Terms and conditions

GENERAL TERMS AND CONDITIONS

State: 28.02.2024

I. Introduction

The terms in this document govern the contractual terms and conditions for Licensee’s use of the LegalTegrity Whistleblower Application.
The Application is a “Software as a Service” (SaaS) operated through a web-based interface that allows Licensee and Licensee’s employees or business partners to communicate with Licensee through the Application without using any software other than an Internet browser on the computers to access the Application.

II. Definitions

“Admin-portal” means the area of the Application in which Licensee’s employees can see or edit notices and adapt the Application to the specific requirements of the Company.
“Conditions” means the terms and conditions contained in this document.
“Cyber-Attacks” means internal or external, including computer-assisted, intentional attempts to compromise the integrity, confidentiality or availability of the Solution or otherwise manipulate the Licensee’s data.
“Settings” means the section in the Administrator Portal of the Application where Licensee can provide information about its current number of employees and contact details.
“Update” refers to improvements and feature enhancements within a version and are installed as software updates. The numbering changes only at the back.
“LegalTegrity” means the German company LegalTegrity GmbH based in Frankfurt am Main.
“LegalTegrity-Portal” means the web portal on which Licensee submits the order for the Application and pays the license fee for the first license period.
“Licensee” means the company that acquired the Application Usage Rights by paying the License Fee.
“License fee” means the fee for which Licensee pays for the Right to Use the Application within a License Period.
“License period” is the period in which the Licensee – due to the payment of the license fee – acquires the right to use the Application. Each license period runs for 12 months. At the end of each License Period, a new License Period will automatically begin, unless this Agreement has been terminated in accordance with Section IV.D. The first license period begins on the day on which the account is activated for the Licensee.
“Application” is the LegalTegrity application developed by LegalTegrity for which Licensee is granted rights of use under these Terms.
“Application Usage Rights” means Licensee’s right to use the Application in accordance with the Terms.
“License agreement” is the agreement between LegalTegrity and Licensee on the use of LegalTegrity.
“Party” or “Parties” means the parties to this Agreement, i.e. Licensees and LegalTegrity, who are subject to these Terms and the rights and obligations described.
“Package” denotes the subscription type. The packages vary according to the following parameters: maximum number of employees, maximum number of languages and maximum number of users. The package is selected by the Licensee when signing up for the Application and can be changed for the future during the subscription (an upgrade is always possible, a downgrade only after the end of the license period).
“Performance” means the section in the Administrator Portal of the Application where Licensee can view its currently valid package, modify the package, book additional services, download invoices and maintain contact and billing information, etc.
“Service” are the services that LegalTegrity provides to Licensee by providing Application Usage Rights.
“Termination” is the time from which LegalTegrity ceases to provide the Service to Licensee.
“Benefits” are the services that LegalTegrity makes available to licensees beyond the packages for a fee with the booking.
„Licensee-Companies“ are all companies affiliated with the Licensee, majority-owned or group-affiliated companies within the meaning §§ 15 et seq. AktG (German Stock Corporation Act). This includes all member companies of the Licensee network.
„Licensee-Number of Employees“ means the number of employees in all Licensee`s companies for which the Licensee (including its own employees) uses the Solution.

III. General conditions

A. Confidentiality

LegalTegrity is not entitled to disclose confidential information received from the Licensee (both oral and written) to third parties.
Licensee is not entitled to disclose confidential information received from LegalTegrity (both oral and written) to third parties (including information on the use of the Application). The Licensee-companies are not considered third parties within the meaning of this agreement.
Licensee is not entitled to use the knowledge obtained about the Application to design and/or create a similar Application itself or through third parties.
LegalTegrity is entitled to publish in a reference list that the Licensee belongs to the customer portfolio of LegalTegrity.

B. Information about licensees, notifications

It is Licensee’s responsibility to maintain information about its settings, e.B information about the Company, number of employees, contact information, billing and payment information, in the “Services” section of the Administrator Portal.
All notifications, notifications, invoices, etc. will be sent to the email address stored in the Administrator Portal in the “Settings” section.

C. Liability

LegalTegrity is liable for damages according to the general rules of German law.
LegalTegrity is not obliged to compensate for indirect and consequential damages, such as loss of business, loss of profits, loss of time and expenses for legal assistance and other consulting services.
The damages to be compensated by LegalTegrity for simple negligence can amount to a maximum of € 500,000.00 in individual cases. This limitation of liability does not apply to the processing of personal data (see LegalTegrity’s data processing declaration).
Licensee accepts that information received from LegalTegrity, both oral and written, cannot be considered as advice (including but not limited to legal advice). Therefore, Licensee cannot sue LegalTegrity for consulting errors. In addition, the Licensee is not entitled to personally sue persons employed by LegalTegrity in cases of slight and gross negligence.
LegalTegrity is not liable for conditions that are beyond the control of LegalTegrity, such as general strike, war, earthquake, natural disasters, strike, lockout and the like.
The above limitations of liability shall not apply to breaches of duty by LegalTegrity or its vicarious agents in the event of gross negligence, wilfulness or damage resulting from injury to life, limb or health, nor in the event of a breach of material contractual obligations.

