”Customer” shall mean a legal entity specified in the Order that has ordered the Service from Tulka.
“Customer Data” shall mean all data submitted by Users to the Service.
“Intellectual Property Rights” shall mean copyrights and related rights (including e.g. database and catalogue rights and photography rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights.
”User(s)” shall mean an employee of Customer that has been granted a user account to the Service based on the Order.
”Trial Use” shall mean free of charge trial use of the Service as separately agreed upon between Customer and Tulka.
”Devices” shall mean the devices and connections (e.g. phones and data packages) identified in the Order, that have been leased by Tulka to Customer for use of the Service during the term of this Agreement.
“Party” shall mean Customer or Tulka (jointly the “Parties”).
”Service” shall mean the smart device application (and/or browser version and/or other version) for on-demand interpretation and the interpretation offered by Tulka through the application’s video or audio connection.
“Order” shall mean a written or electronic order by Customer accepted by Tulka for the order of Service executed between the Parties, including orders made on Tulka’s website.
”Tulka” shall mean Tulka Oy (business ID FI27579091).
”Interpreter” shall mean Tulka’s interpreter that performs the interpretation requested by Customer through the Service.
2. Tulka’s Service
2.1. The Customer can use the Service to request interpretation from Tulka. The Customer acknowledges that the Service is still under development and that all of the Service’s functionalities are not yet in their final form (i.e. in relation to technical reliability).
2.2. The interpretation is ordered by the User through the Service by selecting the preferred interpretation language and pressing a button in the Service. The request reaches all suitable and available Interpreters (if available). The Interpreter is selected from Tulka’s interpreter community based on the information entered to the Service by the User.
2.3. The interpretation is performed through video and/or audio transmitted via the Service.
2.4. After the interpretation, both Interpreter and User can rate the interpretation on a five-star scale. Tulka shall immediately commence additional induction and/or other measures if an Interpreter providing interpretation to Customer repeatedly rates below four stars.
2.5. When the interpretation commences, the User shall provide the Interpreter with all information necessary for performing the interpretation, to ensure that the Interpreter is able to assist the User in the best possible way.
2.6. User acknowledges that an individual Interpreter has the right to refuse performing the interpretation (e.g. in case of conflict of interest).
2.7. Tulka shall deliver the agreed Devices to Customer in the manner agreed between the Parties. Tulka leases the Devices to the Client for the term of the Agreement for a fee set out in the Order. For clarity, the Parties agree that the ownership of the Devices shall not be transferred to Customer.
2.8. Users shall not use the Devices for any other purpose than for using the Service. Customer is responsible for the appropriate use and storage of the Devices and is responsible for the Devices not getting damaged during the lease period as well as for the Devices being returned to Tulka upon the expiry of the lease period.
2.9. Parties may agree on Trial Use in the Order. Customer acknowledges that Interpreters available for Trial Use might not be same as the Interpreters available for the full version of the Service.
3. Use of the Service
3.1. Subject to the terms and conditions of this Agreement, Customer shall have the right to use the Service during the term of this Agreement.
3.2. Customer shall use the Service only through the interfaces provided by Tulka and only for the purpose of this Agreement. Customer is not entitled to make copies of or to record the Service or the content thereof (e.g. interpretations).
3.3. Customer does not have a right to resell or distribute the Service or its contents or a part thereof. Tulka reserves all Intellectual Property Rights to the Service and the user analytics. No Intellectual Property Rights to the Service or any other Intellectual Property Rights belonging to Tulka are transferred to the Customer.
3.4. Customer shall be responsible for the acquisition and costs of all devices and connections needed for the use of the Service.
3.5. Customer agrees not to use the Service or the Devices for any unlawful or illegal actions.
3.6. Customer shall not to use the Service or the Devices for data storage or for making backup copies.
3.7. The Service records e.g. the Interpreter, the User and the duration and time of the interpretations performed through the Service for purposes of quality control, invoicing and analytics.
