THE WHISTLEBLOWING SCANNER TERMS & CONDITIONS
Terms Applicable to the Protect Whistleblowing Scanner
“Agreement” The agreement between Protect (“we”, “us”) and Your Organisation for access and use of the Whistleblowing Scanner.
“Intellectual Property” All copyright and rights in the nature of copyright subsisting in the Whistleblowing Scanner and any other Intellectual Property rights that may subsist in the Whistleblowing Scanner in any part of the world to which Protect is, or may become, entitled.
“Protect” The whistleblowing charity Protect (Whistleblowing Advice) Ltd (registered in England and Wales at The Green House, 244-254 Cambridge Heath Road, London, E2 9DA with charity number 1025557 and company number 2849833).
“Terms” The terms and conditions of the Agreement.
“Whistleblowing Scanner” The Protect framework for measuring the effectiveness of whistleblowing arrangements, including any documents, online tools or reports
“Your Organisation” The organisation (“you”) who is named as the purchaser of the Whistleblowing Scanner or subscription package on the relevant invoice and any staff, employees or directors exercising their functions on behalf of the organisation.
1. OUR AGREEMENT WITH YOU
1.1 This Agreement sets out the Terms for Your Organisation to access and use the Whistleblowing Scanner. No other terms are implied by trade, custom, practice or course of dealing.
1.2 The Agreement is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Agreement.
1.3 These Terms and the Agreement are made only in the English language.
1.4 You should print a copy of these Terms or save them to your computer for future reference.
2. PLACING AN ORDER AND ITS ACCEPTANCE
2.1 Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the access and use of the Whistleblowing Scanner subject to these Terms.
2.2 Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
2.3 After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 2.4.
2.4 Our acceptance of your order takes place when we send email confirmation to you to accept it, at which point the Agreement between you and us will come into existence.
2.5 Once your order has been accepted, no refund will be made, unless we are unable to supply you with access and use of the Whistleblowing Scanner, in which case we will inform you of this by email and we will not process your order.
3. THE WHISTLEBLOWING SCANNER
3.1 Upon reception of the email confirming acceptance of your order from Protect, the Whistleblowing Scanner will be available to you to use for 6 months. At the end of the 6-month period, this Agreement will expire without notice.
3.2 You must register to use and access the Whistleblowing Scanner. You must keep your password confidential and must not disclose it to anyone. If at any time you know or suspect that a third party may know your password you must promptly change it.
3.3 We may choose not to accept your registration and we reserve the right to cancel or disable your registration, account or password at any time.
3.4 To know your Whistleblowing Scanner score you must submit your self-assessment to Protect online. Some elements of the Whistleblowing Scanner are weighted and we do not disclose the methodology to the weighting, although we indicate which elements are weighted.
3.5 The assessment can only be submitted once, although it can be purchased and submitted as many times as desired.
4.1 Your Organisation shall make payment to Protect online prior to receipt of the Whistleblowing Scanner. You agree that Protect has no liability under this Agreement prior to payment.
4.2 By accepting these Terms and receiving access to the Whistleblowing Scanner Your Organisation agrees to pay the associated fee in full.
4.3 You can only pay for the Services using a debit card or credit card.
5. CONFIDENTIALITY AND DATA PROTECTION
5.1 Protect shall not at any time, disclose to any person confidential information provided as part of the Whistleblowing Scanner except as permitted by clause 5.2.
5.2 We will use any personal information you provide to us to:
(a) provide you with access and use of the Whistleblowing Scanner in accordance with these Terms;
(b) process your payment for the Whistleblowing Scanner; and
(c) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
We will process your personal information in accordance with our Privacy Notice, the terms of which are incorporated into this Agreement.
6. INTELLECTUAL PROPERTY
6.1 Protect is the owner of the Whistleblowing Scanner and grants Your Organisation a non exclusive licence to use the Intellectual Property the Whistleblowing Scanner and reproduce written or electronic materials produced for your use under this Agreement. You are permitted to print off copies of the Whistleblowing Scanner and may download extracts, of any page(s) for use solely within Your Organisation.
6.2 Protect asserts its Moral Rights under Chapter 4 of the Copyright, Designs and Patents Act 1988 to be identified as the author of the Whistleblowing Scanner.
6.3 You must not use any part of the content of the Whistleblowing Scanner outside of Your Organisation, or for commercial purposes, without obtaining a licence to do so from Protect. You shall immediately notify Protect of any actual, suspected or threatened infringement of the Intellectual Property.
6.4 You may not adapt the Whistleblowing Scanner or use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text on any materials or websites.
6.5 Protect does not grant you permission to sub-licence or assign its licence to a third party.
7.1 Your Organisation agrees to exercise reasonable skill and care in its dealings with Protect under this Agreement.
7.2 Your Organisation agrees that in respect of any breaches of this Agreement by Protect, its total liability (including costs) as a result of this Agreement shall not exceed twice the Whistleblowing Scanner fee.
7.3 Any amendment of this Agreement or any of its terms, conditions or provisions shall be effective only if made in writing and signed by both parties.
7.4 This Agreement shall be construed and the relations between the parties determined in accordance with the laws of England & Wales and shall be subject to the jurisdiction of the English courts.
7.5 Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
7.6 Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.