Provider FaceUp Technology s.r.o., company ID No.: 061 42 630, with its registered office at Udolni 567/33, 602 00 Brno, Czech Republic registered with the Commercial Register kept by the Regional Court in Brno, Section C, Insert 100325 (hereinafter referred to as the "Provider" or "FaceUp").
You may contact the Provider:
1. Introductory Provisions
1.1 These General Terms and Conditions (hereinafter referred to as the "GTC") govern the rights and obligations arisen in connection with the use of the Provider’s services via the user interfaces accessible on the website www.report.faceup.com or www.admin.faceup.com (hereinafter referred to as the “Website” and/or the mobile application FaceUp available in the Google Play and App Store (hereinafter referred to as the “Application”) by a person who registers through the website www.faceup.com and/or Application and concludes with the Provider a contract for the provision of services (hereinafter referred to as the “Client”), the subject-matter of which is the provision of the service through which the Provider receives messages (reports) from third parties and subsequently stores them in the Application and makes these data available to the Client via a profile or by sending them in the form of an encrypted document, whereby the Client uses the Provider's Website and/or Application for handling and administration of messages (reports) and communication with the whistleblower, incl. where applicable, the fulfilment of obligations under the Whistleblowing Act or where the Client is a school or other similar establishment for the prevention and addressing bullying or other similar behavior (hereinafter referred to as the "Services").
1.2 The rights and obligations arisen in connection with common browsing of the website www.faceup.com, not in connection with the provision of Services (i.e. outside the user interfaces www.admin.faceup.com or www.report.faceup.com) are governed by the Website Terms and Rules of Use.
1.3 The Client is obliged to familiarize himself/herself with these GTC, and by registering on the Website and/or the Application or otherwise using (e.g. browsing) the Website and/or the Application, the Client acknowledges the current version of the GTC and is obliged to comply with them.
1.4 The Client is obliged to familiarize all persons who will work with or operate the user account in the Application on behalf of the Client with the contents of these GTC.
1.5 These GTC come into force and effect upon their publication and are also an integral part of the contract for the provision of services concluded between the Provider and the Client.
2. Subject of the Contractual Relationship
2.1 The subject of the contractual relationship between the Provider and the Client is the obligation of the Provider to allow persons to perform an action through a form on the Website and/or the Application (hereinafter referred to as the "Whistleblower") informing the Client of certain facts – usually of an undesirable nature (hereinafter referred to as the "Report") using the Client's access code through a form on the Website and/or the Application and the Client's obligation to pay the Remuneration or other remuneration to the Provider in accordance with these GTC.
2.2 The subject of the contractual relationship between the Provider on the one hand and the Whistleblower on the other hand is the obligation of the Provider to allow the Whistleblower to use the Website for the purpose of submitting reports using the Client's access code and subsequently making it available to the Client. This service is not charged in any way by the Provider in relation to the Whistleblower.
2.3 The Client acknowledges and agrees that the Provider is acting for both the Client and the Whistleblower in its activities under Articles 2.1 and 2.2 of these GTC and in relation to the provision of the Services.
2.4 The Provider does not interfere in any way in the legal relations between users, in particular between the Client and the Whistleblower. Rights and obligations between users are subject to agreement between users and are governed by applicable legal regulations, and the Provider shall not be liable for any liability related to the obligations of users or any breach thereof.
3. Licensing Arrangement
3.1 In connection with the conclusion of a contract for the provision of services (whether in writing and/or by submitting the relevant electronic form on the Website), the Provider shall grant the Client the right to exercise the right to use the Application in accordance with the provisions of Sections 2358 et seq. and 2371 et seq. of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the "Civil Code"), to the extent and in the manner set forth below.
3.2 The Licence is negotiated on a non-exclusive basis. The Licence is negotiated in terms of its scope as unlimited in territory, limited in time to the duration of the contract for the provision of services and limited in quantity not by the number of accesses, but by the technical aspect of the Services. The remuneration for granting the Licence is part of the Remuneration according to 11.1 of these GTC.
3.3 The Client is entitled to access the Application and use the Services in order to use all functionalities of the Application in accordance with the contract for the provision of services and these GTC. The Client is not authorized to reproduce, distribute, rent, or lend the Application.
3.4 The Client is entitled to use the Application and Services in their original form. The Client may not rename, modify, alter, modify, circumvent any functionality or user limitation or other limitation of the Licence, or otherwise alter the Application, or combine it with another work or incorporate it into a collective work.