3.8. Tulka does not save, record or monitor interpretations performed through the Service.
4. User accounts
4.2. Tulka creates to Customer the number of User accounts agreed between the Parties for the use of the Service. For Trial Use only one (1) user account shall be created.
4.4. Customer undertakes not to let third parties use the Customer’s user accounts or the Devices. The Customer is responsible for all actions made in the Service by using Customer’s user accounts or by using the Devices.
4.5. Customer shall prevent unauthorized use of Customer’s user accounts and Devices and keep the Customer’s login information to the Service confidential.
4.6. In case of any unauthorized use of user accounts or Devices, Customer shall notify Tulka thereof immediately.
4.7. Customer shall provide Tulka with correct and up-to-date information required for creating user accounts, for customer communication and for invoicing. Customer shall notify Tulka immediately in case such information has changed.
5. Customer data
5.1. Customer retains all Intellectual Property Rights in the Customer Data. Tulka has the right to use Customer Data for providing the Service to the Customer. Customer ensures that the Customer Data can be lawfully used for the purposes of this Agreement.
6. Personal data
6.2. To the extent the Customer Data includes personal data, Customer is the controller of such data and Tulka processes, by providing the Service to Customer, such personal data on behalf of Customer as processor for the purposes of this Agreement during the term thereof. Such personal data may include data concerning the Customer’s customers or employees (the types of data included in the Customer Data, such as contact details).
6.3. To the extent Tulka processes personal data on behalf of Customer:
a. Customer shall be considered the data controller under the EU regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“General Data Protection Regulation”) and any other applicable data protection laws and is responsible for the lawful collection, processing and use, and for the accuracy of the personal data, as well as for preserving the rights of the individuals concerned. If and to the extent legally required, Customer shall inform the individuals concerned regarding the processing of their personal data by Tulka and shall obtain their consent if necessary.
b. Customer acknowledges that due to the nature of Service, Tulka cannot control and has no obligation to verify personal data Customer transfers to Tulka for processing on behalf of Customer when Customer uses the Service.
c. Tulka shall not use personal data for any purpose other than that of providing the Service. Tulka shall process personal data in accordance with this Agreement and documented instructions from Customer. Customer’s instructions must be commercially reasonable, compliant with applicable data protection laws and consistent with this Agreement. In case Tulka deems that the instructions of the Customer are not compliant with the General Data Protection Regulation or any other applicable data protection laws, Tulka is not required to comply with such Customer’s instructions.
d. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Tulka’s processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Tulka shall implement and maintain appropriate technical and organizational security measures in order to safeguard the personal data against unauthorised or unlawful processing and damage, and in particular against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data.
e. To respond to requests from individuals exercising their rights as foreseen in applicable data protection laws, such as the right of access and the right to rectification or erasure, the Customer shall primarily use the functionalities of the Service. In case the Customer requires additional assistance from Tulka in order to respond to such requests, Tulka shall provide Customer with commercially reasonable assistance, without undue delay, taking into account the nature of the processing. Tulka shall further provide Customer with commercially reasonable assistance in ensuring compliance with Customer’s obligations to perform security and data protection impact assessments, breach notifications and prior consultations of the competent supervisory authority, as set out in the applicable data protection law, taking into account the nature of the processing and the information available to Tulka. In case such assistance requires measures from Tulka, Customer shall pay additional reasonable remuneration to Tulka for handling such assistance requests.
f. In addition, Tulka shall:
* ensure that individuals processing personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
* include in a contract with subprocessors who will process personal data on behalf of Customer, provisions which are materially equivalent to those in this Agreement.
g. Customer accepts that Tulka may have personal data processed and accessible by Tulka or its subprocessors outside Customer’s country of domicile to provide the Service. In case the processing is subject to any EU data protection law and personal data is transferred from the European Economic Area (“EEA”) for processing in any country outside the EEA that is not recognized by the European Commission as providing an adequate level of protection for personal data, Tulka provides for appropriate safeguards by standard contractual clauses, adopted or approved by the European Commission and applicable to the processing outside the EEA or by any other appropriate safeguard as set out in the General Data Protection Regulation.
