Terms and Conditions – WhistLaw Platform & Website
Last updated 25'th April 2022
All capitalized words and phrases used in these Terms and Conditions shall have the following meanings, unless otherwise specified by the context:
“Agreement” – these Terms and Conditions or a separate written agreement between Client and WhistLaw, as required by context.
“Associate” – a subject remaining in a contractual relationship, or otherwise connected, with Client or WhistLaw, as
required by context.
“Business Day” – any day between the hours of 9:00 AM and 6:00 PM, Central European Time (CET), except any Saturday, any Sunday, or any day which is a legal holiday, or any day on which banking institutions are authorized or required by the applicable laws or other governmental action to close, in accordance with the law of the Republic of Poland.
“Client” – the subject identified either on a Subscription Order or in a separate written agreement between Client and WhistLaw, as required by context.
“Organization” – the legal entity on behalf of, and for whom, Client enters into an Agreement.
“Organization Account” – the WhistLaw Platform account created for the exclusive use of the Organization.
“Party/Parties” – a party or parties to these Terms and Conditions or a separate written agreement; Client and WhistLaw.
“Personal Account” – a WhistLaw Platform account created for the exclusive use of an individual User in connection with the Organization Account.
“Service Fee” – payment due for using the WhistLaw Platform by Client.
“Subscription” – an arrangement to receive access to the WhistLaw Platform by Client and Users by means of the Organization Account and Personal Accounts.
“Subscription Order” – order of a Subscription by Client through the Website or in accordance with the respective provisions ina separate written agreement between Client and WhistLaw.
“User” – a person designated by Client to use the WhistLaw Platform by means of their individual Personal Account or Organization Account.
“Website” – a collection of web pages and related content fully owned by WhistLaw that is identified by the following domain name: www.whistlaw.eu.
“WhistLaw Platform” – software as a service (SaaS) fully owned by WhistLaw and accessible via the Website.
“Whistleblowers’ Directive” – Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law.
2.Purpose and Application
2.1. WhistLaw Platform
The WhistLaw Platform constitutes a software as a service (SaaS) fully owned by WhistLaw. The goal of the WhistLaw Platform is to provide Client with an internal reporting channel, as required under Art. 8 of the Whistleblowers’ Directive and any amendments thereof.
Each Client shall be provided with access to the WhistLaw Platform by means of their Organization Account. Each User shall access the Organization Account by means of their Personal Account.
WhistLaw is the exclusive owner of the Website in its entirety – except for any third-party links or websites to which it may refer. The goal of the Website is to provide access to the WhistLaw Platform, identify information about WhistLaw and its offer, and supply educational material concerning the legal obligations under the Whistleblowers’ Directive (“Educational Material”).
2.3. Purpose and Application
The purpose of these Terms and Conditions is to set out rules on business and general terms that apply to the services provided by WhistLaw to its Clients in the scope of the WhistLaw Platform as well as the Website.
The Subscription to the WhistLaw Platform and the use of the Website means that Client has agreed to these Terms and Conditions in a whole.
Subject to a separate written agreement between Client and WhistLaw, these Terms and Conditions have a force of a legally binding agreement between the Parties.
3. Effective Period of Agreement
3.1. Effective Period of Agreement
The term “Effective Period of Agreement” shall mean the period starting from the Commencement Date of Agreement until the Termination Date of Agreement.
3.2. Commencement Date of Agreement
The term “Commencement Date of Agreement” shall mean the date of the entry into force of the Agreement, as stipulated therein or any further amendments thereof, or otherwise the date of submitting a Subscription Order by Client.
3.3. Termination Date of Agreement
The term “Termination Date of Agreement” shall mean the last day of the Agreement duration, as stipulated therein or any further amendments thereof, or otherwise preceded by Client’s written request to terminate the Agreement sent to firstname.lastname@example.org, no later than three (3) months prior to a new Invoicing Period for the Subscription Plan, as
defined under Point 4.3 and Point 4.1 of these Terms and Conditions, respectively.
WhistLaw has the right to terminate the Agreement with immediate effect and with no liability to provide any further access to the WhistLaw Platform to Client (other than in respect of any accrued Service Fee at the Termination Date of Agreement) in the following circumstances:
a) Client has committed a serious or repeated breach of, or non-compliance with, any of the provisions of these Terms and Conditions, or neglects to comply with reasonable and lawful directions of WhistLaw,
b) Client has been declared bankrupt,
c) Client commits, or is convicted of, a criminal offence, other than an offence under any road traffic legislation in any jurisdiction of the European Union.