3.5 The Client is not entitled to grant a sub-Licence (in whole or in part) to any third party. The Client is entitled to assign the Licence to any third party exclusively and only with the prior written consent of the Provider.
4. General Terms of Service
4.1 The Provider shall provide the Services to the Client on the following terms:
4.2 The Client is obliged to keep the access data to his/her user account confidential. The Client acknowledges that the Provider shall not be liable for any breach of this obligation by the Client, in particular for misuse of the Client's user account by third parties.
4.3 The Provider continuously takes measures aimed at avoiding outages, limitations, interruptions, or reductions in the quality of the Services, within the framework of which it may carry out planned and unplanned downtime in the provision of the Services for the purpose of inspection, maintenance or replacement of hardware, or setting up or changing websites, software or other computer programs.
5.1 When using the Website and/or the Application, the Client and persons authorized by the Client or persons representing the Client, or their employees or other persons in a similar capacity, are obliged to comply with these GTC, abide by applicable legal regulations, act honestly and in accordance with good morals. The Client is obliged to behave at all times in such a way as to avoid damaging the Provider's reputation or causing any harm to the Provider or other users of the Website and/or Application or other persons.
5.2 In particular, the Client is not entitled to interfere in any way with the content or technical parameters of the Website and/or the Application, to interfere with the security of the Website and/or the Application, to prevent other users from making full use of the Website and/or the Application, to create false, misleading or deliberately distorted or otherwise dishonest content and/or grossly indecent content (vulgarisms, defamatory comments, etc.), in particular in the form of the text of the Report.
5.3 The Client shall be liable for any damage or injury caused by unauthorized use of the Website and/or the Application and/or interference with the Website and/or the Application and its components (including the source code).
6. Liability for Availability or the Application and Errors in the Application
6.1 The Provider is responsible for ensuring that the availability of the Website and/or the Application is not less than 90%, measured on all working days of the calendar month from 8:00 a.m. to 8:00 p.m. at the place where the Provider's server is connected to the network. In particular, the Provider is not liable for any interruptions or outages of the Internet connection provided by third parties.
6.2 The Client shall not be entitled to any compensation for interruptions, outages or other deficiencies of the Services, the Website and/or the Application resulting from maintenance. The Provider hereby notifies the Client that there are three types of maintenance, namely (i) monthly scheduled maintenance: it occurs on one day during the calendar month between 1:00 a.m. and 5:00 a.m. Central European Standard Time (hereinafter referred to as "CEST"), (ii) unplanned maintenance: may occur between 1:00 a.m. and 5:00 a.m. CEST if necessary for operational reasons; and (iii) emergency maintenance: may occur at any time if an unforeseen technical problem arises that materially affects the provision of the Services.
6.3 The Client is obliged to notify the Provider of any failures, outages and other deficiencies of the Services immediately after their occurrence and in its report at least indicate whether the defect occurred during the use of the Website and/or the Application, as well as a description of the situation and the Client's activities that led to or preceded the occurrence of the defect; a description of the manifestations of the defect, the text of the error message, if any, and, if applicable, print screens of the screens attached to the report; a description of the severity and impact of the defect; a description of the Client's action in attempting to remedy the defect, if any, or stating that no such remedy was attempted (hereinafter referred to as "Defect Report").
6.4 The Client shall submit the Defect Report either by telephone on weekdays at +420 775 570 283 between 10:00 a.m. and 4:00 p.m. and/or at any time via email firstname.lastname@example.org between 12:00 a.m. and 12:00 a.m. of the following day. The Provider shall register each Defect Report, including the internal identification number of the report, the description of the defect and, if applicable, other facts stated in the report, including the date and time of the report. Reported defects shall be addressed by the Provider within a response period of up to 48 hours (hereinafter referred to as the "Response Period"). In the event of a Defect Report made during the Provider's working holiday, the Response Period starts from the day immediately following the Provider's working holiday.
6.5 Upon receipt of a Defect Report by the Client, the Provider shall analyze the Defect Report and validate the reported defect and inform the Client within the Response Period of the expected date and method of resolution of the reported defect. In the course of solving the reported defect, the Client is obliged to cooperate effectively with the Provider and/or its authorized person, especially in locating the defect and its cause, in case of the need to re-simulate the defective state, to provide a backup of current data, to create simulation data, etc., in testing the modifications made, as well as in removing the consequences of defects, in restoring data, etc.
