End User Licence Agreement

This EULA (“Terms”) (together with the documents referred to in it) sets out the terms on which you may make use of our [Xono whistleblowing] Android and/or iOS mobile applications. Use of our Mobile App (defined below) includes accessing, browsing, or using our Mobile App or submitting contact information to us.

Please read these Terms carefully before you start to use our Mobile App, as these Terms will apply to your use. We recommend that you print a copy of this for future reference.

Xono Limited (“we”, “us” and “our”) are a company incorporated in the Isle of Man with company number 134387C. Our registered office is at 96 Fairways Drive, Mount Murray, Santon, Isle of Man, IM4 2JF.

If you wish to contact us, you can:

We license you to use:

as permitted in these Terms.

Our whistleblowing reporting Mobile App enables authorised users, to anonymously report any suspected abuse or breach of regulatory obligations of an organisation and/or business, whilst maintaining anonymity and confidentiality.

These Terms refers to the following additional terms, which also apply to your use of the Mobile App or any of our Services:

Our Mobile App may be used with devices running Apple OS and/or Google Android devices or tablets (“Device”) but may not be compatible with all devices. It is your responsibility to ensure you are able to comply with the requirements of the mobile app stores from which our Mobile App is downloaded and you have all relevant system requirements and updates required to run our Mobile App. You should always use the latest version of our Mobile App on your Device as it may contain updates and upgrades essential for our Services.

It is your responsibility to pay for all costs, charges and expenses (including data charges) relating to your use of our Mobile App and Services. We are not responsible for the costs of any software, hardware, telecommunications equipment, or any other expense required to you as an authorised user to access our Mobile App and/or Services.

We accept no responsibility for any lack of functionality, for example, due to your Device, internet connection, operating system or settings and software. We reserve the right to withdraw, take down or amend all or any part of our Mobile App at any time, without notice.

Once you have accepted the terms of this End User Licence Agreement you will then be able to continue to complete the registration steps necessary to create your user account (“User Account”). You will also be required to have ACCEPTED our (i) our Privacy Policy; and (ii) our Cookie Policy.

In order to complete the registration steps necessary, you will be required to provide a username and password. You will be prompted to choose a strong and secure password and you agree to keep any password secure and confidential.

Your company, business and/or organisation will have provided you with a unique activation code, which you will be prompted to insert in order to access the Mobile App.

You shall be solely responsible for any and all content you upload using the Mobile App and/or Services.

In return for agreeing to comply with these Terms you may: (i) download the Mobile App onto your Device and view, use and display the Mobile App and Services for your personal purposes only; (ii) use any Documentation to support your permitted use of the Mobile App and the Services; (iii) receive and use any free supplementary software code or updates of the Mobile App incorporating “patches” and corrections or errors as we may provide to you from time to time.

You are not permitted to assign or transfer your User Account, including any username, password or other login information to any other person or party, whether for money or anything else or for free. If you sell any Device on which the Mobile App is installed, you must remove the Mobile App from it. We are giving you personally the right to use our Mobile App and Services as set out above.

You may need to re-authenticate your User Account from time to time. This might occur in circumstances where we need you to update your User Account, or where your company, business and/or organisation requires. A new unique activation code will be sent to you to facilitate this.

In the event you do not re-authenticate your User Account, you will no longer be able to use or access our Mobile App and/or any Services.

We may need to amend these Terms from time to time to reflect changes in law or best practice or to deal with additional features which we introduce.

In the event we need to amend these Terms you will be notified at the time when you next load our Mobile App. The updated Terms will appear for you to read and accept before continuing to login. The new Terms will apply to your continued use of the Mobile App and Services.

If you do not accept the notified changes and updated Terms: (i) you must not continue to use our Mobile App and the Services and (ii) you can close your User Account in accordance with clause 18.

We may, from time to time, update and/or change our Mobile App and/or our Services to reflect certain things including changes to our products, services, our users' needs, improve performance, enhance functionality, reflect changes to the operating system or address security issues and/or our business priorities.

