TERMS AND CONDITIONS FOR WHISTLELINK
These terms and conditions (“Terms and Conditions”) apply to all use of the Whistlelink (“Whistlelink”) web-based whistle-blower function from Whistleblowing Solutions AB (“Whistleblowing Solutions”, “We”, “Us” or the “Processor”) by you such as customer (“Customer“, “You” or “Controller“) or your employees. All terms or conditions that you as a Customer have sent to Us that are incompatible with, other than or supplement these Terms and Conditions, are hereby rejected unless otherwise specifically agreed.
1. Activation of Whistlelink and conclusion of Agreement
1.1 An Agreement has been concluded between Us and the Customer when the Customer, via www.whistlelink.com (the “Website“) has registered its information and confirmed these Terms and Conditions and after which the Customer has received an order confirmation.
1.2 In connection with the activation of Whistlelink, an account is opened for the Customer in which the Customer undertakes to fill in correct and complete information in accordance with what is then requested. The Customer hereby confirms that if the Customer’s information is deficient in any respect, Our ability to provide Whistlelink may be limited.
1.3 The Customer is solely responsible for ensuring that the Customer’s confidential account and login information is handled securely and is only made available to those who need it. Consequently, the Customer confirms that We do not take any responsibility for any damage incurred due to the Customer’s confidential account or login information being used incorrectly. However, each Party undertakes to notify the other Party without delay in the event of discovery of or suspected unauthorized use of Whistlelink.
2. License and provision
2.1 By activating Whistlelink, the Customer is granted, during the period for which the Customer has paid in advance, a non-exclusive license to Whistlelink in accordance with these Terms and Conditions and the special restrictions set out in section 4.
2.2 Whistlelink is provided around the clock, all year round, with the exception of such maintenance work of which We notify the Customer in writing in advance. If Whistlelink during a calendar month is available less than 99% of the foregoing, the Customer shall have the right to request a free extension of the current contract period by 10 times the time that Whistlelink has not been available.
2.3 Whistlelink’s support is available in English via e-mail [firstname.lastname@example.org] with an 8 business hours response time, on weekdays at 09:00-16:30, Central European Time.
2.4 Whistlelink, and Whistlelink’s Intake management service if applicable, is provided in its existing condition, whereby We do not make any other commitments or guarantees regarding functionality, services levels, quality and its fitness for a particular purpose than what is expressly stated in these Terms and Conditions or otherwise in writing directly to the relevant Customer. In addition to this, Whistlelink may be developed, adapted and changed during the agreement period, and possibly supplemented with other offers. If such changes can be assumed to entail significant negative consequences for the Customer, we undertake to notify the Customer of these in advance, whereby the Customer shall have the right to terminate Whistlelink in writing, taking into account the 30-day notice period. If the Customer has not invoked this right before the day when the notified change takes effect, this right to early termination ceases.
2.5 What is stated in sections 2.2 and 2.4 shall be the Customer’s complete and only remedy under these Terms and Conditions regarding availability and functionality regarding Whistlelink.
2.6 The Customer undertakes to follow the from time to time applicable guidelines for the use of Whistlelink, and in this respect has a strict responsibility for all of the Customer’s users of Whistlelink. This includes, but is not limited to, not use the Service in any way that overloads, infects with virus or otherwise damages Whistlelink or that causes or enables unauthorized access to Whistlelink or any information contained in Whistlelink.
3. Price and payment
3.1 The Customer must pay the license fee for each level specified on the Website in connection with the activation of Whistlelink. The license fee is paid in advance annually by paying an invoice or paying by card. In the event of late payment compared with the due date stated on the invoice or the date specified for card payment, statutory default interest is paid. If the Customer is in arrears with payment for more than one month and We have requested payment of the amount due in writing, We have the right to suspend the continued provision of Whistlelink until the Customer has paid outstanding amounts due.
3.2 We have the right, but no obligation, to increase the license fee by 5% each year.
4. Intellectual property rights
4.1 The Customer understands that Whistlelink contains intellectual property rights that We or third parties own. Nothing in the Agreement or these Terms and Conditions shall mean that such intellectual property rights are transferred to the Customer or that the Customer otherwise acquires the right to use such intellectual property rights in any way beyond what is expressly stated in these Terms and Conditions.
4.2 The license to Whistlelink which is stated in section 2.1 is conditional on the Customer not (with the exception of Customer Data (as defined below) copying, making available (by subletting, transfer or otherwise), carrying out so-called reverse engineering or perform any other action that would allow copying of all or part of Whistlelink, its concept.
5. Liability and limitation of liability
5.1 We are not responsible under any circumstances for (i) damages due to content or data uploaded to Whistlelink from others than ourselves, or (ii) indirect damages such as no profit, reduced sales or no benefit from Whistlelink. Our total liability for Whistlelink in respect of one or more claims shall in no case exceed an amount corresponding to the Customer’s total payment made for Whistlelink during the calendar year preceding any damage.
6. Personal data and Customer data
6.1 We protect the Customer’s integrity and our goal is to always protect the personal data we process to the best of our ability. Personal data management within the framework of Whistlelink is regulated in the data processing agreement in Appendix 1 to these Terms and Conditions.