6.6 The time to remedy the defect is calculated from the expiry of the Response Period and is directly related to the nature of the defect. However, the Provider undertakes to rectify the defect always within 5 working days from the end of the Response Period (hereinafter referred to as the "Rectification Period").
6.7 If the Provider does not remove the defect within the Rectification Period and/or if the availability of the Website and/or Application is less than 90% according to Article 6.1 of these GTC and if the Client has made a Defect Report in accordance with Article 6.2 of these GTC, the Client shall be entitled to compensation for damages. Any potential claims of the Client must be made by a person authorized to do so and in the manner specified in Article 6 of these GTC.
7. Basic Rights and Obligations of the Provider
7.1 In connection with the operation of the Website and the Application, the Provider manages Client registrations and Reports submitted by the Whistleblower.
7.2 The Provider will send the Client any Reports entered by the Whistleblowers via the form using the Client's access code to the Website and/or the Application, either via the Application or in the form of an encrypted document to the Client's email address or telephone number provided during registration.
7.3 The Provider is not responsible for the content of the Report uploaded by the Whistleblower to the Website and/or the Application.
8. Basic Rights and Obligations of the Client
8.2 When making a Report, the Whistleblower is obliged to fill in all the information marked as mandatory in the form. If the Whistleblower does not fill in any of the mandatory data, this data will be automatically highlighted and it will not be possible to submit the Report without filling it in.
9. Terms of Registration
9.1 A registered user is a user of the Website who is interested in using the Services and completes and submits the relevant registration form. When registering, each user is obliged to provide the following information: (i) name and surname, or company name and ID No. in case of a legal entity, (ii) telephone contact with regional dialing code, (iii) email address, (iv) permanent residence or registered office of the legal entity, (v) access data (password and username). If the user does not fill in any of the mandatory data, this data will be automatically highlighted and it is not possible to continue the registration without filling it in.
9.3 Upon registering, the relevant user account of the user is activated and a user profile is created, which can be accessed from the Website – the user is thus a Client of the Provider.
9.4 By entering the registered username and registered password, the registered user – Client – can log in. By registering, the Client also receives an access code that will be used by third parties to submit reports via the online form.
9.5 By submitting the registration form and subsequently confirming the registration, the Client expressly confirms and acknowledges that:
9.6 The Client may at any time request cancellation of his/her user account or modification or deletion of any personal data by sending a request to the email address email@example.com. The registered user can also modify and supplement the data provided.
9.7 All information provided by the Client during registration must be correct and true. In case of any subsequent change of the Client's data, the Client is obliged to update the data without undue delay via the Client Account. The Provider shall not be liable for any damage incurred if the Client provides incorrect, inaccurate data.
9.8 The Provider is entitled to block the Client Account at any time, even without prior notice, if the Client violates his/her obligations under the law or these GTC or if it has any other serious reason to do so. The blocking of the Client Account shall not affect the performance of any obligation of the Client arising in connection with the use of the Website and/or the Application.
10. Conclusion of the Contract
10.1 The contract for the provision of services is concluded between the Provider and the Client by sending the Client's order and at the same time paying the Price or other remuneration to the Provider. A prerequisite for sending an order is the Client's confirmation that he/she has read these GTC and agrees with their wording. The Provider shall immediately confirm the conclusion of the contract to the Client by an informative email to the email address provided by the Client.
10.2 An access code will subsequently be generated for the Client and access to the client account will be provided allowing access to the Client Interface and receipt of Reports (hereinafter referred to as the "Client Account") and the interface of the Website and/or Application through which the Client manages his/her Client Account (hereinafter referred to as the "Client Interface"), through which he/she is entitled to use the Provider's Services under the terms and conditions set out in these GTC.
10.3 The contract for the provision of services between the Provider and the Client is concluded for an indefinite period of time, unless the Provider and the Client agree otherwise in a specific case. Either Contracting Party shall be entitled to terminate this Contract without giving any reason no later than three (3) months before the end of the Term. The notice period shall be three (3) months and shall commence on the first day of the month following the month in which the notice is delivered to the other Contracting Party.