h. Customer or an auditor appointed by Customer shall with the assistance of Tulka have the right to audit the processing activities of Tulka under this Agreement to assess the compliance of Tulka with the personal data processing terms of this Agreement and Tulka shall provide to Customer information necessary to demonstrate compliance with the obligations laid down in this Section 6.3. Customer shall be responsible for the costs incurred by Tulka or Customer in relation to the audit.
i. Where an audit may lead to the disclosure of business or trade secrets of Tulka or threaten intellectual property rights of Tulka, Customer shall employ an independent auditor, that is not a competitor of Tulka, to carry out the audit, and the expert shall agree to be bound to confidentiality to Tulka’s benefit.
j. Customer gives its general authorization to allow Tulka to involve Tulka’s affiliated companies and other subcontractors as subprocessors to process personal data in connection with the provision of Service.
k. Tulka is free to choose and change its subprocessors. Upon request, Tulka shall inform Customer of subprocessors currently involved. In case there is a later change of subprocessor (addition or replacement), Tulka shall notify Customer of such change. In case Customer objects such change of subprocessor on reasonable grounds, Customer has the right to request change of the subprocessor. If Tulka is not willing to change the subprocessor Customer has objected, Customer shall have the right to terminate this Agreement.
l. Tulka shall, without undue delay after having become aware of it, inform Customer in writing about any data breaches relating to personal data. Tulka shall use reasonable endeavours to assist Customer in mitigating, where possible, the adverse effect of any personal data breach, taking into account the nature of Tulka’s processing and the information available to Tulka.
m. Within a reasonable time after the termination or expiry of this Agreement or after the Customer has permanently ceased to use the Service, Tulka shall permanently delete personal data from its storage media, except to the extent that Tulka is under a statutory obligation to continue storing such personal data.
7. Fees and Payment
7.1. The fees for the Service and the Devices are set out in the Order. Trial Use shall be free of charge.
7.2. Value added tax shall be added to the fees and be borne by Customer in accordance with applicable tax regulations.
7.3. The fees are invoiced on a monthly basis in arrears based on the Customer’s use of the Service and the leased Devices. Payment shall be made automatically by credit card notified by Customer to Tulka or against an invoice issued by Tulka to Customer.
7.4. The payment term is 14 days net from the date of invoice. Tulka shall have the right, without prior notice, to deny User access to the Service in the event Customer has not paid the fees by the due date.
7.5. Tulka shall be entitled to adjust the fees of the Service at any time with a 30 days prior notice. The change shall not affect the fees applicable to payment terms prior to the effective date of the change. If Customer does not accept the adjusted fees, Customer has the right to terminate the Agreement prior to the effective date of such adjustment.
8. Interruptions and Modifications
8.1. Tulka reserves the right to interrupt the Service for maintenance reasons. In case of interruptions, Tulka strives to provide the Users with prior notice, or, if this is not reasonably possible, without undue delay after Tulka has become aware of the reasons for the interruption.
8.2. Tulka is constantly developing the Service and Tulka reserves the right to modify or remove functionalities and features of the Service.
8.3. Tulka reserves the right to deny a Customer or a User access to the Service without prior notice to the User if Tulka reasonably suspects that the Customer or User has violated the Agreement.
8.4. Tulka offers Customer user support in accordance with the provisions on Tulka’s website. Questions and notifications relating to the use of the Service or the Devices shall be sent to Tulka’s user support.
9.1. The Parties shall not disclose to third parties any material or information marked as confidential or which should be understood to be confidential, and shall not use such material or information for any other purposes than the purposes of this Agreement.
9.2. Each Party shall promptly upon termination, or earlier upon request by the other Party when the Confidential Information is no longer needed for the purpose of the Agreement, cease to use the Confidential Information received from the other Party and upon request return to the other Party or destroy all Confidential Information and any copies thereof.
