(hereinafter the “GTC”)
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 the “Provider“ or “FaceUp“).
You may contact the Provider:
(a) by post to FaceUp Technology s.r.o., Udolni 33, 602 00 Brno, Czech Republic,
(b) by email to email@example.com, or
(c) otherwise as set out on the Provider’s website.
1. Introductory Provisions
1.1 These GTC govern the rights and obligations arisen in connection with the use of the Provider’s product via the user interfaces accessible on the website admin.faceup.com by a person who concludes with the Provider a contract for the provision of product (hereinafter the “Contract” and the “Client”).
1.2 In particular, messages (reports) from third parties (whistleblowers) are received and stored through the product via Faceup mobile application and/or website report.faceup.com. These messages are subsequently made available to the Client via a profile or by sending them in the form of an encrypted document. Client hereby uses the Provider’s product in particular for handling and administration of messages, communication with the whistleblower and archiving, as well as the fulfilment of obligations under the national and European legislation relating to the protection of whistleblowers (hereinafter the “Product”).
1.3 The rights and obligations arisen in connection with common browsing of the website faceup.com/en, not in connection with the provision of Product (i.e. outside the user interfaces admin.faceup.com or report.faceup.com), are governed by the Website Terms and Rules of Use.
1.4 The Client is obliged to familiarize himself/herself with these GTC, and by registering on the Provider’s website and/or in the application or otherwise using (e.g. browsing) these Provider’s website and/or the application, the Client acknowledges the current version of the GTC and is obliged to comply with them.
1.5 The Client is obliged to familiarize all persons who will work with the user account and/or operate it via Provider’s website and/or the application on behalf of the Client and with his/her knowledge with the contents of these GTC.
1.6 These GTC come into force and effect upon their publication and are also an integral part of the Contract concluded between the Provider and the Client (either by means of order and/or by submitting the relevant electronic form on the Provider’s website).
2. Subject of the Contractual Relationship
2.1 The subject of the contractual relationship between the Provider and the Client is particularly the obligation of the Provider to allow persons to perform an action through a form on the Provider’s website and/or the application (hereinafter the “Whistleblower”) informing the Client of certain facts – usually of an undesirable nature (hereinafter the “Report”), may have made such Report through the Provider’s 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, as well as other related obligations set out in these GTC.
2.2 The subject of the Contract is the obligation of the Provider to allow the Whistleblower to use the Provider’s website and/or the application for the purpose of submitting reports and subsequently making it available to the Client. Making the Product available for these purposes 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 Product.
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 the Provider also shall grant the Client the right to exercise the right to use the Provider’s Product 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 the “Civil Code”), to the extent and in the manner set forth below (hereinafter the “Licence”).
3.2 The Licence is negotiated on a non-exclusive basis and in terms of its scope as unlimited in territory, limited in time to the duration of the Contract and with the number of accesses to the administration according to the selected version of the Product. 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 use the Product in order to use all its functionalities in accordance with the Contract and these GTC. The Client is not authorized to reproduce, distribute, rent, or lend the Product. 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. These restrictions do not apply to the cases listed in 3.4 of these GTC.
3.4 The Client is entitled to use the Product within the Client’s business group together with other persons under the Client’s control – e.g., a subsidiary or organizational unit of the Client (hereinafter the “Related Persons”), without the Provider’s prior written contest. Control means the ability to use influence to significantly affect the behavior of a person, business corporation, or other entity. Influence means, in particular, the direct and/or indirect power to dispose of an interest in a business corporation and/or other entity to which at least 50 % of the total votes in such business corporation and/or entity are attached.
3.5 If the Client already uses and/or will use the Product together with Related Persons, the Client is obliged to immediately inform the Provider of this fact by email and at the same time identify these Related Persons to the Provider. The Client is responsible for ensuring that the Related Persons comply with all relevant contractual documentation of the Provider, including these GTC, as well as with all legal regulations in connection with the use of the Product, and is directly responsible for the Related Persons compliance with such regulations and/or for any damage caused by the Related Persons when using the Product.
3.6 The Client is entitled to use the Product in its original form. The Client may not rename, modify, alter, process, circumvent any functionality or user limitation or other limitation of the Licence, or otherwise change the Product, or combine it with another work or incorporate it into a collective work.
3.7 By entering into the Contract, the Client grants the Provider consent to use the trade name, company name or name of the Client and other persons whose employees will use the Product through the Client’s user account as a reference for marketing purposes in any shape or form, unless the Client and the Provider agree otherwise.
4. General Terms of Product
4.1 The Provider shall provide the Product to the Client on the following terms:
(a) the Product is completely secure when sending reports and subsequent communication with the investigator, the Product does not store the IP addresses of the Whistleblowers and at the same time all communication within the Product and reports themselves are encrypted; however, the Provider does not guarantee complete anonymity, because it is not fully dependent on the Provider, but also on all entities using the Product, as well as on the Whistleblowers,
(b) the Client’s access to the Product is secured at least by email (email address) and password,
(c) in order to use the Provider’s mobile application for reporting purposes, it must be downloaded from the App Store or Google Play and installed on the mobile device,
(d) internet access is a prerequisite for using the Product. The Client is responsible for the choice of the internet provider and payment of the related costs; in the case of an unsuitable connection, the Provider shall not be liable for any impediment to the use of the Product.
