Anonymous Reporting Portal — Terms of Service
Version 1.0 — February 2026 · Last Updated: 11 February 2026
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1. Introduction and Acceptance

1.1 These Terms of Service (these “Terms”) govern the access to and use of the Anonymous Reporting Portal (the “Portal”) provided by [Portal Operator Legal Entity Name], a company incorporated in [Jurisdiction], with its registered office at [Address] (the “Provider,” “we,” “us,” or “our”).

1.2 The Portal is a software-as-a-service platform that enables organisations (“Subscribing Organisations” or “Customers”) to receive anonymous reports of potential misconduct, compliance violations, or safety concerns from their employees, contractors, vendors, and other third parties (each a “Reporter”).

1.3 By registering for a Portal account, accessing or using the Portal, or by clicking the acceptance button during the registration process, the person completing the registration (“Authorised Representative”) represents and warrants that they have the authority to bind the Customer to these Terms and agrees to these Terms on behalf of the Customer. If the Authorised Representative does not have such authority, or if the Customer does not agree to these Terms, the Customer must not access or use the Portal.

1.4 These Terms incorporate by reference the following documents, which form part of the agreement between the Customer and the Provider (collectively, the “Agreement”):

  • (a) the Data Processing Agreement (“DPA”);
  • (b) the Privacy Notice;
  • (c) the Acceptable Use Policy (Section 7 of these Terms);
  • (d) the Service Level Terms (Schedule 1 to these Terms); and
  • (e) any Order Form, subscription confirmation, or pricing schedule accepted by the Customer.

1.5 In the event of a conflict between these Terms and the DPA, the DPA shall prevail in respect of the processing of personal data. In all other respects, these Terms shall prevail over any other document forming part of the Agreement unless expressly stated otherwise.

2. Definitions

In these Terms, unless the context otherwise requires:

  • “Account” means the Customer’s registered account on the Portal, including all associated settings, configurations, and user credentials.
  • “Administrator” means any individual designated by the Customer to manage the Account, configure Portal settings, and assign Reviewer access.
  • “Authorised Users” means Administrators, Reviewers, and any other individuals authorised by the Customer to access the Portal’s administrative functions.
  • “Confidential Information” means any non-public information disclosed by either party to the other in connection with the Agreement, including but not limited to business plans, technical data, pricing, Report Data, and security measures. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was already known to the receiving party without restriction; (iii) is independently developed by the receiving party; or (iv) is rightfully received from a third party without restriction.
  • “Customer Data” means all data submitted to or generated through the Portal in connection with the Customer’s Account, including Report Data, Account configuration data, and Authorised User credentials.
  • “Documentation” means the user guides, administrator guides, API documentation, and other technical materials made available by the Provider in connection with the Portal.
  • “Effective Date” means the date on which the Customer completes the registration process and accepts the Agreement.
  • “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, database rights, design rights, know-how, and all other intellectual property rights.
  • “Report Data” means all data submitted by Reporters through the Portal, including report categories, free-text descriptions, approximate dates and time frames, location or business unit information, system-generated reference numbers, submission timestamps, and follow-up messages.
  • “Reporter” means any individual who submits a report through the Portal.
  • “Reviewer” means any individual designated by the Customer to receive, read, and respond to reports submitted through the Portal.
  • “Subscription Term” means the period during which the Customer is entitled to access and use the Portal, as specified in the applicable Order Form or subscription confirmation.

3. The Portal Service

3.1 Service Description

The Provider shall make the Portal available to the Customer during the Subscription Term in accordance with these Terms and the Service Level Terms set out in Schedule 1. The Portal provides the following core functionality:

  • (a) An anonymous reporting interface accessible via web browser, through which Reporters may submit reports without revealing their identity.
  • (b) A secure reviewer administration interface through which Authorised Users may receive, review, triage, and manage submitted reports.
  • (c) An anonymous two-way messaging system that enables Reviewers to communicate with Reporters via system-generated reference numbers, without compromising Reporter anonymity.
  • (d) Configurable report categories, routing rules, and retention settings.
  • (e) Submission timestamp recording and acknowledgement tracking to support compliance with the EU Whistleblower Protection Directive and other applicable legislation.

