Our Terms of Use (Partners)

These TERMS AND CONDITIONS – PARTNER TERMS apply to the Discloser system (hereinafter the “System”) that Discloser Ltd, England and Wales registration number 14579394, 86-90 Paul Street, London, EC2A 4NE, United Kingdom (“Discloser”) provides to the customer (hereinafter the “Partner”).

The order confirmation together with any appendices and these TERMS AND CONDITIONS – PARTNER TERMS constitute the agreement (hereinafter the “Agreement”) between Discloser and the Partner. In case of any discrepancies between the order confirmation and these TERMS AND CONDITIONS – PARTNER TERMS, the terms of the order confirmation will take precedence.

The System enables a whistleblower to report reprehensive conditions with the company (hereinafter the “Customer”). The System may be supplied to the Customer by the Partner by its usage of an administration module system made available to the Partner by Discloser (hereinafter the “Module”).

Discloser hereby grants the Partner the right to use the Module based on these terms and conditions. The right of usage to the Module enables the Partner to provide its Customers with the right of usage to the System.

The Partner must ensure that the Customer accepts the TERMS AND CONDITIONS – CUSTOMER TERMS pertaining to the System prior to the Customers use of the System or refer the Customer to enter into an agreement directly with Discloser. The Customer may be set-up either to pay Discloser directly, or to have Discloser invoice the Partner for its Customers usage of the System (reseller terms). In the event the Partner wishes to provide its Customer right of usage to the System on reseller terms, the Partner is free to set its own prices for its Customers usage of the System.

The Partner’s right of usage to the Module is non-exclusive and limited to the Term, cf. clause 16.

The Partner is entitled to use the System to administer its own whistleblower scheme on the terms of TERMS AND CONDITIONS – CUSTOMER TERMS.

The Module is available online and access to the Module may be established by usage of most available browsers.

All rights granted under these terms and conditions are non-exclusive and non-transferable. Accordingly, if not expressly permitted in these terms and conditions, the Partner may not distribute, sublicense, rent, lease, lend, resell or transfer its right of usage of the Module including its right to supply access to the System, in whole or in part.

The Partner shall, at all times, act with due care and lawfully towards third parties and Customers, particularly by respecting the intellectual property rights and other rights of Discloser and third parties and the privacy of third parties, by refraining from disseminating information in a manner that is contrary to the law, from granting unauthorised access to the Module or the System.

The Partner may use the Module only in accordance with these terms and conditions, and the Partner may particularly not reverse engineer, decompile or disassemble the Module or the System, or attempt to do so, work around any technical limitations in the Module or System or against restrictions in Module or System documentation.

Discloser reserves its rights to verify eligibility with clause 4 at any time and suspend the Partner's access to the Module and the System if the eligibility requirements are not met. Discloser is further entitled to suspend the Partner’s access to the Module and the System if the Partner fails to pay its subscription fee after first reminder of late payment or if the Partner uses its rights to provide access to the System in an unauthorised or unlawful way.

Discloser may change the content or scope of the Module and/or the System. If Discloser wishes to implement major changes that may result in a change in Customers’ or the Partner’s current procedures, Discloser shall inform about the matter as soon as possible and no later than one (1) month prior to the implementation of such changes. Regardless of clause 16, the Partner is entitled to terminate the subscription with effect from the end of the notice period of one (1) month and to receive a proportionate share of the paid license fee for the Term. Where a Customer, invoiced by the Partner wishes to terminate the subscription, the Partner shall be entitled to receive a proportionate share of the paid license fee for the Term related to the Customer in question.

The Partner may forward wishes to change in the scope or content of the Module and/or the System. Discloser is, however, not obliged to change the System to accommodate the wishes of the Partner.

The Partner shall pay the agreed prices for the Module set out in the price list of Discloser or a prevailing contract document. The prices are adjusted annually in accordance with applicable prices as set out in the price list of Discloser.

The payment is made for a Term, cf. clause 16. The payment for the Module will be invoiced monthly prior to the commencement of a Term, however, the first Term is invoiced upon the acceptance of the Agreement.

Payments shall be made no later than 14 days following the Partner’s receipt of invoice from Discloser. In case of late payment, Discloser charges interest for default on the amount owing at the time in question, at a rate of 1.5 (one and a half) per cent per month from the due date. Interest will be calculated each month on the outstanding balance due.

Discloser shall during the Term cf. clause 16, provide technical support pertaining to the Module. The support may be supplied by e-mail or telephone within Discloser’s ordinary working hours. Requests for support shall be handled within reasonable time. However, Discloser does not warrant any particular response time. Any specific agreement on response time must be made in writing and shall be annexed as an appendix to the Agreement.

Discloser endeavours that the Module and the System is available all times. However, the Module and the System may be unavailable due to preventive, corrective or adaptive maintenance or other forms of service announced by Discloser in advance and due to other circumstances beyond Discloser's control. Discloser will endeavour to notify the Partner in advance about any circumstances that may affect the availability of the System and/or the Module.

Discloser makes backup of the Partner’s data in its possession. The backup shall be retained with due care and in accordance with the prevailing organisational and technical security of Discloser, and Discloser shall keep the backup copy at least three months. All copies of the Partner’s data shall be deleted no later than three months after the expiry of the Term, cf. clause 17.

The Partner’s right of usage of the Module and the System, including documents, images, tools, videos and guides contained in the System, is limited to the Term, cf. clause 16, in accordance with clause 2. Customers right of usage to the System, including documents, images, tools, videos and guides contained in the System is limited in accordance with the TERMS AND CONDITIONS – CUSTOMER TERMS pertaining to the System. Discloser retains all other rights to the System and the Module including documents, images, tools, videos and guides contained in the Module and the System including ownership rights and copyrights, cf. clause 14.

