of TupiEx is provided “as is” and “as available”. To the fullest extent permitted by law, and subject to clause 11, we exclude all implied warranties in respect of the free Core Functionality.

10.3 We are not responsible for the accuracy of calculations, rates, expenses, pay figures or invoices where these are derived from data or settings entered by you, an Agency or a Client. You should verify such figures before relying on them.

10.4 We are not responsible for your device, operating system, network connectivity, or for any third-party app store terms that apply to your download and use of TupiEx.

11. YOUR CONSUMER RIGHTS

11.1 If you are using the Software as a consumer (rather than wholly or mainly for the purposes of your trade, business or profession), you have legal rights under consumer protection law, including the Consumer Rights Act 2015, that are not excluded or limited by this Agreement. Nothing in this Agreement affects those rights.

11.2 Where you use the Software for the purposes of your interpreting business or profession, the business-to-business provisions of clauses 10 and 12 apply to you.

12. LIMITATION OF LIABILITY

12.1 Nothing in this Agreement limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by law (including, where you are a consumer, your statutory rights under clause 11).

12.2 Subject to clause 12.1, we are not liable to you for: (a) loss of profit, income, business or anticipated savings; (b) loss arising from the acts, omissions, payment decisions or solvency of any Agency or Client; (c) loss arising from inaccurate data, rates, calculations or invoices configured or entered by you, an Agency or a Client; or (d) any indirect or consequential loss.

12.3 Subject to clauses 12.1 and 12.2, our total liability to you arising out of or in connection with this Agreement and your use of the Software shall not exceed:

(a) in respect of the free Core Functionality of TupiEx, £100; and

(b) in respect of any chargeable TupiEx Pro Features you have paid for directly, the amount you paid us for those Pro Features in the 12 months before the event giving rise to the claim.

12.4 Because TupiNow and TupiManage are licensed by the Agency, our obligations and liability in respect of those applications are owed to the Agency under the Agency’s agreement with us, and not to you.

13. CHANGES TO THIS AGREEMENT

13.1 We may update this Agreement from time to time. If we make a material change, we will notify you (for example in-app or by email) and, where appropriate, ask you to accept the updated Agreement before continuing to use the Software.

13.2 If you do not accept a material change, your remedy is to stop using the Software. Continued use after an update takes effect constitutes acceptance.

14. SUSPENSION AND TERMINATION

14.1 You may stop using the Software and close your account at any time.

14.2 We may suspend or terminate your access (in whole or in part) if: (a) you materially breach this Agreement; (b) we are required to do so by law; (c) your Agency’s licence to TupiNow and/or TupiManage ends or changes (in respect of the affected applications and features); or (d) we discontinue an application or feature, on reasonable notice where practicable.

14.3 On termination, the rights granted to you cease and you must stop using the affected Software. Clauses that by their nature should survive (including clauses 8, 9, 12 and 15) continue to apply.

14.4 Where you have paid us directly for a TupiEx Pro Feature, the treatment of any prepaid amount on termination will be as set out in the Pricing Document and applicable consumer law.

15. GENERAL

15.1 Entire agreement. This Agreement and the documents it refers to (the Privacy Notice, the Acceptable Use Policy and, where applicable, the Pricing Document) form the entire agreement between you and us regarding your use of the Software.

15.2 Assignment. You may not transfer your rights under this Agreement. We may transfer ours to a group company or successor, provided your rights are not adversely affected.

15.3 Third parties. Except that an Agency may rely on the provisions confirming that TupiNow/TupiManage are licensed to it, no one other than you and us has any right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.

15.4 Severance and waiver. If any provision is held invalid, the rest continues in force. A delay in enforcing a term is not a waiver of it.

15.5 Notices. We may contact you in-app or at the email address on your account. You can contact us at info@tupi.solutions.

15.6 Governing law and jurisdiction. This Agreement is governed by the law of England and Wales. Disputes are subject to the exclusive jurisdiction of the courts of England and Wales, except that if you are a consumer resident elsewhere in the UK you may also bring proceedings in your local courts.

ACCEPTANCE

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

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