We may ask you update the Mobile App from time to time. If you choose not to install such updates, or if you opt out of automatic updates, you may not be able to continue using the Mobile App and/or Services.

You acknowledge and agree we have no obligation to: (i) provide any updates and/or changes; or (ii) continue to provide or enable any particular features or functionality of our Mobile App, or Services to you. You further acknowledge and agree that any such updates and/or changes will be deemed to constitute an integral part of our Mobile App and Services and subject to the terms and conditions of this EULA.

The Mobile App and/or Services may contain links to other independent websites and/or resources which are not provided by us. Such independent websites are not under our control, and we are not responsible for and have not checked and approved their content, information or their privacy policies (if any).

From time to time our Mobile App and/or Services may contain content and/or information from third party providers which may include articles, provide access to safeguarding consultants and/or trainers etc.

You will need to make your own independent judgement about whether or not to use, correspond with, any such independent websites, content and/or third parties, including whether to buy any products or services offered by them.

We do not endorse, nor approve any third-party linking website, nor the content, products or services offered of any website or third party made available via the Mobile App and/or Services.

Our Privacy Policy (together with any documents referred in it) sets the basis on which any personal data we collect from you, or which you provide to us, will be processed by us. Please read it carefully to understand our practices regarding your personal data and how we will treat it. By clicking the ACCEPT CHECKBOX, you accept and consent to the practices described in our Privacy Policy.

Our Cookie Policy explains the cookies we use from time to time for our Mobile App. Please read it carefully. By clicking the ACCEPT CHECKBOX, you accept and consent to the practices and use of cookies described in our Cookie Policy.

We do not give any representation, warranty or guarantee our Mobile App and/or Services will be secure, free from errors, interruptions, bugs or viruses. You are responsible for configuring your computer programmes, devices and technology you use to access our Mobile App and/or Services. You should use your own virus protection software.

In using our Mobile App and/or Services we offer, you hereby warrant and undertake you will not, and will not permit or knowingly assist any third party to:

Furthermore, you must not misuse our Mobile App and/or Service by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the servers on which our service is stored or any server, computer or database connected to our Mobile App and/or Services. You must not attack our Services via a distributed denial-of service attack or similar. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990 (An Act of Parliament). We will report any such breach to the relevant law enforcement authorities.

We reserve the right to terminate your User Account, our Mobile App or any related service for violating any of the above clauses. Save as permitted in these Terms, you agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of our Mobile App and/or Services, without express written permission from us.

In these Terms, “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including the know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future in any part of the world.

All Intellectual Property Rights in the Documentation, Mobile App and/or Services throughout the world belong to us (or our licensors) and the rights in the Documentation, Mobile App and/or Services are licensed (not sold) to you. You have no Intellectual Property Rights in, or to, the Documentation, Mobile App and/or Services other than the right to use them in accordance with these Terms.

Through using our Mobile App and/or Services, you may also be able to submit user generated content (“UGC"). All rights, title and interest in any UGC and all Intellectual Property Rights therein shall belong exclusively to you as an authorised user.

You agree, warrant and undertake you shall not infringe any Intellectual Property Rights of us, our affiliates and/or licensors.

You may not without our prior written consent, copy, convert, make derivative works of, alter or modify our service or attempt to do so, or any of the supporting documentation or software used for our service, or disclose or assist any third party to do the same, except where explicitly permitted under these Terms.

All rights not expressly granted to you in these Terms or any applicable terms are expressly reserved by us and our licensors.

Other users of our platform and/or Services may have visibility of your UGC and in some instances, your UGC may be anonymised within our platform and Services. We will make clear through the use of messaging or colour coding (or such other means), if a particular area of the platform is anonymised or not.

Our platform and/or Services may include information and materials uploaded by other users, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our platform and/or Services do not represent our views or values.

If you provide feedback to us regarding our Mobile App and/or Services you agree we may make use of that feedback without any compensation to you.