11. Payment Terms
11.1 For the use of the Services, the Client agrees to pay the Provider a price or other remuneration, the amount of which depends on the type of user account selected (hereinafter referred to as the "Remuneration"), where the Client has a choice between Basic, Standard and Premium versions, which are specified in detail as to the range of functions offered at www.faceup.com/en/features. The amount of the applicable Remuneration will be available for the Client to check prior to placing an order on the Website before entering into the contract for the provision of services.
11.2 The Remuneration is agreed periodically for a period of twelve (12) consecutive calendar months and its amount is governed by the current price list published at www.faceup.com/en/pricing-companies (hereinafter referred to as the "Price List"). The Client agrees to pay VAT at the statutory rate together with the Remuneration.
11.3 The first payment of the Remuneration will be made on the date the Client enters into the contract for the provision of services. For the immediately following Period, payments of the Remuneration shall be paid to the Provider in advance on the same date of the year on which the Client entered into the contract for the provision of services.
11.4 The Client may pay the Remuneration by any of the payment methods offered by the Provider on the Website. The Client agrees to have sufficient funds on the due date of the Remuneration to pay for the Services through the selected payment method and to update the selected payment method, if necessary, to prevent its expiration.
11.5 If the Client does not have sufficient funds on the date the Remuneration payment is due, the Provider will send a "failed payment" email message to the email address provided by the Client and attempt to redeposit the Remuneration – no more than five (5) times – using the credit or debit card provided.
11.6 In the event of the Client's delay in payment of the Remuneration or part thereof to the Provider for more than 14 calendar days, the Provider shall be entitled, subject to prior report (by email or via the Website and/or the Application) of this possibility, to restrict or temporarily block the Client's use of the Website and his/her access code, or cancel the Client's Client Account on the Website and/or the Application.
11.7 If during the term of the contract there is a change in the number of users of the Application on the Client's side, namely by at least one hundred (100) or more users, the Client is obliged to request the Provider to adjust the amount of the Remuneration in accordance with the different number of users no later than three (3) months before the expiry of the annual anniversary of the contract.
11.8 The Client who has created a Client Account and who is charged to pay the relevant Remunerations using the selected payment method is responsible for all activity that occurs on that Client Account. In order to maintain control of the Client Account and to ensure that no outsider can access the account, the Client should maintain control of the devices used to access the Services and avoid disclosing the password or payment method details associated with the Client Account to any other person.
12. Trial Version
12.1 The Provider allows the Clients to try a free time-limited trial version of the provided Services, which serves exclusively to familiarize themselves with the functions and user environment of the Website and/or the Application, bearing in mind that the scope of functions of the trial version may differ from the paid version of the provided Services and may change over time (hereinafter referred to as the "Trial Version"). The Trial Version may be used by the Client for a limited period of 14 days after registration (hereinafter referred to as the "Trial Period").
12.2 To gain access to the Trial Version and permission to use it, you must register free of charge following the instructions on the Website. As part of the registration process, the Client will provide the required information (including a contact email address). Before completing the registration, the Client confirms that he/she has read these GTC and agrees to their content.
12.3 Upon completion of the registration for the purposes of the Trial Version, a trial user account for the Client will be created (hereinafter referred to as the "Trial Account"). The same or similar user rights as the Client Account in the paid version are associated with the Trial Account to the extent permitted by the current functionality of the Trial Version.
12.4 After the expiry of the Trial Period, the Client will be notified of this fact on the Website and/or in the Application and will be offered the opportunity to conclude a contract for the provision of services by ticking the appropriate box to notify the Provider, who will contact the Client for this purpose. If the Client does not use this option, he/she will no longer have access to the Trial Version after the expiry of the Trial Period.
13. Processing of Personal Data
13.1 The Provider undertakes to process the personal data of users of the Application in accordance with the General Data Protection Regulation (GDPR) and related legal regulations of the Czech Republic and ensures the highest possible standard of security of personal data of data subjects.
13.2 In terms of the provision of Services, the Provider declares that in connection with the use of the user interfaces accessible on the website www.admin.faceup.com or www.report.faceup.com the Provider does not collect any personal data of data subjects unless such data are voluntarily provided to the Provider by the data subject using the Services.
13.4 An integral part of these GTC is the Data Processing Addendum (contract on personal data processing), which further regulates the rights and obligations of the Provider as a processor and the Client as an administrator arising from the General Data Protection Regulation (GDPR) and related legal regulations of the Czech Republic in the processing of personal data by the Provider for the Client when providing the Services.