4. Subscription plans, pricing, and Invoicing
4.1. Subscription Plans and Pricing
Unless otherwise stipulated in a time-limited special offer or a separate written agreement between Client and WhistLaw, the access to the WhistLaw Platform is subject to prior payment of the Service Fee by Client, in accordance with a plan selected by Client under the WhistLaw Platform – Pricing Regulation (“Subscription Plan”).
The Service Fee for the Subscription to the WhistLaw Platform cover the Effective Period of Agreement between WhistLaw and Client.
The Service Fee indicated in the WhistLaw Platform – Pricing Regulation are subject to revision in accordance with the market conditions for similar services. WhistLaw commits to notify its Clients at least thirty (30) days in advance about any Service Fee increase relevant for the Subscription Plan they have been using.
4.2. Change of Subscription Plan
Client can change their Subscription Plan at any time during the Effective Period of Agreement (“Subscription Plan Change”).
The Subscription Plan Change shall take effect upon Client’s written request to change the Subscription Plan that Client currently uses, sent to email@example.com, or by modifying the Subscription Plan via the WhistLaw Platform by Client.
The Subscription Plan Change shall adapt the Service Fee in accordance with the Subscription Plan selected under the WhistLaw Platform – Pricing Regulation, and – unless otherwise requested by Client – it shall take effect on the first day of the following Invoicing Period, as defined under Point 4.3 of these Terms and Conditions, until the Termination Date of Agreement, or another Subscription Plan Change.
4.3. Invoicing Period
Subject to Client’s request, the term “Invoicing Period” shall mean the Effective Period of Agreement in a whole, or the monthly period of using the WhistLaw Platform, starting from the Commencement Date of Agreement.
The Invoicing Period shall be specified in each invoice submitted by WhistLaw to Client, along with the Service Fees accrued for the given Invoicing Period.
All invoices shall be submitted to Client via e-mail indicated for this purpose by Client and through the WhistLaw Platform.
4.4. Payment Deadline
All invoices are due for payment by Client within fourteen (14) calendar days, starting from the date of submitting an invoice to Client.
Any objections to the invoice must be communicated by Client via e-mail to firstname.lastname@example.org within seven (7)
calendar days since the date of when the invoice has been submitted to Client. Failure to undertake the foregoing shall mean that Client has approved the invoice in a whole.
4.5. Delay in Payment
For the purposes of these Terms and Conditions, the term “Delay in Payment” shall mean Client’s failure to pay the outstanding Service Fee for a given Invoicing Period within fourteen (14) calendar days from the date of when the invoice has been submitted to Client.
In case of Delay in Payment, WhistLaw is entitled to late payment interest for any Business Day of such delay, in accordance with the law of the Republic of Poland (“Late Payment Interest”).
Following two (2) payment reminders sent to Client on the first (1 st ) and the eight (8 th ) days of the Delay in Payment, WhistLaw may suspend the use of the WhistLaw Platform in a whole until the outstanding Service Fee with the Late Payment Interest due have been finalized.
5. Intellectual Property (IP) Rights
Client acknowledges that WhistLaw owns all software rights, title and interest in and to the WhistLaw Platform, including but not limiting to, all IP rights, including copyrights, patents and trademarks on the Website and its content.
Client agrees and acknowledges that the use of the Website and the WhistLaw Platform does not transfer to Client or any third party any rights, title or interest in, or to, such IP rights.
Client acknowledges and agrees that they will not:
a) license, sell, lease, transfer, assign, distribute, host, or otherwise commercially exploit any content displayed on the Website or the WhistLaw Platform;
b) copy, modify, make derivative works of, disassemble or reverse engineer any part of the Website or the WhistLaw Platform;
c) access the Website in order to build a similar or competitive website;
d) access the WhistLaw Platform in order to build a similar or competitive software or platform;
e) interfere with, disrupt, or create an undue burden on servers or networks connected to the Website or the WhistLaw Platform;
f) attempt to gain unauthorized access to the Website the WhistLaw Platform (or to other computer systems or networks connected to, or used together with, the Website), whether through password mining or any other means.
WhistLaw will claim no IP rights over any data and material that Client or any User enters into the WhistLaw Platform.
