B2B SaaS Sales and Service Terms

1. Scope and parties

These B2B SaaS Sales and Service Terms apply to PolaParla Broadcast supplied by PolaVuo Oy (Business ID 3593637-8, ‘PolaVuo’) where the customer purchases the Service for business, professional, public-sector, association, congregation or other organisational purposes and not for private consumption.

The person accepting the Order represents that they are authorised to bind the organisation. The paying organisation is PolaVuo's contractual customer (the ‘Customer’). Its authorised administrators and users operate the SaaS Service on its behalf. Participants in Customer-created Broadcast sessions are end users and are not PolaVuo's paying customers unless separately agreed.

2. Agreement and precedence

The Agreement consists of the offer or Order Confirmation, the Product-Specific Terms, these B2B SaaS Terms, the Data Processing Agreement and any applicable PolaVuo general assignment terms.

In a conflict, the order of precedence is: (1) signed agreement or Order Confirmation; (2) DPA for personal data processing; (3) Product-Specific Terms; (4) these B2B SaaS Terms; and (5) PolaVuo's general assignment terms.

3. Formation and credentials

A monthly subscription is formed when the Customer accepts PolaVuo's offer or Order Confirmation in writing, signs an agreement, pays a requested amount or otherwise unambiguously confirms the Order. Use may begin after PolaVuo supplies the agreed administrator or user credentials or activation instructions.

The Order Confirmation states at least the plan, monthly price, billing cycle, renewal and cancellation terms, number of administrator and user accounts, any concurrent room/session limits, user or usage quotas, available languages, support level and any SLA.

4. Service and self-service nature

PolaParla Broadcast is supplied as a continuing monthly SaaS access right. The Customer signs in using supplied credentials, independently creates and manages Broadcast rooms or sessions, and distributes participant links, QR codes or room codes. PolaVuo does not reserve, configure or deliver a separate service for each event.

The Service may produce live AI translation as text, synthetic speech or both. It excludes human interpreting, certified translation, event production, operational event support, Customer audio systems, connectivity and devices, recordings and edited transcripts unless separately agreed in writing.

5. Monthly fees, taxes and payment

The Customer pays the monthly fee stated in the offer or Order Confirmation in advance for each billing cycle. Fees exclude VAT unless stated otherwise, and applicable VAT is added. Use beyond plan limits or separately ordered services may be charged under the price list or a separate agreement.

Payment is due net 14 days unless otherwise agreed. Overdue amounts accrue statutory default interest and reasonable collection costs. PolaVuo may suspend the Service after written notice if a due payment remains materially overdue.

PolaVuo may change the monthly price by giving at least 30 days' prior notice. The change applies from the next billing cycle after the notice period. The Customer may cancel before the change takes effect.

6. Subscription term and cancellation

The subscription continues and renews automatically in one-month periods unless the Order Confirmation states otherwise. The Customer may cancel at any time. Cancellation takes effect at the end of the current paid billing cycle, and the next cycle is not charged if notice is received before it starts.

There is no separate cancellation charge. A monthly fee for a billing cycle already started is not refunded or prorated unless required because of PolaVuo's material breach or mandatory law. PolaVuo may terminate a continuing subscription on one month's notice.

7. Accounts, credentials and Customer responsibilities

The Customer keeps an administrator and contact person current and manages access for its organisational users. Credentials may be provided only to authorised persons and must be promptly revoked when a person no longer requires access.

Usernames and passwords are personal unless the plan expressly permits a shared service account. They may not be disclosed outside the Customer's organisation. The Customer is responsible for use under its credentials and must promptly report suspected misuse or compromise.

The Customer is responsible for appropriate source audio, microphones, sound system, connectivity, devices and browsers, and for maintaining a method independent of the Service for critical communications.

8. Sessions, participants and lawful content

The Customer independently creates and starts Broadcast sessions and distributes participant links, QR codes and room codes only to authorised participants. Before processing, the Customer gives speakers and participants appropriate information about AI interpretation and personal data processing.

The Customer ensures it has the right to submit session speech and other material for processing and that the content and use do not infringe law, confidentiality, copyright, data protection or third-party rights.