9.3. Any confidential information or personal data disclosed in relation to the interpretations shall be deemed confidential. Interpreter and Tulka shall keep confidential and secret all confidential information and personal data obtained by Interpreter or Tulka in relation to performing the interpretation. Such information may only be used the purposes of performing the interpretation. Tulka’s Interpreters shall perform the interpretation only in premises where the confidentiality of the interpretation is secured.
9.4. Interpreter is entitled to disclose the content of the interpretation only to its own Tulka interpreter mentor and with the individuals belonging to Tulka’s management. Such disclosures shall always be anonymised to secure the confidentiality of the identity or other personal information of the individuals participating in the interpretation. Tulka’s interpreter mentors and Tulka’s management are committed to keep confidential any information obtained through the interpretations.
9.5. The rights and responsibilities under this Section shall stay in force during a term of 5 years from the termination of this Agreement, unless otherwise required by applicable law. Confidential information obtained in connection with the interpretations shall remain in effect indefinitely.
10. Term and Termination
10.1. Customer and Tulka have agreed on the term and termination of the Agreement in the Order.
10.2. Unless otherwise agreed in the Order, the Agreement shall enter into force on the date both Parties have accepted the Agreement and remain in force for a fixed term of 12 months. After the fixed term, the Agreement shall remain in force until further notice unless terminated by either Party with a 3-month notice to the other Party.
10.3. For clarity, each Party may terminate the Agreement at any time during the Trial Use. The provisions set out in Section 10.2. regarding the fixed term and termination notice shall not be applicable to the Trial Use.
10.4. The Party shall terminate the Agreement with a written notice (e.g. by email) to the other Party.
10.5. Each Party shall have the right to terminate this Agreement with immediate effect upon written notice to the other Party if the other Party commits a material breach of any of the terms and conditions of this Agreement and does not remedy such breach within 30 days of written notice thereof. The Customer’s payment delay exceeding 30 days shall be deemed a material breach of this Agreement.
10.6. Customer shall promptly upon termination of the Agreement cease using the Service and the Devices and return to Tulka the Devices on its own cost.
11. Limitation of liability
11.1. The Service and the Devices shall be provided "as is". The Parties are not liable to each other for any indirect or consequential damages. This limitation shall not apply in cases of intentional misconduct or gross negligence.
11.2. Tulka’s total aggregate liability under or in connection with this Agreement shall be limited to the aggregate Service Fees paid by the Customer for the Service during a period of 6 months preceding the occurrence for which damages are claimed.
11.3. Tulka is not liable to Customer for any indirect or direct damages during Trial Use.
12. Applicable law and dispute resolution
12.1. This Agreement shall be governed by and construed in accordance with the laws of Finland, except for its provisions on choice of law.
12.2. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki.
13.1. Tulka is entitled to amend this Agreement by providing Customer with at least 30 days prior notice in writing. If Customer does not accept the change made by Tulka to this Agreement, Customer has the right to terminate the Agreement by notifying Tulka thereof in writing prior to the effective date of such change.
14.1. Tulka shall be entitled to assign all or any of its rights or obligations hereunder in whole or part to an affiliate or to a acquirer or transferee of its business assets relating to the Agreement without Customer’s prior consent.
14.2. Customer shall not be entitled to assign this Agreement or any of its rights or obligations hereunder in whole or part without the prior written consent of Tulka.
15.1. Any notice or other written communication to be given under this Agreement shall be sent by mail or email to the address indicated by the Party in the Order. Parties shall notify each other in case such information has changed without undue delay.
16.1. Tulka shall be entitled to use subcontractors for the provision of the Service and the Devices.
17. Reference Use
17.1. The Parties may use the other Party’s name and logo in their marketing and other activities, excluding use of the Service during Trial Period.
18. Interpreting the Agreement
18.1. If any provision of this Agreement is declared to be unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
18.2. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof.
