Terms of Use

Terms of Use Effective Date: January 1, 2025

These Terms of Use (hereinafter referred to as the “Terms”) govern the rules, conditions, and manner in which Users may use the Whispla online platform and services (hereinafter the “Platform” or “Service”). By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree to all provisions of these Terms, do not use or access the Platform.

  1. Definitions

    • Platform / Service – An online whistleblowing solution operated by BinSoft Sp. z o.o. under the name “Whispla,” accessible via the domain(s) indicated by BinSoft.
    • Operator / We / Us – BinSoft Sp. z o.o., with its registered office at ul. Władysława IV 35, 12-100 Szczytno, Poland, entered in the Register of Entrepreneurs KRS: 0000618367, NIP: 7451846889, REGON: 364251875 (hereinafter “BinSoft”).
    • User / You – Any natural person or legal entity that accesses or uses the Platform, including but not limited to whistleblowers, Administrators, or other authorized users.
    • Whistleblower – A User who submits a report concerning alleged misconduct, violations, or other irregularities via the Platform.
    • Administrator – A User granted administrative privileges to review, manage, and respond to whistleblower reports within the Platform.
    • Agreement – Any agreement concluded electronically between the Operator and the User regarding the provision of Services.

  2. Acceptance of Terms

    • By creating an account, accessing, or otherwise using the Platform, you confirm that you have read, understood, and agree to comply with these Terms and any other applicable policies referred to herein (e.g., Privacy Policy).
    • If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.

  3. Scope of Services

    • Provision of Services: Whispla is a cloud-based whistleblowing platform that allows organizations to receive, manage, and respond to reports from whistleblowers concerning alleged misconduct or violations.
    • Features: Key functionalities include:
      1. Secure submission of reports via a dedicated reporting channel or website.
      2. Confidential and, where applicable, anonymous communication between whistleblowers and authorized Administrators.
      3. Management dashboard for Administrators to categorize, investigate, and close cases.
      4. Optional email or in-app notifications to keep Users updated on case status.
    • Modifications: The Operator may add, remove, or modify features of the Platform at any time. In the event of significant changes, the Operator will use reasonable efforts to notify Users (e.g., email, system alerts).

  4. User Accounts

    • Registration: To use certain functionalities of the Platform (e.g., manage whistleblowing reports), you may be required to register an account. You agree to provide accurate and current information during registration.
    • Security of Credentials: You are responsible for maintaining the confidentiality of your login credentials. Any actions taken using your account are your responsibility.
    • Account Types:
      1. Administrator Account: Allows Users to manage the whistleblowing process (view, investigate, respond to reports).
      2. Whistleblower Account (optional): Some organizations allow whistleblowers to create an account to track their submission, while others enable fully anonymous submissions without creating an account.
    • Account Suspension or Termination: The Operator may suspend or terminate your account if you violate these Terms, engage in fraudulent or unlawful activities, or for other reasons at the Operator’s discretion.

  5. User Obligations

    • Lawful Use: You agree to use the Platform solely for lawful purposes and in accordance with these Terms.
    • Prohibition of Abuse: You shall not:
      1. Submit false, misleading, or defamatory content,
      2. Attempt to gain unauthorized access to other Users’ data,
      3. Introduce malware, viruses, or use the Platform in any way that disrupts its integrity.
    • Data Protection: If you handle personal data within the Platform, you warrant that you will comply with all applicable data protection regulations (e.g., GDPR, local privacy laws).

  6. Fees and Payments

    • Pricing Plans: Depending on the subscription level chosen by your organization, certain fees may apply. Pricing details are available on our Price List or within a separate written agreement.
    • Billing and Invoices: The Operator may invoice Users or authorized entities for subscription fees. Payment details and billing cycles will be specified in the relevant subscription plan or Agreement.
    • Late Payment: Failure to pay fees on time may result in suspension or termination of access to certain Platform features, at the Operator’s discretion.

  7. Intellectual Property

    • Ownership: All intellectual property rights in the Platform, including software, trademarks, logos, text, and graphics, belong to the Operator or its licensors.
    • License to Use: Subject to these Terms, the Operator grants you a limited, non-exclusive, non-transferable license to use the Platform’s functionalities for your internal business or organizational purposes.
    • Restrictions: You shall not copy, modify, distribute, sell, or lease any part of our Platform or its software, nor reverse-engineer or attempt to extract the source code, unless such restrictions are prohibited by law.

  8. Confidentiality

    • Confidential Information: The Platform may facilitate the transfer of confidential or sensitive data (e.g., whistleblowing reports, personal data). You agree to maintain the confidentiality of any such information received and only use it as necessary for legitimate internal investigations or compliance with legal obligations.
    • Exclusions: Confidentiality obligations do not apply to information that is or becomes publicly available, or that was lawfully obtained without confidentiality obligations.

  9. Liability

    • Disclaimer: The Platform is provided “as is” and “as available.” The Operator disclaims all warranties, expressed or implied, including those of merchantability, fitness for a particular purpose, and non-infringement.
    • Limitation of Liability: To the extent permissible by law, the Operator shall not be liable for any indirect, incidental, special, consequential, or punitive damages, nor for any loss of profits, data, or revenue, arising out of or related to the use or inability to use the Platform.
    • Indemnification: You agree to indemnify, defend, and hold harmless the Operator from any claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising from your violation of these Terms or misuse of the Platform.

  10. Termination

    • User Termination: You may discontinue use of the Platform at any time. If you have a subscription plan, you must follow the termination notice terms specified in your subscription agreement or plan.
    • Operator Termination: The Operator may terminate or suspend your account if you violate these Terms, engage in harmful conduct, or upon a request by law enforcement.
    • Effect of Termination: Upon termination, your rights to access or use the Platform will immediately cease. The Operator may, in accordance with the Privacy Policy, delete or anonymize User data, except where legal obligations require retention.

  11. Amendments to the Terms

    • Right to Amend: The Operator reserves the right to modify these Terms at any time to reflect changes in the law, Platform features, or corporate policies.
    • Notice: In case of significant modifications, the Operator will notify Users by email or a prominent notice on the Platform prior to the changes becoming effective.
    • Acceptance of Amendments: Continued use of the Platform after amendments are posted constitutes acceptance of the revised Terms.

  12. Governing Law and Dispute Resolution

    • Governing Law: These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of Poland, unless otherwise required by local mandatory laws.
    • Jurisdiction: Any disputes shall be subject to the exclusive jurisdiction of the competent courts in Poland, unless otherwise stipulated by mandatory legal provisions.

  13. Final Provisions

    • Severability: If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be replaced by a valid and enforceable provision that most closely matches the original intent, and the remaining provisions shall remain in full force and effect.
    • Entire Agreement: These Terms, together with the Privacy Policy and any additional agreements you have with the Operator, constitute the entire agreement between you and the Operator regarding the use of the Platform.
    • Contact: For any questions or concerns about these Terms or the Platform, please contact us at: BinSoft Sp. z o.o. ul. Władysława IV 35, 12-100 Szczytno, Poland E-mail: contact@binsoft.pl