TERMS AND CONDITIONS – PARTNER TERMS

These terms and conditions apply to the Whistleblower Software system (hereinafter the “System”) that the Provider provides to its Partner (the “Terms and Conditions”) regarding the Partner’s own use of the System, or the use of the System for the Partner’s customers (the “Customers”).

The Agreement consists of the Terms and Conditions, any order confirmation together with any appendices as entered into between the Provider and the Partner. In case of any discrepancies between the order confirmation and the Terms and Conditions, the terms of the order confirmation will take precedence.

The System enables a whistleblower to report reprehensive conditions within the company. 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 the Provider (hereinafter the “Module”).

The Provider 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 Provider’s terms and conditions for Customer usage of the System for a defined time period (the “Customer T&C”), attached hereto as appendix 1, prior to the Customers’ use of the System, and the Partner can on request be asked to document this to the Provider. The Partner provides its Customer right of usage to the System on reseller terms, and 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 15.1.

The Partner is entitled to use the System to administer its own whistleblower scheme provided the Customer T&C are accepted.

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. For the avoidance of doubt, the Partner is allowed to resell and transfer the right of usage of the System to the Customers.

The Partner and the Provider 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 third parties and the privacy of third parties, by refraining from disseminating information in a manner that is contrary to the law, from granting unauthorized access to the Module or the System, and similarly respect such rights of the Partner, the Provider and the Customers.

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 work against restrictions in Module or System documentation.

The Provider may change the content or scope of the Module and/or the System. If the Provider wishes to implement major changes that may result in a change in Customers’ or the Partner’s current procedures and usage of the System, the Provider 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 15.2, 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 is encouraged to forward suggestions and ideas to improve the System and/or Module. The Provider is, however, not obliged to change the System to accommodate such suggestions of the Partner.

The Partner shall pay the agreed prices for the Module set out in the price list of the Provider or a prevailing contract document. The prices are adjusted annually in accordance with applicable prices as set out in the price list of the Provider. The adjustment of prices may, however, not exceed 10 per cent.

Payment under this Agreement is made continuously as new Customers are added by the Partner as reflected in the Module with relevant dates for the actual activation of an account for the individual Customer being the commencement of the Term of that Customer as per clause 15.1. The Parties agree that payments for each Customer are to be made annually upfront.

Payments shall be made no later than 14 days following the Partner’s receipt of invoice from the Provider. In case of late payment, the Provider charges interest 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.

The Partner and the Service Provider may agree in writing on specific pricing terms different to the terms set out in Clause 6.1, 6.2, 6.3 and 6.4 on a case by case basis.

The Provider makes backup of the Partner’s and/or the Customers’ data in the Provider’s possession. The backup shall be retained with due care and in accordance with the prevailing organizational and technical security of the Provider, and the Provider shall keep the backup copy for at least three months. All copies of the Partner’s and/or the Customers’ data shall be deleted no later than three months after termination of this Agreement, cf. clause 15.

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 15.1, 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 Customer T&Cs. The Provider 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 the Provider is not permitted to copy or delete the Partner's data without instructions from the Partner, cf. however clause 9 and 16 on deletion and backup. The Provider 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 Provider has 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.

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

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

The Provider must ensure that all personal data received from the Partner is kept secret in accordance with the data processing agreement and the confidentiality set out in clause 12.

In the event that information is required to be disclosed pursuant to subsection or to the extent authorised by the law, the Party required to make disclosure shall notify the other Party to allow that Party to assert whatever exclusions or exemptions may be available to it under applicable law or regulation.

For the avoidance of doubt, any Confidential Information pertaining to activities handled by or in the System must be kept in full confidentiality indefinitely and managed pursuant to the Data Processing Agreement entered into between the Parties.

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 the Provider, its licensors or its suppliers.

The Provider shall indemnify 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 the Provider 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 the Provider, at the expense of the Provider.

The Partner shall collaborate with the Provider in the defence and any related settlement negotiations by providing the Provider 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, the Provider 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.

The Parties’ liability under this Agreement is limited to the Parties’ direct losses. The Parties liability for indirect loss, consequential loss, loss of profits, lost savings, reduced goodwill, loss due to business interruption is excluded.

The Parties’ liability is further limited to an amount equal to annualised payments made by the Partner to the Provider under this Agreement. For there to be any right to compensation, the Partner must always report the loss to the Provider in writing as soon as possible and no later than 3 months after the loss has occurred.

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

The limits of the Provider’s liability in this clause 14 shall apply to the fullest extent permitted by applicable law.

The limitation of liability set out above under clause 14.1-14.4 shall not apply with respect to (i) claims arising under the provisions in clause 13 (Third Party Rights), 12 (Confidentiality), and 11 (Personal Data), including the data processing agreement, or (ii) damages caused by either Party’s gross negligence or wilful misconduct.

The subscription term is twelve (12) months (hereinafter the “Term”), calculated from the date of the Customer account activation in the Module. The Term will automatically be renewed with a new Term every twelve (12) months, unless terminated in advance by either the Partner or the Provider pursuant clause 15.2.

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 15.1. The Provider 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 more than 30 days. Lack of payment is considered a material breach. In the event of a Party to this Agreement not adhering to the rights and obligations under clause 4 of this Agreement, and the obligation to pay any fees under this Agreement, the other Party shall have the right to terminate the Agreement immediately, including suspending access to the Module and the System, which the Provider is furthermore entitled to if the Partner uses its rights to provide access to the System in an unauthorised or unlawful way. If uptime, cf. clause 8.1, is not fulfilled for three consecutive months, the Partner is entitled to terminate the Agreement with immediate effect and to receive a proportionate share of payments made under this Agreement as a whole or, as relevant, for individual Customers. It is clarified that downtime only constitutes cases where the System or the Module is inaccessible to all users of the System or the Module, as caused by circumstances not due to force majeure. With reference to clause 5.1, the Partner is entitled to terminate this Agreement in its entirety or for individual Customers with effect from the end of the notice period set out in clause 5.1 and to receive a proportionate share of payments made under this Agreement as a whole or, as relevant, for individual Customers, if the implemented changes to the content or scope of the Module and/or the System, at the discretion of the Partner or the Customer, do not suit the intended use of the Module or the System.

The Partner and/or the Customers are entitled to receive their data on an accessible media format on expiry of this Agreement or a Customer’s Term. Further, the Provider is obliged to delete the Partner's or the Customers’ data, including personal data, no later than three (3) months following the expiry of this Agreement or a Customer’s Term as reflected in the Module. The Provider is not entitled to payment for its services rendered in connection with the deletion of data after expiry.

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 the Provider. 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 the Provider to the Customers.

The Agreement is governed by Danish law.

Any dispute arising out of or in connection with the Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by the Danish courts. The venue shall be the venue of the Provider.