3.2 Anonymity Architecture

(a) The Portal is designed so that no personally identifiable information about Reporters is collected, stored, or transmitted. The Provider does not log, store, or forward Reporter IP addresses, does not use cookies or tracking technologies on the reporting interface, and does not collect browser or device metadata from Reporters.

(b) The Provider shall maintain the anonymity architecture described in paragraph (a) throughout the Subscription Term and shall not introduce any change to the Portal that would compromise Reporter anonymity without the prior written consent of the Customer.

3.3 Availability The Provider shall use commercially reasonable efforts to make the Portal available in accordance with the uptime commitment specified in Schedule 1 (Service Level Terms). Scheduled maintenance windows and emergency maintenance are addressed in Schedule 1.

3.4 Support The Provider shall provide technical support to Authorised Users in accordance with the support terms specified in Schedule 1. Support is available to Administrators and Reviewers only; the Provider does not provide direct support to Reporters.

3.5 Updates and Modifications (a) The Provider may update, modify, or enhance the Portal from time to time. The Provider shall use reasonable efforts to notify the Customer of material changes to the Portal’s functionality at least fifteen (15) days in advance. (b) The Provider shall not remove or materially diminish any core functionality described in Section 3.1 during the Subscription Term without the Customer’s prior written consent, unless required by law.

4. Customer Obligations

4.1 Account Management (a) The Customer is responsible for designating Administrators and Reviewers, managing Account credentials, and ensuring that all Authorised Users comply with these Terms. (b) The Customer shall ensure that all Account credentials are kept confidential and shall promptly notify the Provider of any unauthorised access to or use of the Account. (c) The Customer is responsible for all activity that occurs under its Account, whether or not authorised by the Customer, except to the extent caused by the Provider’s breach of its security obligations.

4.2 Compliance with Law (a) The Customer is responsible for its own compliance with all applicable laws and regulations in connection with its use of the Portal, including but not limited to the EU Whistleblower Protection Directive (2019/1937) and its national transpositions, the UK Public Interest Disclosure Act 1998, the Sarbanes-Oxley Act, the Dodd-Frank Act, and applicable data protection laws. (b) The Customer acknowledges that it acts as the data controller in respect of personal data contained in Report Data and is responsible for establishing the lawful basis for processing such data, as further described in the DPA. (c) The Customer is responsible for providing appropriate privacy notices to its employees, contractors, and other potential Reporters regarding the availability and operation of the Portal and the processing of personal data in connection with reports.

4.3 Non-Retaliation The Customer shall maintain and enforce a policy prohibiting retaliation against any individual who makes a good-faith report through the Portal, in accordance with applicable law including the EU Whistleblower Protection Directive, the UK Public Interest Disclosure Act, and applicable U.S. federal and state whistleblower protection statutes.

4.4 Investigation Responsibilities The Customer is solely responsible for investigating reports received through the Portal and for taking any remedial, disciplinary, or corrective action it deems appropriate. The Provider does not investigate reports, advise on the merits of any report, or provide legal advice.

4.5 Regulatory Acknowledgement Obligations Where the Customer is subject to the EU Whistleblower Protection Directive or national transpositions thereof, the Customer is responsible for acknowledging receipt of reports within seven (7) days and providing feedback to the Reporter within three (3) months. The Portal provides functionality to support these obligations, but the Customer remains solely responsible for meeting the applicable deadlines.

5. Fees and Payment

5.1 The Customer shall pay the fees specified in the applicable Order Form or subscription confirmation (the “Fees”). Unless otherwise stated, Fees are quoted exclusive of applicable taxes, duties, and levies.

5.2 Fees are due and payable in accordance with the billing cycle specified in the Order Form. If no billing cycle is specified, Fees are invoiced annually in advance and are due within thirty (30) days of the invoice date.

5.3 If the Customer fails to pay any undisputed Fees within fifteen (15) days after the due date, the Provider may, upon ten (10) days’ prior written notice: (a) charge interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by applicable law; and (b) suspend the Customer’s access to the Portal (excluding access to retrieve existing Report Data) until all outstanding amounts are paid in full.

5.4 The Provider may adjust Fees at the commencement of any renewal Subscription Term by providing at least sixty (60) days’ prior written notice. If the Customer does not agree to the revised Fees, the Customer may terminate the Agreement at the end of the then-current Subscription Term by providing written notice before the renewal date.