6.2 All information that the Customer and/or a user of Whistlelink (regardless of whether the user is a whistle-blower or not and regardless of whether the information constitutes Personal Data or not) constitutes “Customer Data“. We do not claim any right to any Customer Data and the Customer is consequently solely and completely responsible for Customer Data and the consequences of using Customer Data.
7. Whistlelink’s Intake management services
7.1 The terms and condition as set out in this section 7 applies only to Customers who has purchased Whistlelink’s Intake management services.
7.2 As part of Whistlelink’s Intake management services, Whistleblowing Solutions will provide first line review and evaluation of cases in Whistlelink and communicate, on behalf of the Customer, with relevant individuals accordingly. Hence, Whistleblowing Solutions undertakes to inform applicable whistleblower should a reported case not be considered relevant. The Customer acknowledges and accepts that the Customer will be required to handle certain reports on its own due to applicable legislation. In these situations, Whistleblowing Solutions will offer support and assistance to the Customer as suitable.
7.3 Whistleblowing Solutions furthermore undertakes to communicate with the Customer before any summary is sent to whistleblowers or if Whistleblowing Solutions aim to close a specific case.
7.4 The Parties acknowledge and accept that the instruction as set out in Appendix 1, section 5, is amended as regards the purpose, nature and object of processing. In addition to providing storage, Whistleblowing Solutions will also process Customer Data to review and evaluate cases in Whistlelink and to communicate, on behalf of the Customer, with relevant individuals accordingly.
8. Confidentiality and the right to publish the Customer’s name
8.1 Each Party undertakes not to disclose to third parties without the other Party’s written consent the information marked “CONFIDENTIAL” or otherwise use such information for any purpose other than the Party’s fulfilment of its obligations under these Terms and Conditions. The obligation of confidentiality does not apply to information that a Party can show has become known to him/her in any other way than through these Terms and Conditions or that is generally known. The obligation of confidentiality also does not apply when a Party is obliged by law, other statute or official decision to disclose information.
8.2 Neither Party has the right to issue any press release or other public statement related to this Agreement without the other Party’s prior written consent. Nor, neither Party shall publish the other Party´s name and logo on its website during the term of the agreement, without the other Party’s prior written consent.
9. Agreement period and early termination
9.1 The Agreement applies from the date on which the Parties have entered into the Agreement in accordance with section 2.1 and shall apply until the end of the month 12 months thereafter, the time until the first day of the next calendar month being free of charge. The agreement shall be automatically extended by a period of 12 months unless the Party has terminated the agreement in writing no later than 3 months before the end of each agreement period.
9.2 Either Party has the right to terminate the Agreement in writing immediately if (i) the other Party commits a material breach of agreement and does not remedy such breach of agreement within 30 (thirty) days from having received notice of the breach of agreement in writing, or (ii) the other Party is declared bankrupt, becomes the subject of corporate reorganization, applies for composition, suspends payments, enters into liquidation or is otherwise considered insolvent. Notice of termination shall be given without unreasonable delay after the circumstance constituting grounds for termination became known to the Party.
10.1 The Parties are in all respects independent businesses who conduct business on their own behalf and at their own risk. Unless otherwise expressly agreed, neither Party is entitled to enter into an agreement in the name of the other Party or on behalf of the other Party or in any other way to impose any obligations on the other Party.
10.2 All amendments and additions to the Agreement and these Terms and Conditions shall be in writing and duly signed by each Party.
10.3 The Customer does not have the right to transfer its rights or obligations under these Terms and Conditions or the Agreement without Our prior written consent.
10.4 If a Party’s fulfilment of its obligations under the Agreement or these Terms and Conditions is prevented due to a circumstance which the Party could not control, this shall constitute a ground for exemption which entails exemption from damages and other sanctions.
10.5 Should a competent court, authority or arbitral tribunal find that any provision of these Terms and Conditions is invalid or unenforceable, the provision in question and all other provisions shall be valid and enforceable to the extent permitted by applicable law, and the Parties shall negotiate loyally with each other in order to agree on the necessary changes to these Terms and Conditions in order to maintain the structure, purpose and spirit of these Terms and Conditions.
10.6 Upon termination of these Terms and Conditions or the Agreement, for whatever reason, this clause 9.6 and the following provisions shall remain binding on the Parties: Intellectual property rights, Liability and limitation of liability, Confidentiality, and Applicable law and dispute resolution.
11. Applicable law and dispute resolution
11.1 Swedish law shall apply to these Terms and Conditions. Disputes in connection with these Terms and Conditions shall be finally settled by arbitration administered by the Stockholm Chamber of Commerce’s Arbitration Institute (the “Institute”). The seat of the arbitration shall be Gothenburg, Sweden. The Institute’s rules for simplified arbitration shall apply unless the Institute, taking into account the severity of the case, the value of the dispute and other circumstances, decides that rules for the Stockholm Chamber of Commerce’s Arbitration Institute shall be applied to the procedure. In the latter case, the Institute shall also decide whether the arbitral tribunal shall consist of one or three arbitrators. The Parties undertake, without limitation of time, not to disclose the existence or content of arbitration in connection with these General Terms and Conditions or information about negotiations, arbitration or mediation in connection therewith. What is prescribed here does not apply unless otherwise provided by law, other statutes, government orders, stock exchange rules or good practice in the stock market or otherwise required for the enforcement of a judgment.
11.2 We retain the right to bring an action for non-payment by the Customer in a general court, and in the first instance before the Gothenburg District Court.