6. Client's Obligations
6.1. Technical requirements
To access the WhistLaw Platform, Client must be connected to the stable Internet. As default, WhistLaw supports the latest two versions of the below Internet browsers:
a) Google Chrome;
b) Microsoft Edge;
c) Mozilla Firefox;
For security reasons, Client is advised to connect to the Internet only from the verified sources.
For efficiency and best experience in using the WhistLaw Platform, Client is advised to regularly update the browser and operational system to their newest versions.
6.2. Proper Use
Client acknowledges and agrees that they will:
a) use the WhistLaw Platform in good faith and in conformity with the applicable laws, and principles of social co-existence;
b) use, and instruct Users to use, the Organization Account and all Personal Accounts only on behalf of and for the Organization associated with these Accounts;
c) provide true and accurate personal data and other information necessary for entering into an Agreement and for using the WhistLaw Platform;
d) be responsible for all activities carried out on Organization Account and all Personal Accounts by Users and any subject to whom a User makes Organization Account or Personal Account available;
e) not re-sell, duplicate, reproduce or exploit in whole or part the WhistLaw Platform without the express written authorization of WhistLaw;
f) not use the information available on the Website and the WhistLaw Platform to build a competitive website or platform, or otherwise to perform services of a similar kind;
g) not share any log-in credentials of the Organization Account or the Personal Account with a third party or any unauthorized subject.
Client acknowledges and agrees that violation of any of the above Points may result in immediate termination an Agreement and consequently terminated access to the WhistLaw Platform, and may be subject to further legal actions in accordance with the law of the Republic of Poland.
7. Whistlaw Obligations
7.1. WhistLaw Platform
WhistLaw is committed to providing its Clients with the highest quality services, in good faith, and in accordance with the applicable laws.
Without limitation to Point 8.1. of these Terms and Conditions, WhistLaw shall provide Client with access to the WhistLaw Platform in accordance with these Terms and Conditions, or any written agreement between the Parties, and the applicable laws, and with a minimum of 99 % of the availability during any calendar month.
Unless upon User’s written request relating to technical or other support, or Client’s written authorization, the information subject to the reporting proceedings under Art. 8 of the Whistleblowers’ Directive, inserted on the Organization Account or a Personal Account by User, will not be accessed by, and otherwise will not be used externally by WhistLaw.
7.2. Technical Support
WhistLaw shall provide Client with technical support, both telephonic or e-mail during Business Days. The response to any query submitted by Client shall be arranged without an undue delay.
8. Liability and Disclaimer
8.1. Force Majeure
For purposes of these Terms and Conditions, the term “Force Majeure” shall mean acts or events reasonably beyond the control of either Party and which, by exercise of due diligence, such Party is unable to overcome.
Except for the payment of Service Fees or other payments due, neither Party shall be deemed in breach or default of these Terms and Conditions in the event that either Party fails to perform pursuant to the Terms and Conditions and the failure is caused by, or is in connection with, Force Majeure.
The Party suspending performance of the Agreement shall give prompt notice to the other Party and shall attempt to cure promptly the cause for such suspension. Upon cessation of the cause for suspension, performance shall resume (or commence) as soon as reasonably practicable, unless otherwise agreed to by the Parties.
WhistLaw shall not be liable to pay any compensation or damages to the extent that the non-performance is due to Force Majeure. Malfunction of the WhistLaw Platform due to viruses or hackers shall be deemed Force Majeure, provided that WhistLaw had taken preventive action in accordance with normal practice in the industry.
In the event that Client believes that WhistLaw has failed to comply with these Terms and Conditions, in a whole or in part, Client shall send to appropriate notification, or request to stop the alleged non-compliance, to email@example.com, and reason that query.
WhistLaw shall consider the query without an undue delay and, in case of declaration of non-compliance, remedy that non-compliance.
Without limitation to Point 8.3. of these Terms and Conditions, if the non-compliance occurred as a result of WhistLaw gross negligence, Client shall be entitled to damages in accordance with the law of the Republic of Poland.
8.3. Non-Liability Clause
To the maximum extent permitted by the applicable laws, WhistLaw shall in no event be liable to Client or any third party for any business interruption, lost profits, lost data, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from, or relating to use of, or inability to use the WhistLaw Platform, indirect loss, consequential loss, loss of business opportunities, loss or corruption of data or any other loss caused by non-availability of the WhistLaw Platform, Client’s use or inability to use the WhistLaw Platform.
To the maximum extent permitted by the applicable laws, WhistLaw liability to Client for any damages arising from, or related to, these Terms and Conditions (regardless of the cause and form of the action), or any other Agreement between the Parties, shall at all times be limited to a maximum of EUR 1,000. The existence of more than one claim shall not extend this limit.