13.5 The Provider secures data and remote access by encryption and uses other means of data protection on the network to limit as much as possible the possibility of unauthorized intrusion into the network and misuse of the Client's data.
14. Protection of Provider's Rights, Liability
14.1 The Provider is the holder of all rights, in particular proprietary copyrights under the Copyright Act, to the Website and the Application and all their components, except for the content of the Reports made available via the Website and/or the Application to the Client or on their behalf, as a copyright work, in particular to the graphics, multimedia content, source code of software applications that form part of the Website and/or the Application, as well as to the overall concept and idea of the Website and the Application and all components of their processing. The use of any part of the Website and/or Application (in particular its graphic design, multimedia content, source code, etc.) is possible only with the express permission of the Provider.
14.2 In the event of unauthorized use of any part of the Website and/or the Application without the Provider's consent, the Provider is entitled to use all means to protect its rights and legitimate interests in accordance with Act No. 121/2000 Coll, on Copyright and Related Rights and on Amendments to Certain Acts (Copyright Act), as amended (hereinafter referred to as the "Copyright Act"), i.e. in particular the right to demand refraining from interference with copyright and removal of interference, the right to compensation for damages and the right for recovery of sums paid but not due. In the event of unauthorized parasitism on the Provider's idea implemented through the Website and/or the Application or other unauthorized actions against the interests of the Provider, the Provider is entitled to use in particular all legal remedies under the Civil Code, including the requirement that the violator refrain from unfair competition or to eliminate the defective condition and, where applicable, to demand adequate compensation, indemnification and recovery of sums paid but not due.
14.3 The Provider is not responsible for the functionality of the Website or the Application, nor for the timeliness, accuracy and factual correctness of the information published on the Website and/or the Application. The Provider reserves the right to partially or completely limit the functionality of the Website and/or the Application to any extent or to change the content of the information published on the Website and/or the Application at any time without further notice. The Provider shall not be liable to the Client for any damages that may be caused to him/her. Any termination of the Website and/or the Application will not affect the Provider's claims for payment of remuneration under these GTC to which it has previously been entitled.
14.4 The Provider is not responsible for the content of any part of the Website and/or the Application that is created for the Client, i.e. especially, but not only, for the content of Client profiles and the content of Reports, nor for the truthfulness, timeliness and accuracy of the published data.
14.5 The Provider is entitled to check the compliance of the use of the Website and/or the Application with these GTC at any time and to demand immediate correction from the Client, in particular in the form of modification or deletion of information that is contrary to these GTC.
15. Contact Details
15.1 Unless otherwise agreed, all communications related to the operation of the Website and/or the Application and these GTC must be made to the Provider via the contacts listed above.
16. Final Provisions
16.1 In the course of operating the Website and/or the Application, circumstances may arise that create a reasonable need for subsequent changes to these GTC. For this purpose, the Provider is entitled to change the GTC to the extent necessary. The Provider is obliged to immediately inform the Client about the change of the GTC via the Client interface of the Website and/or the Application and/or by sending an email message to the address provided by the Client. The Client is entitled to refuse any change to the GTC, of which the Client is obliged to notify the Provider in the Client Interface and/or by email, no later than five (5) days from the moment the notice of the change to the GTC was delivered to the Client. In case of refusal of a change to the GTC, the Client is obliged to terminate the use of the Website and/or the Application with immediate effect. In such case, the Provider will cancel the Client's registration on the Website and/or the Application. This provision does not affect in any way the rights and obligations arising prior to the effective date of the change to the GTC; in particular, the Client is not entitled to a refund or waiver of the Remuneration for the Service as a result of the termination of the use of the Website and/or the Application.
16.2 The rights and obligations of the Provider and the Client regarding the Website and/or the Application and/or arising in connection with the use of the Website and/or the Application not governed by these GTC shall be governed by the law of the Czech Republic, in particular the Civil Code. In the event of a conflict between these GTC and an individual agreement concluded between the Provider and the Client, the provisions of the individual agreement shall prevail.
16.3 Any disputes that arise in connection with the use of the Website and/or the Application, the conclusion of contracts for the provision of services and these GTC shall be resolved exclusively under the law of the Czech Republic (excluding conflict rules), before the competent courts of the Czech Republic, designated according to the address of the Provider's registered office.
16.4 An integral and binding part of these GTC are the rules for handling personal data, which are available in the current version at www.faceup.com/en/privacy-policy.
16.5 These GTC are effective as of 1 April 2022.