CONTROLLER'S CONTACT DETAILS
Name: Tulka Oy
Company ID: FI27579091
Mail address: Töölönlahdenkatu 3 B, 00100 Helsinki
E-mail address: firstname.lastname@example.org
PERSONAL DATA PROCESSED AND SOURCES OF DATA
We collect two types of information concerning the Customers: (i) Customer Data; and (ii) Analytics Data. Although we do not normally use Analytics Data to identify individuals, sometimes individuals can be recognized from it, either alone or when combined or linked with Customer Data. In such situations, Analytics Data shall also be considered to be personal data under applicable laws and we will treat the combined data as personal data.
Tulka may collect and process the following Customer Data: (i) name and contact details (including user names); (ii) organisation and title (iii) phone number; (iv) e-mail address; (v) correspondence; (vi) invoicing and billing information; (vii) data concerning your orders and use of the Services or your interest in our Services; (iix) marketing opt-outs and opt-ins.
Most of the Customer Data is received directly from Customers at the point of registration or in connection with the Customer’s use of the Services. In addition, personal information may be collected and updated from service providers and public registers.
Analytics Data we gather in connection with the use of our Services includes for example the following data: (i) Customer’s IP address; (ii) device and device identification number; (iii) operating system; (iv) time of visit; (v) browser type and version; (vi) language setting.
We use various technologies to collect and store Analytics Data and other information when Customers visit our Services, including cookies.
Web analytics services
Our Services use Google Analytics and other web analytics services to compile Analytics Data and reports on visitor usage and to help us improve the Services. For an overview of Google Analytics, please visit Google Analytics. It is possible to opt-out of Google Analytics with the following browser add-on tool: Google Analytics opt-out add-on.
PURPOSES AND LEGITIMATE GROPUNDS FOR PROCESSING OF PERSONAL DATA
Personal data is processed by Tulka for the following purposes:
To provide our Services and carry out our contractual obligations
We process personal data in the first place to be able to offer the Services to our Customers and to run, maintain and develop our business. Personal data may be processed in order to carry out our contractual obligations towards the Customer. We may use the data for example to offer essential functionalities of the Services and to provide access to the Services. If Customer contacts our customer service, we will use the provided information for answering questions and solving possible issues.
For customer communication and marketing
We may process personal data for the purpose of contacting Customers regarding our Services and to inform Customers of changes in our Services as well as to market our Services.
For quality improvement and trend analysis
We may process information regarding the use of the Services to improve the quality of our Services e.g. by analysing any trends in the use of our Services. When possible, we will do this using only aggregated, non-personally identifiable data.
Legitimate grounds for processing
We process personal data to perform our contractual obligations towards Customers and to comply with legal obligations. Furthermore, we process personal data to pursue our legitimate interest to run, maintain and develop our business and to create and maintain Customer relationships. When choosing to use your data on the basis of our legitimate interests, we weigh our own interests against your right to privacy.
In some parts of the Services, Customers may be requested to grant their consent for the processing of personal data. In this event, Customers may withdraw their consent at any time.
TRANSFER TO COUNTRIES OUTSIDE EUROPE
Tulka stores the Customers’ personal data primarily within the European Economic Area. However, we have service providers in several geographical locations. As such, we, our service providers may transfer personal data to, or access it in, jurisdictions outside the European Economic Area or the Customer’s domicile.
We will take steps to ensure that the Customers’ personal data receives an adequate level of protection in the jurisdictions in which it is processed. We provide adequate protection for the transfers of personal data to countries outside of the European Economic Area through a series of agreements with our service providers based on the Standard Contractual Clauses or other similar arrangements.
More information regarding the transfers of personal data may be obtained by contacting us on any of the addresses indicated above.