D. Term / Termination

The term of the contract is one year from activation of the account in the solution by LegalTegrity.
The service is provided to the Licensee continuously until the contract is terminated by LegalTegrity.
LegalTegrity is entitled to terminate the Service immediately and without further notice at any time if Licensee’s use of the Solution violates the provisions of Section V.A. of these Terms.
The Licensee can terminate the service at any time by logging out in the “Services” section of the administrator portal. Termination of the contract shall take effect at the end of the last day of the current license period. The Licensee can cancel the contract at any time during the license period. Data will not be deleted by the LegalTegrity until the end the retention period according to the respective laws and Licensee hat access to these data, unless otherwise instructed by the Licensee.
The right to terminate for good cause remains unaffected. License fees already paid for periods after the termination becomes effective shall be refunded to the Licensee if the Licensee terminates for good cause.
If the Licensee has not paid the license fee 30 days after the start of a license period and is in arrears with payment, LegalTegrity is entitled to pause the service until payment is received; during this time, information may be received from outside, but the Licensee has no access to this input. If the Licensee does not pay the license fee within a further 15 days after a reminder, LegalTegrity is entitled to terminate the service portal (see Section IV.D.3). The l Licensee’s data will be deleted by LegalTegrity if no subsequent payment of the license fees due is made within 6 months. In this case, however, the termination remains in force.
LegalTegrity is entitled to delete the Licensee’s solution and the data stored in the solution after the service has been provided within the framework of the GDPR. LegalTegrity shall inform the Licensee of the date of deletion at least 14 days in advance and show the Licensee options for backing up the stored data.
Insofar as the Terms and Conditions stipulate that the Agreement expires, ends, etc., the Parties agree that the provisions in Sections IV.A., IV.C., and VI. of these Terms and Conditions shall continue to apply after the expiry of the term.
It is possible for the Licensee to export the data contained in the solution. If the Licensee wishes to export data from the Solution in the event of imminent termination of the contract, the Licensee must perform the data export on the last day of the license period at the latest. If the Licensee does not export the data in good time, the data will be deleted after six months and it will no longer be possible to export the data.

E. Breach of duty

Either party may invoke a breach if the other party does not fulfil its obligations under these Terms. However, before it is entitled to invoke an infringement, the party relying on the breach must give the defaulting party seven working days to remedy the breach. The communication shall describe the obligations considered to have been breached.
If the breach is material, the party relying on it may terminate this Agreement. In this case, the notice must state that the party relying on it intends to terminate the Service.
A violation of the non-payment of the license fee by the Licensee is under Section V.D.4. described.

IV. Rights of the Licensee

A. Scope of use of the application

The Application can only be used for reporting and case management of whistleblower/HR reports on internal whistleblowing Applications. An internal whistleblower Application means that only employees of all kinds, service providers and other business partners, customers and external consultants (e.g. lawyers and accountants) can submit reports to the Application.
The Licensee is only entitled to use the Application in the intended sense, i.e. as a reporting platform for whistleblower cases. Licensee may not use the Application for criminal purposes (e.g drug trafficking, distribution of pornography, etc.) or otherwise violate any applicable legal regulation.
In order for the Licensee to use the Service, the Licensee must observe the limits of the maximum number of employees provided for in the package, which he has specified in the “Settings” section of the Administrator Portal as having been employed by him at the time of registration (headcount of employees, not full-time equivalent). The Licensee is obliged to deposit a change in the number of employees within the meaning of these Terms and Conditions in the course of a license period in the “Settings” section of the Administrator Portal of the Application, which has occurred not only temporarily by more than 10%.
LegalTegrity is entitled to investigate whether the restrictions on the use of the Application are respected. LegalTegrity is entitled to terminate the Service without notice in the event of non-compliance with the provisions in this section (cf. section 3.).

B. License

The User Agreement grants Licensee and the Licensee-companies a non-exclusive license to use the Application. The license is subject to the restrictions and conditions set forth in this Agreement.
The intellectual property rights are the property of LegalTegrity and are not transferred to the Licensee in any way.
LegalTegrity will indemnity the Licensee for any claim by third parties in the event of a violation of their rights.