9. Plan changes and additional services

Changes to user numbers, concurrent sessions, languages, usage quotas, support or other plan scope may require a plan change and affect the monthly fee. Work and services outside the plan are charged at PolaVuo's current rates or an agreed price.

10. Intellectual property

PolaVuo and its licensors retain all rights in the Service, software, models, workflows, interface, documentation, trademarks and background rights. During an active subscription, the Customer receives a limited, non-exclusive, non-transferable right to use the Service for its organisation under the plan.

The Customer retains rights in submitted materials and session content. Recording, publishing, retransmitting, reselling or using live translations as a separate content product requires PolaVuo's written permission and all permissions from relevant rightsholders.

11. Confidentiality

Each party keeps the other party's confidential information confidential and uses it only to perform the Agreement. The duty excludes information lawfully public, already lawfully held, lawfully obtained from a third party or independently developed. It continues for five years after termination and for trade secrets for as long as the information remains a trade secret.

12. Personal data and AI content

Source audio, transient transcripts and translations from Customer-initiated sessions are processed only to supply the live Service. They are not persistently stored, retained after a session, sold, used for profiling or used by PolaVuo or its subprocessors to train or develop models.

PolaVuo may process limited account, connection and security data for user administration, billing, routing, security and immediate incident investigation. Further terms are in the DPA and Privacy Notice.

13. Availability, maintenance and changes

PolaVuo uses commercially reasonable efforts to maintain the continuing SaaS Service. The Service depends on networks, browsers, devices, cloud infrastructure and external AI and speech services. No specific availability, latency, response time or service level is guaranteed unless agreed in an SLA.

PolaVuo may make updates, maintenance interruptions and reasonable technical or security changes. Material foreseeable downtime is notified reasonably in advance. The Service may be suspended for a security threat, law or authority requirement, Customer breach or an essential technical reason.

14. Error notice and service credit

The Customer administrator must report an issue without undue delay through the agreed support channel and provide reasonable diagnostic information. PolaVuo may investigate and correct the defect or offer a reasonable workaround.

If the Service is materially unavailable for a reason for which PolaVuo is responsible and no reasonable workaround exists, the Customer's primary remedy is a service credit proportionate to the impact. The credit for one incident is capped at one monthly fee excluding VAT. Liability that cannot lawfully be limited remains unaffected.

15. Limitation of liability

To the extent permitted by mandatory law, PolaVuo is not liable for indirect or consequential loss, lost revenue or profit, business interruption, loss of data, reputational harm or claims by the Customer's customer.

PolaVuo is not liable to the extent loss results from Customer or participant content, instructions or conduct, inadequate source audio, Customer-controlled network or devices, unauthorised credential sharing, deficient user administration or use contrary to the Agreement or instructions.

PolaVuo's aggregate contractual liability is limited to fees excluding VAT paid for the affected Service during the six months preceding the event giving rise to liability. The cap does not apply to wilful misconduct or gross negligence, a material breach of confidentiality or liability that cannot be limited by mandatory law.

16. Force majeure

A party is not liable for delay or failure caused by an unforeseeable impediment beyond its reasonable control, including a widespread network outage, authority order, industrial action, natural event, cyberattack, power outage or failure of a critical provider. The affected party must notify the other and seek to mitigate the effects.

17. Termination for breach, suspension and end of access

A party may terminate for material breach not remedied within 14 days after written notice. PolaVuo may immediately suspend or terminate unlawful use, use threatening the Service or others' security, or use creating a serious legal or safety risk.

When the subscription ends, the Customer's and its users' access rights cease and accounts and credentials may be closed. Broadcast source audio, transcripts and translations are not retained and are not available for export at termination.

18. Governing law and disputes

The Agreement is governed by Finnish law excluding choice-of-law rules. The parties first seek a negotiated solution. If unresolved, the Helsinki District Court has exclusive jurisdiction at first instance.

19. Notices and contact

Contract notices are sent to the contact identified in the Order Confirmation or to contact@polavuo.com. PolaVuo Oy is domiciled in Tampere; postal address c/o Seppo Pienimaa, Tiiliskivenkuja 13 B, FI-02330 Espoo, Finland.