5.5 All Fees paid are non-refundable except as expressly stated in these Terms or as required by applicable law.

6. Intellectual Property

6.1 Provider IP (a) The Provider retains all Intellectual Property Rights in and to the Portal, the Documentation, and all underlying technology, software, algorithms, designs, and know-how. Nothing in the Agreement transfers or assigns any Intellectual Property Rights from the Provider to the Customer. (b) Subject to the Customer’s compliance with the Agreement, the Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Portal during the Subscription Term solely for the Customer’s internal business purposes as described in these Terms.

6.2 Customer Data (a) As between the parties, the Customer retains all rights, title, and interest in and to all Customer Data. The Provider acquires no rights in Customer Data except the limited rights granted in this Section 6.2. (b) The Customer grants the Provider a non-exclusive, worldwide, royalty-free licence to use, copy, store, transmit, and process Customer Data solely to the extent necessary to provide, maintain, and improve the Portal in accordance with the Agreement and the DPA. (c) The Provider shall not access, use, or disclose Customer Data for any purpose other than providing the Portal service, except as required by law or as expressly authorised by the Customer in writing.

6.3 Aggregated and Anonymised Data The Provider may generate aggregated, de-identified, and anonymised statistical data derived from the operation of the Portal (e.g., aggregate report volumes, category distributions, and platform usage metrics) that does not identify the Customer, any Reporter, or any individual. The Provider may use such data for any lawful purpose, including product improvement, benchmarking, and reporting. For the avoidance of doubt, this provision does not authorise the Provider to disclose Customer Data or Report Data in a form that could identify the Customer or any individual.

6.4 Feedback If the Customer or any Authorised User provides suggestions, ideas, enhancement requests, or other feedback regarding the Portal (“Feedback”), the Provider may freely use, incorporate, and commercialise such Feedback without obligation to the Customer. Feedback does not constitute Customer Data or Confidential Information.

7. Acceptable Use Policy

7.1 Permitted Use The Portal may be used only for the purpose of receiving and managing anonymous reports of potential misconduct, compliance violations, or safety concerns, and for related investigative and remedial activities.

7.2 Prohibited Conduct The Customer shall ensure that the Portal is not used, and shall instruct its Authorised Users not to use the Portal:

  • (a) to submit reports that the reporter knows to be false, fabricated, or malicious;
  • (b) to harass, defame, threaten, intimidate, or discriminate against any individual;
  • (c) to submit content that is obscene, unlawful, or that infringes the rights of any third party;
  • (d) to attempt to identify, de-anonymise, or re-identify any Reporter, or to use Portal functionality or data for that purpose;
  • (e) to circumvent, disable, or interfere with the Portal’s security features, anonymity architecture, or access controls;
  • (f) to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Portal;
  • (g) to use automated scripts, bots, or other programmatic means to access or interact with the Portal, except through APIs expressly provided and authorised by the Provider;
  • (h) to sublicense, resell, rent, lease, or otherwise make the Portal available to any third party, except that the Customer may make the reporting interface available to its employees, contractors, and other stakeholders for the purpose of submitting reports;
  • (i) to use the Portal in any manner that violates applicable law or regulation; or
  • (j) to use the Portal for any purpose other than the permitted use described in Section 7.1.

7.3 Enforcement (a) If the Provider becomes aware of a violation of this Acceptable Use Policy, the Provider shall notify the Customer and provide a reasonable opportunity to cure the violation, except where immediate action is necessary to prevent harm to the Portal, other customers, or third parties. (b) In the event of a material or repeated violation that the Customer fails to cure within ten (10) days of notice (or immediately in the case of a violation requiring urgent action), the Provider may suspend the Customer’s access to the affected functionality until the violation is remediated. The Provider shall use reasonable efforts to limit the scope and duration of any suspension.

8. Confidentiality

8.1 Each party (the “Receiving Party”) shall keep confidential all Confidential Information received from the other party (the “Disclosing Party”) and shall not use the Disclosing Party’s Confidential Information for any purpose other than the performance of its obligations under the Agreement.

8.2 The Receiving Party may disclose Confidential Information only to its employees, officers, directors, contractors, and professional advisers who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Section 8.