C. Data

All Licensee data contained in the Application is the property of Licensee.
The data of the incidents reported in the Application is encrypted. Only the Licensee (not LegalTegrity) has access to the private key required to decrypt the data.
The Licensee is responsible for maintaining the editable texts in the Application and keeping them up to date.
Both the Licensee and LegalTegrity are entitled to transfer rights and obligations under these terms and conditions if the reason is a change in the ownership structure. The Licensee is granted a special right of termination in this case. This must be exercised by the Licensee within 14 days of notification by LegalTegrity.
If and for as long as the Licensee expressly consents, LegalTegrity is entitled to send the Licensee e-mail notifications about the Solution, e.g. information about the status, notifications, newsletters and information about new functionalities. The Licensee can maintain the relevant contact details in the Solution. The Licensee may object to this transmission in whole or in part at any time with effect for the future.

D. License fee, payments and invoices

The licensee pays LegalTegrity a license fee for the license period of one year from the activation of access to the whistleblower solution.
License fees shall be invoiced to the Licensee in an ordinary invoice and shall be transferred by the Licensee within 7 days to the Licensor’s specified account free of charge and without deduction.
If the licensee does not pay the recurring license fee and is in arrears with payment, the licensee’s access to the administrator portal will be blocked 30 days after the start of the new license period following a written reminder. If the licensee has not paid the license fee within a further 7 days, a second reminder email will be sent. If the licensee has not paid the license fee 45 days after the start of a license period, LegalTegrity is entitled to terminate the service. The Licensee’s data will be deleted by LegalTegrity if no subsequent payment of the license fees due is made within 6 months. In this case, however, the termination remains in effect.
The license fees are generally invoiced plus the applicable statutory VAT.

E. Package change

It is not possible to reduce the current package to another package with a lower license fee.
When Licensee upgrades a package, the benefits of a package change take effect immediately. Only the difference between the new higher package price and the previous package fee will be charged.

F. Support

Each relevant page in the Application’s administrator portal contains additional information about how to use the respective functionalities in the appropriate places.
In addition, there is a free support via e-mail at the address service@legaltegrity.com be requested. Telephone support is also possible at the telephone number named to the Licensee with the initialization email at the specified times.

G. Use and operation

The license agreement comes into force and the first license period begins on the day on which the account is activated for the Licensee. The solution can only be used once the Licensee has activated the solution.
The initialization email contains information required to reset an administrator user’s passwords if all administrator users have forgotten their password and therefore cannot log in to the Application’s administrator portal. It is very important that the Licensee retains the initialization email in an appropriate manner to ensure that it is not lost or destroyed and is not passed on to unauthorized persons.
If a supervisory authority – in accordance with mandatory provisions – lawfully requests access to the Licensee’s data in the Application, the Licensee is obliged to cooperate to the best of its ability in the transfer of the data to the Authority.

H. Availability of the Application

The Application is updated and improved each year with about three to four version updates. The most important version updates will be carried out at night (from 22:00 CET/CEST). The downtime of each major update depends on the content of the version update. Typically, the downtime is no more than 60 minutes. All important version updates will be announced by LegalTegrity at least 7 days before the release date to the Licensee’s administrator users on file in the Application.
Several minor updates/patches are released each year. The downtime of these individual minor updates/patches is not noticeable to the Licensee. The implementation of minor updates/patches is not communicated in advance.
Services for new versions and updates are included in the license fee. The Licensee shall not incur any further costs.
LegalTegrity ensures that availability is at least 99.8%. The availability percentage is calculated per calendar quarter. If the above availability percentage is not met, the Licensee may reduce the remuneration due for the month in question by 10%. If the availability in a month is below 98%, no remuneration shall be invoiced for this month or this equivalent shall be reimbursed to the Licensee.