PERSONAL DATA RECIPIENTS
We do not share personal data with third parties outside of Tulka’s organization unless one of the following circumstances applies:
For legal reasons
We may share personal data with third parties outside Tulka’s organization if we have a good-faith belief that access to and use of the personal data is reasonably necessary to: (i) meet any applicable law, regulation, and/or court order; (ii) detect, prevent, or otherwise address fraud, security or technical issues; and/or (iii) protect the interests, properties or safety of Tulka, our Customers or the public in accordance with the law. When possible, we will inform Customers about such transfer and processing.
To authorized service providers
For other legitimate reasons
With explicit consent
We may share personal data with third parties outside Tulka’s organization for other reasons than the ones mentioned before, when we have the Customer’s explicit consent to do so. The Customer has the right to withdraw this consent at all times.
Tulka does not store personal data longer than is legally permitted and necessary for the purposes of providing the Services or the relevant parts thereof. The storage period depends on the nature of the information and the purposes of processing. The maximum period may therefore vary per use.
Customer Data relating to your use of the Services are typically deleted within reasonable time after you no longer use the Services. We will store Customer’s personal data for as long as the Customer is a registered user of our Services and, thereafter, for no longer than is required by law or reasonably necessary for our legitimate interests for example for claims handling, internal reporting, marketing and reconciliation purposes.
We will remove Analytics Data relating to the Services only if it contains personal data, which identifies the individual. The data is removed at the same time as other personal data.
Right to access
You have the right to access your personal data processed by us. Customers may contact us and we will inform what personal data we have collected and processed regarding the said Customer.
Right to withdraw consent
In case the processing is based on a consent granted by Customer, Customer may withdraw the consent at any time. Withdrawing a consent may lead to fewer possibilities to use our Services. The withdrawal of consent does not affect the lawfulness of processing based on consent before its withdrawal.
Right to rectify
Customers have the right to have incorrect or incomplete personal data we have stored about the Customer corrected or completed. You can correct or update some of your personal data through your user account in the Services.
Right to erasure
Customers may also ask us to erase the Customer’s personal data from our systems. We will comply with such request unless we have a legitimate ground to not delete the data.
Right to object
Customers may object to the processing of personal data if such data are processed for other purposes than purposes necessary for the performance of our Services to the Customer or for compliance with a legal obligation. In case we do not have legitimate grounds to continue processing such personal data, we shall no longer process the personal data after your objection.
Right to restriction of processing
Customers may request us to restrict processing of personal data for example when your data erasure, rectification or objection requests are pending and/or when we do not have legitimate grounds to process your data. This may however lead to fewer possibilities to use our Services.
Right to data portability
Customers have the right to receive their personal data from us in a structured and commonly used format and to independently transmit those data to a third party.
How to use the rights
The above mentioned rights may be used by sending a letter or an e-mail to us on the addresses set out above, including the following information: the full name, company name, address, e-mail address and a phone number. We may request the provision of additional information necessary to confirm the identity of the Customer. We may reject requests that are unreasonably repetitive, excessive or manifestly unfounded.
Notwithstanding any consent granted beforehand for the purposes of direct marketing, Customer has the right to prohibit us from using Customer’s personal data for direct marketing purposes, market research and profiling made for direct marketing purposes by contacting us on the addresses indicated above or by using the functionalities of the Services or the unsubscribe possibility offered in connection with any direct marketing messages.
Lodging a complaint
In case Customer considers our processing of personal data to be inconsistent with the applicable data protection laws, a complaint may be lodged with the local supervisory authority for data protection.
We use administrative, organizational, technical, and physical safeguards to protect the personal data we collect and process. Measures include for example, where appropriate, encryption, firewalls, secure facilities and access right systems. Our security controls are designed to maintain an appropriate level of data confidentiality, integrity, availability, resilience and ability restore the data. We regularly test our Services, systems, and other assets for security vulnerabilities.
Should despite of the security measures, a security breach occur that is likely to have negative effects to the privacy of Customers, we will inform the relevant Customers and other affected parties, as well as relevant authorities when required by applicable data protection laws, about the breach as soon as possible.