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 availability the Product, within the framework of which it may carry out planned and unplanned downtime in the provision of the Contract 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 Product, the Client and persons authorized by the Client, Related Persons 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 Product 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 Product, to interfere its security, to prevent other users from making full use of it, to create false, misleading or deliberately distorted or otherwise dishonest content and/or grossly indecent content (vulgarisms, defamatory comments, etc.).
5.3 The Client shall be liable for any damage or injury caused by unauthorized use of the Product and/or interference with the Product and its components (including the source code).
6. Liability for availability and Errors in the Product
6.1 The Provider is responsible for ensuring that the availability of the Product 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 Product 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 the “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 Product.
6.3 The Client is obliged to notify the Provider of any failures, outages, and other deficiencies of the Product without delay after their occurrence and to describe them in detail in its report and indicate whether they occurred during the use of the Provider’s website and/or the application, as well as any other relevant information (hereinafter the “Defect Report”).
6.4 The Client shall submit the Defect Report without delay via email firstname.lastname@example.org. 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. The Defect Report shall be dealt with by the Provider within a response period of up to 48 hours (hereinafter 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 the “Rectification Period”).
6.7 If the Provider does not remove the defect within the Rectification Period and/or if the availability of the Product 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 the 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 The Provider will make available to the Client any Reports entered by the Whistleblowers via the form on the Provider’s website and/or in the mobile application, usually via the profile or by sending an encrypted document if the Client is an unregistered educational institution.
7.2 By its nature, the Provider is not responsible for the content of the Report uploaded by the Whistleblower to the Provider’s 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 Provider’s website who is interested in using the Product 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 Provider’s website – the user thus becomes a Client of the Provider.
9.4 By entering the registered username and registered password, the registered user – Client – can log in via Provider’s website and/or application.
9.5 By submitting the registration form and subsequently confirming the registration, the Client expressly confirms and acknowledges that:
(a) he/she becomes a Client,
(b) he/she shall not disclose the access password to the user account to any third party and undertakes to take all measures to prevent any third party from accessing this password particularly accessing the user account and data without his/her consent,
(c) he/she shall provide such personal data that is up-to-date, true and complete information about his/her person according to the relevant requirements of the Provider, and that he/she does not commit a violation of the right to protection of personal data by providing the data or name of another person, including the use of a username, password or other information of another person,
(d) the Provider shall not be liable for any damages caused to users of the Product as a result of events beyond its objective control, including the actions of third parties.
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 Product.
10. Conclusion of the Contract
10.1 The Contract between the Provider and the Client may be concluded through an interactive form placed for these purposes on the Provider’s website or in the form of an order, both of which are subject to these GTC and the Contract cannot be concluded without prior consent with them.
10.2 After the conclusion of the Contract, the Client shall be provided with access to the client account allowing access to the Client Interface and receipt of Reports (hereinafter the “Client Account”) and the interface for administration of the Product through which the Client manages his/her Client Account (hereinafter the “Client Interface”), through which he/she is entitled to use the Provider’s Product under the terms and conditions set out in these GTC.
closure through website
10.3 If the Contract is concluded via the interactive form on the Provider’s website, the Contract is concluded upon payment of the price or other remuneration to the Provider in accordance with Article 11.1 of these GTC.
closure through order
10.4 If the Contract is concluded in the form of an order, the Contract shall be formed at the moment when the Provider accepts the Client’s order in writing - at that moment the Provider shall be entitled to payment of the price or other remuneration by the Client. The Provider shall promptly confirm the conclusion of the Contract to the Client by an informative email to the email provided by the Client.
10.5 If the Contract is to be concluded by means of an order, the Client shall issue and send a written order to the Provider no later than ten (10) working days before the requested date of making the Product available. The Provider is not obliged to accept an order received later.
10.6 The Client’s order must always contain the following information:
(a) identification of the Client including the number of its employees and/or students, the Client’s contact person and its email address,
(b) the specification of the version of the Product to be ordered (Basic, Standard and Premium),
(c) the requested date of availability of the Product, and
(d) other information relevant to the respective order.
10.7 The Provider shall send the signed or otherwise verifiable order to the Client within the following five (5) working days of receipt. The order confirmation shall include a calculation of the Remuneration for making the Product available and a reference to these GTC and their binding effect on the order. On the date of receipt of the confirmed order, the Contract shall be concluded.
11. Payment Terms
11.1 For the use of the Product, 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 the “Remuneration”), unless the Provider and the Client agree otherwise. The Client has a choice between Basic, Standard and Premium versions, which are specified in detail as to the range of functions offered at faceup.com/en/pricing-companies for commercial companies and at faceup.com/en/pricing-schools for the school version, which is intended for kindergartens, primary and high schools. The amount of the Remuneration will be available for the Client to check prior to placing an order via an interactive form located on the Provider’s website.