8.3 The obligations of confidentiality in this Section 8 do not apply to information that the Receiving Party is required to disclose by law, court order, or regulatory authority, provided that the Receiving Party (to the extent permitted by law) gives the Disclosing Party prompt notice of the requirement and cooperates with any efforts to seek a protective order or other appropriate remedy.

8.4 The obligations of confidentiality in this Section 8 shall survive termination or expiry of the Agreement for a period of three (3) years, except in respect of trade secrets, which shall remain subject to confidentiality obligations for as long as they remain trade secrets.

9. Warranties and Disclaimers

9.1 Provider Warranties The Provider warrants that: (a) it has the legal right and authority to enter into the Agreement and to provide the Portal; (b) the Portal will perform materially in accordance with the Documentation during the Subscription Term; (c) it will provide the Portal using reasonable skill and care and in accordance with generally accepted industry standards; (d) to the Provider’s knowledge, the Portal does not infringe the Intellectual Property Rights of any third party in any material respect; and (e) it will maintain the anonymity architecture described in Section 3.2 throughout the Subscription Term.

9.2 Customer Warranties The Customer warrants that: (a) it has the legal right and authority to enter into the Agreement; (b) the Authorised Representative has the authority to bind the Customer; (c) its use of the Portal will comply with all applicable laws and regulations; and (d) it will fulfil its obligations as data controller in respect of personal data processed through the Portal.

9.3 Disclaimers (a) EXCEPT AS EXPRESSLY SET OUT IN SECTION 9.1, THE PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. (b) The Provider does not warrant that the Portal will be uninterrupted, error-free, or free of vulnerabilities. The Provider does not warrant that the Portal will meet the Customer’s specific requirements except as expressly stated in these Terms. (c) The Provider does not provide legal advice and makes no warranty regarding the legal sufficiency of the Portal to satisfy the Customer’s obligations under any specific law or regulation. The Customer is solely responsible for obtaining independent legal advice regarding its compliance obligations.

10. Limitation of Liability

10.1 SUBJECT TO SECTION 10.4, THE PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID AND PAYABLE BY THE CUSTOMER TO THE PROVIDER UNDER THE AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) [USD $50,000 / AMOUNT TO BE DETERMINED].

10.2 SUBJECT TO SECTION 10.4, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, IN EACH CASE WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 The Customer acknowledges that the Portal is a reporting and communication platform and that the Provider has no control over the content of reports, the accuracy or completeness of any report, or the actions taken or not taken by the Customer in response to any report. The Provider shall have no liability arising from the content of any report or from the Customer’s investigation or handling of any report.

10.4 Nothing in the Agreement shall limit or exclude either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited or excluded by applicable law; (d) the Customer’s obligation to pay the Fees; or (e) either party’s indemnification obligations under Section 11.

10.5 For Customers domiciled in the European Union: nothing in this Section 10 is intended to limit the Provider’s liability in a manner that is not permitted under the applicable laws of the Customer’s EU Member State. Where mandatory consumer protection or other laws require a higher standard of liability, those laws shall prevail.

11. Indemnification

11.1 Provider Indemnity (a) The Provider shall indemnify, defend, and hold harmless the Customer from and against any third-party claims, demands, actions, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from the Provider’s material breach of Section 3.2 (Anonymity Architecture), Section 9.1(d) (IP non-infringement warranty), or the DPA, except to the extent that such claims arise from the Customer’s own breach of the Agreement. (b) If the Portal becomes, or in the Provider’s reasonable opinion is likely to become, the subject of an intellectual property infringement claim, the Provider may, at its option and expense: (i) procure the right for the Customer to continue using the Portal; (ii) modify the Portal to make it non-infringing without materially diminishing its functionality; or (iii) if neither (i) nor (ii) is commercially practicable, terminate the Agreement and refund any prepaid Fees for the unused portion of the Subscription Term.

11.2 Customer Indemnity The Customer shall indemnify, defend, and hold harmless the Provider from and against any third-party claims, demands, actions, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) the Customer’s breach of Section 4 (Customer Obligations) or Section 7 (Acceptable Use Policy); (b) the Customer’s processing of personal data in breach of applicable data protection law; or (c) the Customer’s investigation or handling of any report received through the Portal.