The Partner's data is the property of the Partner, and Discloser is not permitted to copy or delete the Partner's data without instructions from the Partner, cf. however clause 9 and 17 on deletion and backup. Discloser is, however, entitled to use anonymised data including, but not limited to, amount of cases, case categories and amount of users in the system, for statistical or research purposes in order to enhance the performance of the System.

The Partner represents that it has legal rights to all its data and all materials uploaded by the Partner on the Module and/or the System (as the case may be) and that no Partner data infringes rights of third parties.

The Partner grants to Discloser the right to use the Partner’s logo in marketing, sales, financial, and public relations materials and other communications solely to identify the Partner as a partner.

Discloser processes personal data on behalf of the Partner and the Customer, and the Parties have agreed to a data processing agreement pertaining to Discloser’s processing of personal data on behalf of the Partner and the Customer. The parties maintain that the Discloser is the “processor” and the Partner is the “controller” for the processing of personal data relating to its own whistleblower scheme and the “processor” for the processing of personal data relating to its Customers’ whistleblower scheme within the meaning of the personal data legislation.

Discloser is not entitled to payments for its assistance to the Partner and its Customers pursuant to the data processing agreement.

Discloser must ensure that all information received from the Partner is kept secret in accordance with the data processing agreement.

The function of the Module and the System is described in clause 2. Discloser does not guarantee that the System and/or the Module is free of errors and functions without interruption. However, Discloser shall continuously maintain the System and the Module and make its best efforts to fix errors in the Module and the System within reasonable time.

Guarantees, representations and warranties are binding on Discloser only if agreed to specifically in writing.

All intellectual property rights to the System and the Module including documents, images, tools, videos and guides contained in the System and the Module are held exclusively by Discloser, its licensors or its suppliers.

Discloser indemnifies the Partner against any claim of a third party based on the allegation that Module or the System infringes third party rights. In the event that the Partner is met with claims pertaining to its use of the System and/or the Module, the Partner shall immediately inform Discloser in writing about the existence and content of the claim and leave the settlement of the claim, including any arrangements made in this regard, entirely to Discloser.

The Partner shall collaborate with Discloser in the defence and any related settlement negotiations by providing Discloser with appropriate information and any assistance required for said defence or settlement. The Partner is entitled to reimbursement of legal cost in this context. In the event of an infringement claim, Discloser shall be entitled either to procure the Customers and/or the Partner the right to continued use of the Module or the System (as the case may be), bring the infringement to an end by modifying or replacing the System and/or the Module with other software, websites, data files, designs, documentation etc. which has essentially the same functionality as the material in contention, or terminate the Partner's right of usage to the Module with immediate effect and reimbursing the Partner its paid subscription fee deducting a reasonable amount for the value of the Partner's use of the Module. The Partner has no further rights to compensation pertaining to infringement of third-party rights.

Discloser’s liability is limited to the Partner’s direct losses. Discloser’s liability for indirect loss, consequential loss, loss of profits, lost savings, reduced goodwill, loss due to business interruption is excluded. Discloser’s liability for destruction or loss of data is likewise excluded.

Discloser’s liability is limited to an amount equal to the subscription fee paid for one month (excluding VAT). For there to be any right to compensation, the Partner must always report the loss to Discloser in writing as soon as possible and no later than 3 months after the loss has occurred. The exclusions and limitations referred to in clause 15 shall cease to apply if and insofar as the loss is the result of deliberate intent or recklessness on the part of Discloser.

The “inter parties” relationship between the Partner and its Customers pertaining to whistleblower scheme set-up by the Partner is of no relevance to Discloser.

The limits of Discloser’s liability in this clause 15 shall apply to the fullest extent permitted by applicable law.

The subscription term is one (1) month (hereinafter the “Term”), calculated from the date of the Partners acceptance of the Agreement. The Term will automatically be renewed with a new Term every month, unless terminated in advance by either the Partner or Discloser pursuant this clause 16.

The Partner may terminate its subscription and right of usage to the Module with a notice period of one month to the end of a Term, cf. clause 16 Discloser may terminate the Partner’s subscription and right of usage to the Module with a notice of 6 months to the end of a Term. Notice of termination must be given in writing. A party is further entitled to terminate the Agreement, if the other party is in material breach of its obligation under these terms and conditions, unless such material breach has been remedied by the other party within a period of no less than 30 days. Lack of payment is considered a material breach.

The Partner is entitled to receive its data on an accessible media format on expiry of the Term. Further, Discloser is obliged to delete the Partner's data, including personal data, no later than three (3) months following the expiry of the Term. Discloser is not entitled to payment for its services rendered to the Partner in connection with the expiry of the Partner's usage of the Module. Discloser is, however, entitled to use anonymised data including, but not limited to, amount of cases, case categories and amount of users in system, for statistical or research purposes in order to enhance the performance of the System, cf. clause 10.

The expiry of the Partner’s right of usage to the Module shall have no effect on the Partner’s Customers right of usage to the System which shall continue subject to the terms and conditions set out in the subscription agreement between the Partner’s Customer and Discloser. However, any agreements that the Customer shall be invoiced by the Partner shall cease on the expiry date and future invoices shall be sent directly from Discloser to the Customers.

With our best-in-class whistleblowing solution, you can ensure that your stakeholders have a simple and secure means to file reports anonymously, while being 100% compliant.