9.1. Confidential Information
For purposes of these Terms and Conditions, the phrases used in this Section have the following specific meanings:
a) “Confidential Information” – oral, electronic or written information disclosed by a Party that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of its disclosure;
b) “Disclosing Party” – the Party who discloses Confidential Information about that Party to the Receiving Party, alone or through its Associate(s);
c) “Receiving Party” – the Party who receives Confidential Information from and concerning the Disclosing Party, alone or through its Associate(s).
The Parties acknowledge and agree that the information and data inserted by Client to the WhistLaw Platform, through both Organization Account and Personal Accounts, constitute confidential information (“Client Confidential Information”).
The Parties acknowledge and agree that the information pertaining to the features, functionality and performance of the WhistLaw Platform, pricing, and separate agreements between the Parties constitute confidential information (“WhistLaw Confidential Information”).
The lists of Confidential Information may be extended and reviewed in a separate written agreement between the Parties.
9.2. Application of this Section
The Client and WhistLaw shall be liable for any infringement under this Section caused by them and their Associates.
9.3. Protection of Confidential Information
The Parties must keep safe and secure and must not disclose any Confidential Information relating to the other Party, during the period preceding Commencement Date of Agreement, during Effective Period of Agreement, and at any time thereafter.
The Receiving Party shall maintain the confidentiality of the Confidential Information of the Disclosing Party with at least the same degree of care that it uses to protect its own Confidential Information, and no less than a reasonable degree of care.
The Receiving Party can only use Confidential Information concerning the Disclosing Party in relation to the performance of an Agreement.
The Receiving Party shall not use or disclose to any subject during the period preceding Commencement Date of Agreement, during Effective Period of Agreement, and at any time thereafter, any Confidential Information concerning the Disclosing Party, unless:
a) the disclosure of such Confidential Information has been authorized in writing by the Disclosing Party;
b) the disclosure of such Confidential Information has been required by the law, or national authorities, in which case the Receiving Party shall inform the Disclosing Party immediately and no later than within two (2) Business Days from the date of receiving such request;
c) the Confidential Information that it concerns is already in, or comes into, the public domain, or otherwise than through the Receiving Party’s unauthorized disclosure and infringement of this Section.
9.4. Infringement of this Section
In the event that the Receiving Party disclosed Confidential Information about the Disclosing Party, the Receiving Party shall inform the Disclosing Party about such disclosure immediately and no later than within two (2) Business Days from the date of the disclosure.
In the event of the situation subject to the preceding paragraph, or if the Disclosing Party otherwise learned about any disclosure infringing this Section, the Disclosing Party has the right to request the Receiving Party to stop further infringements.
The Receiving Party shall be obliged to stop and remedy the infringements within two (2) Business Days from the request.
In the event that the Receiving Party failed to withhold and remedy the infringement subject to the preceding paragraph within the requested deadline, the Disclosing Party has the right to claim compensation with regard to any actual losses arising in connection with the infringement of the obligation to keep Confidential Information secret in accordance with the law of the Republic of Poland or of the state where the Disclosing Party has their registered seat.
10. Data Protection
10.1. Data Protection – General Processing
WhistLaw is committed to respecting privacy and safeguarding personal data of Client in accordance with the applicable laws, in particular the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”).
The processing of personal data and related information about Client shall be carried out in accordance with the rules exemplified in the Data Protection Policy.
Any processing of personal data carried out pursuant to the Whistleblowers’ Directive shall be carried out in accordance with the GDPR.
10.2. WhistLaw Platform – Data Protection Principles
WhistLaw ensures that the processing of personal data through the WhistLaw Platform can take place in accordance with the principles relating to processing of personal data set out in Article 5 of the GDPR. In particular, WhistLaw implements the following principles under the said Article:
a) lawfulness, fairness and transparency,
b) purpose limitation
c) data minimization,
e) storage limitation,
f) integrity and confidentiality, and
WhistLaw is not responsible for the processing of personal data carried out on Organization Account and Personal Account by Client, User, any subject to whom Client or User makes any of these Accounts available, Client’s Associate, or any third party.
10.3. WhistLaw Platform – Privacy by Design and Default
WhistLaw complies with the principles relating to processing of personal data set out in Article 25 of the GDPR on the WhistLaw Platform. In particular, WhistLaw duly implements the principles of privacy by design and privacy by default, as required under the said Article, on the WhistLaw Platform.