11.3 Indemnification Procedure The indemnifying party’s obligations under this Section 11 are conditioned on the indemnified party: (a) providing prompt written notice of the claim; (b) granting sole control of the defence and settlement to the indemnifying party (provided that the indemnifying party shall not settle any claim without the indemnified party’s prior written consent if the settlement imposes obligations on, or admits liability of, the indemnified party); and (c) providing reasonable cooperation at the indemnifying party’s expense.

12. Term and Termination

12.1 Subscription Term (a) The initial Subscription Term shall be as specified in the applicable Order Form or subscription confirmation. If no term is specified, the initial Subscription Term shall be twelve (12) months from the Effective Date. (b) Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, the Subscription Term shall automatically renew for successive periods of the same duration as the initial Subscription Term.

12.2 Termination for Cause Either party may terminate the Agreement with immediate effect by providing written notice to the other party if: (a) the other party commits a material breach of the Agreement and fails to cure such breach within thirty (30) days of receipt of written notice specifying the breach; or (b) the other party becomes insolvent, enters into administration, receivership, or liquidation, makes an assignment for the benefit of creditors, or is the subject of any similar proceeding.

12.3 Termination for Convenience The Customer may terminate the Agreement for convenience at any time by providing at least thirty (30) days’ prior written notice. In such case, the Customer shall not be entitled to a refund of any prepaid Fees for the remainder of the then-current Subscription Term unless otherwise required by applicable law.

12.4 Effect of Termination Upon termination or expiry of the Agreement: (a) All rights and licences granted to the Customer under the Agreement shall immediately cease. (b) The Customer’s access to the Portal’s administrative interface shall be terminated, subject to a transition period of thirty (30) days during which the Customer may retrieve Report Data. (c) The Provider shall delete or return Customer Data in accordance with Section 4.8 of the DPA. (d) Each party shall return or destroy the other party’s Confidential Information, except to the extent retention is required by law or for the purpose of exercising or defending legal claims. (e) Sections 2, 6.1, 6.3, 8, 9.3, 10, 11, 12.4, 13, 14, and 15 shall survive termination or expiry.

13. Data Protection

13.1 The processing of personal data in connection with the Portal is governed by the DPA, which forms part of this Agreement and is incorporated by reference.

13.2 To the extent that the Provider processes personal data on behalf of the Customer, the Provider acts as a data processor and the Customer acts as a data controller, as those terms are defined in the EU GDPR and UK GDPR.

13.3 The Customer acknowledges and agrees that the Portal is designed to operate without collecting personal data of Reporters, and that the Provider has no obligation to assist the Customer in identifying Reporters or in responding to data subject requests from Reporters in connection with their use of the anonymous reporting functionality.

14. General Provisions

14.1 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government action, power failures, internet or telecommunications failures, or cyberattacks. The affected party shall give prompt notice and use reasonable efforts to mitigate the effect.

14.2 Assignment. The Customer may not assign or transfer the Agreement without the Provider’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all of the Customer’s assets, provided that the assignee agrees in writing to be bound by the Agreement. The Provider may assign the Agreement without consent in connection with a merger, acquisition, or reorganisation, or to an affiliate, provided that the assignee assumes all of the Provider’s obligations under the Agreement.

14.3 Notices. All notices under the Agreement shall be in writing and shall be sent by email to the addresses specified in the Account registration (for the Customer) and at the Provider’s contact address specified on the Portal (for the Provider). Notices are deemed received on the business day following transmission if sent by email.

14.4 Waiver. A waiver of any right or remedy under the Agreement shall be effective only if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

14.5 Severability. If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be interpreted or modified to the minimum extent necessary to make it valid and enforceable.

14.6 Entire Agreement. The Agreement (comprising these Terms, the DPA, the Privacy Notice, any Order Form, and any other documents expressly incorporated by reference) constitutes the entire agreement between the parties with respect to the Portal and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral.

14.7 Third-Party Rights. Unless expressly stated otherwise, nothing in the Agreement confers any rights on any third party under the Contracts (Rights of Third Parties) Act 1999 (UK) or any equivalent legislation. For the avoidance of doubt, Reporters are not third-party beneficiaries of the Agreement.