I. Further development and correction of errors

LegalTegrity is continuously developing the Application and adding new functionalities. LegalTegrity is inspired by a continuous general dialogue with the users of the Application to develop new functionalities. LegalTegrity prioritizes the extent to which and in what order new functionalities are implemented.
LegalTegrity ensures that the solution always complies with the local legal requirements in the EU member states. Any clarifications by court or official decisions that clarify the legal requirements will be implemented immediately.
The correction of material errors begins within 12 normal working hours (CET/CEST) after the error has occurred with LegalTegrity. Troubleshooting will continue without undue delay until the error is resolved.
Licensee may not rely on the unavailability of the Solution while LegalTegrity is fixing a Fatal Error, provided that LegalTegrity fixes the Error within 24 hours from the time LegalTegrity is notified of the Error and provided that the number of Fatal Errors does not exceed 3 per calendar year.
Minor bugs are fixed as quickly as possible in a small update/patch, taking into account the extent to which the bug affects the Application. The Licensee may not rely on a violation of the service in the event of minor errors.
The distinction between serious and insignificant errors is made exclusively by LegalTegrity. However, the following errors are always considered fatal errors:
- Errors that cause the entire Application to be unavailable;
- Errors that cause reports to be unable to be submitted to the Application’s report portal;
- Errors that result in a User of the Licensee not being able to log in to the Administrator Portal of the Application, and
- Errors that result in it not being possible for a user of the Licensee and a whistleblower to communicate about the Application.
LegalTegrity is not responsible for errors in the Application caused by incorrect use or misuse of the Application by Licensee or third parties.
The Licensee is in favor of the correct configuration of the Application for use by his Company responsible.
In the event of an error that impairs the accessibility of the Solution for potential whistleblowers in such a way that no information can be received, LegalTegrity is obliged to notify the Licensee immediately and to provide immediate information within the Solution informing potential whistleblowers of the malfunction and its expected duration.

J. Security

LegalTegrity guarantees that the security of the Application corresponds to the state of the art in the context of hosting Internet-based applications. LegalTegrity’s Data Processing Policy contains a list of the technical and organizational measures taken to ensure a high level of information security. Hosting provider Deutsche Telekom is ISO 27001 certified with the Open Telekom Cloud. LegalTegrity is only permitted to change the hosting provider if 1. it notifies the Licensee at least 6 months before the change, 2. the new hosting provider is located within the EU, 3. data is no longer transferred to third countries and 4. the new hosting provider has the same certifications as the current one. In any case, the Licensee has a special right of termination if a change of hosting provider is to be made. LegalTegrity is not permitted to relocate the server location for LegalTegrity’s solution outside the EU and this shall give rise to an extraordinary right of termination on the part of the Licensee and unlimited liability on the part of LegalTegrity towards the Licensee`s companies.
LegalTegrity is not liable for the consequences of hostile attacks on the Application.
Licensee is required to comply with generally accepted security guidelines, including (but not limited to):
- No sharing of passwords for the Application’s administrator portal.
- Login to the Application’s administrator portal only through secure computers with up-to-date antivirus/antimalware software installed.
- Regular review of administrators’ accounts and suspension or updating of administrators’ accounts in case of separation from an employee or change of position of an employee.
- In the “Download Reports/Editing Log” section, the Licensee can download lists of activities carried out in its LegalTegrity application. This should be done regularly in order to detect irregularities at an early stage.
Telekom maintains two redundant data centers with daily backups for the OTC. These backups are deleted after one week. LegalTegrity takes an additional 14-day backup. If the Licensee of LegalTegrity wants a backup of his data, it must request in writing to LegalTegrity. The costs for this are to be remunerated separately and amount to 300,00 € plus the respective statutory VAT for the separate backup of the data, insofar as the reason for the data backup is not due to LegalTegrity.

K. Processing of personal data

The processing of personal data is governed by LegalTegrity’s Data Processing Conditions
The Application is configured to comply with the requirements of EU legislation on the processing of personal data (GDPR). Passwords (to the administrator portal and the whistleblower’s mailbox) must be at least 8 characters long, contain a mixture of uppercase and lowercase letters, and contain at least one digit. Access to the Application is suspended for 5 minutes after 10 consecutive unsuccessful login attempts. Access to the solution is suspended for 5 minutes after 6 consecutive unsuccessful login attempts. The blocking period is gradually increased to up to 11 days in the event of repeated incorrect entries.The Licensee is obliged to ensure the secrecy of passwords and usernames.
The Licensee is obliged to ensure the confidentiality of passwords and user names.

V. Final provisions

The Terms apply automatically from the time the Licensee places the order for the Service in the LegalTegrity Portal.
Changes and additions to this contract must be made in writing in order to be effective and must have been accepted by all parties. This also applies to the amendment of this provision. § 305b BGB remains unaffected by this.
The updated terms and conditions can be downloaded at any time here: https://legaltegrity.com/legal. LegalTegrity’s Data Processing Terms can be downloaded from https://legaltegrity.com/datenschutz.
The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Frankfurt am Main.
Should individual provisions of this contract require interpretation or supplementation in whole or in part, the interpretation or supplementation shall be made in such a way that the spirit, content and purpose of this contract is best met. The provisions which the parties would reasonably have agreed upon if they had considered the need for interpretation or supplementation of the provision in question when concluding this contract shall apply. Should this contract have a loophole, the above section VI.7 shall apply. accordingly.
Each party shall bear its own costs unless this Agreement provides otherwise.
This contract and its interpretation are subject exclusively to German law.