11.2 The Remuneration is agreed periodically for each period, which is usually twelve (12) consecutive calendar months from the conclusion of the Contract (hereinafter the “Period”), unless otherwise agreed, and its amount is governed by the relevant current price list published at faceup.com/en/pricing-companies for commercial companies or faceup.com/en/pricing-schools for educational institutions (hereinafter the “Price List”), unless otherwise agreed between the Provider and the Client. 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, unless the Client and the Provider agree otherwise. 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.
11.4 The Client shall make payment of the Remuneration in a manner chosen by the Client at the conclusion of the Contract - at the conclusion of the Contract through the interactive form located on the Provider’s website, either by payment by credit card online through a payment gateway and/or by bank transfer; at the conclusion of the Contract in the form of an order in the manner agreed in the order. The Client agrees to have sufficient funds on the due date of the Remuneration to pay the Remuneration through the payment method selected in the Contract 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 fourteen (14) calendar days, the Provider shall be entitled, subject to prior notification (by email or via the Provider’s website and/or the application) of this possibility, to restrict or temporarily block the Client’s use of the Product, or cancel the Client’s Client Account.
11.7 If during the term of the Contract there is a change in the number of users of the Product on the Client’s side, in the case of a Client with less than 1,000 users by at least one hundred (100) or more users and in the case of a Client with more than 1,000 users by at least three hundred (300) 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 Product enabling devices used to access the Product and avoid disclosing the password or payment method details associated with the Client Account to any other person.
12. Duration of the Contract
12.1 The Contract is concluded for an indefinite period of time, unless the Provider and the Client agree otherwise.
12.2 Either party shall be entitled to terminate this Contract without giving any reason not later than three (3) months before the end of the Period. 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 party.
13. Trial Version
13.1 The Provider allows the Clients to try a free time-limited trial version of the provided Product, which serves exclusively to familiarize themselves with its functions and user environment bearing in mind that the scope of functions of the trial version may differ from the paid version of the provided Product and may change over time (hereinafter the “Trial Version”). TheTrial Version may be used by the Client for a limited period of fourteen (14) days after registration (hereinafter the “Trial Period”).
13.2 To gain access to the Trial Version and permission to use it, you must register free of charge following the instructions on the Provider’s 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.
13.3 Upon completion of the registration for the purposes of the Trial Version, a trial user account for the Client will be created (hereinafter 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.
13.4 After the expiry of the Trial Period, the Client will be notified of this fact on the Provider’s website and/or in the application and will be offered the opportunity to conclude a Contract 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.
14. Processing of Personal Data
14.1 The Provider undertakes to process the personal data of users of the Product 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.
14.2 In terms of the provision of Product, the Provider declares that in connection with the use of the user interfaces accessible on the website admin.faceup.com or 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 Product.
14.4 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 Product.
14.5 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.
15. Protection of Provider’s Rights, Liability
15.1 The Provider is the holder of all rights, in particular proprietary copyrights under the Copyright Act, to the Product and all its components, except for the content of the Reports made available via the Provider’s 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 Product, as well as to the overall concept and idea of the Product and all components of its processing. The use of any part of the Product (in particular its graphic design, multimedia content, source code, etc.) is possible only with the express permission of the Provider.
15.2 In the event of unauthorized use of any part of the Product 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 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 Product 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.
15.3 The Provider is not responsible beyond the scope specified in these GTC for the functionality of the Product, nor for the timeliness, accuracy and factual correctness of the information published on the Provider’s website and/or the application. The Provider reserves the right to partially or completely limit the functionality of the Product to any extent or to change the content of the information published on the Provider’s 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 provision of the Product will not affect the Provider’s claims for payment of remuneration under these GTC to which it has previously been entitled.
15.4 The Provider is not responsible for the content of any part of the Product 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.
15.5 By agreeing to these GTC, the Client acknowledges that the Whistleblower is permitted to use internal automatic/machine translation technology in connection with the submission of the Report through the software solution integrated in the Product (hereinafter the “Machine Translation”). The Provider holds all rights, in particular property rights under the Copyright Act, to the Machine Translation technology and does not use third parties to provide it. By its nature, the Provider is not and cannot be held liable for the accuracy of the translation of the content of the Report via Machine Translation, nor for any damages arising in connection with the use of Machine Translation.
15.6 The Provider is entitled to check the compliance of the use of the Product 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.
16. Contact Details
16.1 Unless otherwise agreed, all communications related to the provision of the Product and these GTC shall be made to the Provider via the contacts listed above.
17. Final Provisions
17. 1 In the course of providing the Product, 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 Product 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.
17.2 In case of refusal of a change to the GTC, the Client is obliged to terminate the use of the Product with immediate effect. In such case, the Provider will cancel the Client’s registration on the Provider’s 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 Product as a result of the termination of the use of the Product.
17.3 The rights and obligations of the Provider and the Client regarding the Product and/or arising in connection with the use of the Product 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.
17.4 Any disputes that arise in connection with the use of the Product, the conclusion of the Contract 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.
17.6 These GTC are effective as of 20 January 2023.