14.8 Independent Contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

14.9 Export Compliance. The Customer shall comply with all applicable export control and trade sanctions laws and regulations in connection with its use of the Portal.

15. Governing Law and Dispute Resolution

15.1 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with:

  • (a) for Customers domiciled in the European Union: the laws of [Ireland / the Netherlands], and the courts of [Ireland / the Netherlands] shall have exclusive jurisdiction;
  • (b) for Customers domiciled in the United Kingdom: the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction;
  • (c) for Customers domiciled in the United States: the laws of the State of [New York / Delaware], without regard to its conflict of laws principles, and the state and federal courts located in [New York / Delaware] shall have exclusive jurisdiction; and
  • (d) for Customers domiciled in any other jurisdiction: the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

15.2 Notwithstanding Section 15.1, nothing in the Agreement shall prevent either party from seeking injunctive or other equitable relief in any court of competent jurisdiction.

15.3 The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Schedule 1: Service Level Terms

1. Uptime Commitment

1.1 The Provider shall use commercially reasonable efforts to maintain the Portal at an availability level of at least 99.5% during each calendar month, measured as follows: Availability % = ((Total Minutes in Month – Downtime Minutes) / Total Minutes in Month) × 100

1.2 “Downtime” means any period during which the Portal’s reporting interface or reviewer administration interface is materially unavailable to users, excluding Scheduled Maintenance and Excused Downtime.

2. Scheduled Maintenance

2.1 The Provider may perform scheduled maintenance during the maintenance window of [Saturdays 02:00–06:00 UTC]. The Provider shall provide at least seventy-two (72) hours’ prior notice of scheduled maintenance via email to the Account’s designated Administrators.

2.2 Scheduled maintenance shall not count toward Downtime for the purposes of the availability calculation.

3. Emergency Maintenance

3.1 The Provider may perform emergency maintenance outside the scheduled maintenance window where necessary to address critical security vulnerabilities, data integrity issues, or imminent threats to the Portal’s operation. The Provider shall notify affected Customers as soon as practicable.

3.2 Emergency maintenance shall not count toward Downtime for the purposes of the availability calculation.

4. Excused Downtime

“Excused Downtime” means any unavailability caused by: (a) force majeure events as described in Section 14.1 of the Terms; (b) failures of the Customer’s internet connectivity, devices, or systems; (c) third-party services outside the Provider’s reasonable control; or (d) actions or omissions of the Customer or its Authorised Users.

5. Service Credits

5.1 If the Portal fails to meet the 99.5% uptime commitment in any calendar month, the Customer may request a service credit by submitting a written request to the Provider within thirty (30) days of the end of the affected month.

5.2 Service credits shall be calculated as follows:

  • Monthly Availability 99.0% – 99.49%: Service Credit 5% of Monthly Fee
  • 95.0% – 98.99%: 10%
  • 90.0% – 94.99%: 25%
  • Below 90.0%: 50%

5.3 Service credits are the Customer’s sole and exclusive remedy for the Provider’s failure to meet the uptime commitment. Service credits shall be applied against future invoices and are not redeemable for cash. The aggregate service credits for any calendar month shall not exceed 50% of the Customer’s monthly Fee for that month.

6. Support

6.1 The Provider shall provide technical support to Administrators and Reviewers via email during business hours ([09:00–18:00 UTC, Monday–Friday, excluding Provider holidays]).

6.2 Support requests shall be categorised and responded to as follows: Critical (Portal completely unavailable): Within 2 hours; High (material functionality impaired): Within 8 business hours; Medium (non-critical issue): Within 2 business days; Low (general enquiry): Within 5 business days.

6.3 For Critical severity issues, the Provider shall provide support outside of standard business hours and shall use best efforts to restore service as quickly as possible.

7. Incident Communication

7.1 In the event of an unplanned service disruption affecting the Portal, the Provider shall: (a) publish a status notification on the Provider’s status page within thirty (30) minutes of identifying the disruption; (b) provide updates at regular intervals (not less than every sixty (60) minutes for Critical issues) until the disruption is resolved; and (c) provide a post-incident summary within five (5) business days of resolution, identifying the root cause, impact, and corrective actions taken.

[End of Terms of Service]