WhistLaw is allowed to state the fact that Client or Organization is a user of the WhistLaw Platform, or a client of WhistLaw, in its marketing material and activities.
WhistLaw is allowed to send relevant information about upgrades, offers and other news to Client, unless Client requests to unsubscribe from receiving such information.
11. Warranty Disclaimer
11.1. WhistLaw Platform
WhistLaw, by means of the WhistLaw Platform, provides services “as is” and without warranties of any kind either express or implied. To the fullest extent permitted under the applicable laws, WhistLaw disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. WhistLaw does not warrant that the functions performed by the WhistLaw Platform will meet all of Client’s legal, technical and other requirements, that the operation of the WhistLaw Platform will be uninterrupted or error free, that all defects in the WhistLaw Platform will be corrected, or that any part of the Website, WhistLaw Platform, or the servers that make the Website or WhistLaw Platform available, are free of viruses or other harmful components, or that the WhistLaw Platform will be available in all languages or all countries.
WhistLaw expressly disclaims liability for any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action.
Each Client and User specifically agrees and acknowledges that WhistLaw is not liable for the defamatory, offensive, or illegal conduct of other third parties, clients or other users of the Website or the WhistLaw Platform, and that the risk of injury from the foregoing rests entirely with each Client and User.
11.2. WhistLaw Platform and Website
Throughout the Website, WhistLaw provides access to the Educational Material, as defined under Point 1.1. of these Terms and Conditions. The Educational Material uploaded or otherwise used on this Website, and the WhistLaw Platform, is for informative purposes only and does not constitute a legal or business advice.
No content used on the Website, or the WhistLaw Platform, should be considered as an advisory or consulting service. The content displayed on the Website and the WhistLaw Platform are provided for informational purposes only and should not be interpreted as legal advice in relation to any specific facts or circumstances.
WhistLaw disclaims all responsibility for any problems caused by consulting, using the Website or the WhistLaw Platform, or interpreting the Educational Material, or any content thereon.
11.3. Third Party Links
The Website or the WhistLaw Platform may contain links to third party websites and services that are not under WhistLaw control.
WhistLaw is not responsible for the content or practices of such websites or their corresponding organizations.
WhistLaw disclaims all responsibility for the practices and content on the websites to which WhistLaw may provide hyperlinks, or to which the Website visitors are otherwise referred.
Client agrees to indemnify, defend, and hold WhistLaw and its Associates harmless from and against all claims, liability, losses, damages, costs, and expenses (including attorneys’ and other legal fees) from any claim or demand made by any third party due to, or arising from:
a) Client’s, Client’s Associates’, or User’s use of, or connection to, the Website or the WhistLaw Platform;
b) any use or alleged use of Organization Account, Personal Account, or any log-in credentials to any of these Accounts, by any person, whether or not authorized by Client any User;
c) the content of information submitted by Client, Client’s Associate or User to WhistLaw;
d) Client’s, Client’s Associate’s, or User’s violation of the rights of any other person or entity;
e) Client’s, Client’s Associate’s, or User’s violation of any applicable laws, rules, or regulations;
f) Client’s, Client’s Associate’s, or User’s violation of these Terms and Conditions, or a separate written agreement between Client and WhistLaw.
Client agrees to cooperate with WhistLaw in such claims and to keep WhistLaw notified at all times on the progress of Client’s defence and to take into consideration WhistLaw reasonable requirements in relation to a settlement between Client and the third party.
13.1. Unlawfulness, Voidness, Un-enforcement
If any provision of these Terms and Conditions is determined unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by the applicable laws, and the unenforceable portion shall be deemed to be severed from these Terms and Conditions. Such determination shall not affect the validity and enforceability of any other remaining provisions of these Terms and Conditions.
13.2. No Waiver
The failure of WhistLaw or Client to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.
WhistLaw reserves the right to amend these Terms and Conditions at any time and under own discretion. Amendments shall not apply retroactively and shall be applicable starting from the date of publication.
WhistLaw commits to notify its Clients about any amendments to these Terms and Conditions.
15. Applicable Law and Dispute Resolutions
15.1. Governing Law
These Terms and Conditions and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of the Republic of Poland.
The Parties agree to settle amicably any dispute that will arise out of or in connection with these Terms and Conditions. Otherwise, the courts of the Republic of Poland shall have exclusive jurisdiction to settle such disputes.