We warrant and undertake we have the right, power and authority to enter in these Terms and shall provide the Services using reasonable skill and care.

You warrant, represent and undertake:

Except as set out in these Terms, to the extent permitted under applicable law, we on our own behalf and on behalf of our affiliates and licensors expressly disclaim all warranties, conditions, or other terms concerning the use of the Documentation, Mobile App and/or Services which might otherwise be implied into these Terms. You acknowledge and agree the Mobile App and Services (including any Documentation, content and/or information) are provided to you on an “AS IS” and “AS AVAILABLE” basis.

From time to time, we may need to suspend our Mobile App and/or Services, for example, if we have to deal with technical problems, or to make improvements to our Mobile App and/or Services. In the unlikely event of downtime, given the anonymity in user data we will be unable to contact you to let you know about any downtime, in advance or at any point. However, we will use our reasonable

In the event you experience any issues with our Mobile App and/or Services, please contact us at support@xono.online.

We will not be liable or responsible for any failure to perform, or delay in performance of any obligations under these Terms caused by an Event Outside Our Control.

An 'Event Outside Our Control' means any act or event beyond our reasonable control, including without limitation, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or pandemic or other natural disaster or failure of public or private telecommunication networks or other acts of God.

If an Event Outside Our Control takes place affecting the performance of our obligations under these Terms, we will: (i) contact you as soon as practicable to notify you; and (ii) our obligations under these Terms will be suspended and the time for performance of our obligations shall be extended for the duration of the Event Outside Our Control.

Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by Isle of Man law.

The information and content displayed and/or accessible from our Mobile App and/or Services is provided without any conditions, guarantees and warranties. To the extent permitted by law, we, our affiliates, licensors and any third parties who advertise on our Mobile App and/or Services hereby expressly exclude:

We will not be liable and you acknowledge, understand and agree we will not be liable, for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Mobile App and/or Services or by your downloading of any content on it, or on any website linked to it.

We assume no responsibility for the third party content appearing on our Mobile App and/or Services and/or content of websites linked. Such content and/or links (such as to social media pages (if any)) should not be interpreted as endorsement by us of those linked websites and/or content. We will not be liable for any loss or damage that may arise from your use of them.

Subject to clause 16.1, you agree our aggregate liability (and those that we work with to provide the Services) in respect of any claim arising under these Terms, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the total amount paid by you to us in the last twelve (12) months.

The Documentation, Mobile App and Services are provided for general information only. They do not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information or content on or in the Documentation, Mobile App and/or Services. Although we make reasonable efforts to update the information provided by the Documentation, Mobile App and Services, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

The Documentation, Mobile App and Services have not been developed to meet your individual requirements. Please check the facilities and functions of the Mobile App and Services (as described in the appstore site and in the documentation) meet your requirements.

You agree to defend, indemnify and hold us, our licensors and affiliates and their respective directors, officers and employees and agents harmless from and against any and all claims, actions, demands, damages, costs, liabilities, losses and expenses (including but not limited to legal costs and disbursements), as a result of or arising out of your use or misuse of our Documentation, Mobile App and/or Services or that any content you upload through the use of the Mobile App and/or Services infringes any rights (including any Intellectual Property Rights) of a third party.

These Terms will commence following your acceptance of them in accordance with clause 5 above.

Without affecting any other right or remedy available to us, or which may have accrued under the terms of this EULA, we may at any time, in our sole discretion, with or without notice to you, immediately suspend and/or terminate your User Account, terminate these Terms and your right to use our Mobile App and/or Services where you have breached these Terms.

You may terminate these Terms at any time by closing your User Account.

Consequences of Termination.

On termination or expiry of this EULA (howsoever arising):

If your User Account has been suspended or terminated and you believe this has been in error, please contact your company, business and/or organisation who supplied you with the unique activation code who should be able to look into this matter for you.

The termination or expiry of these Terms shall not affect any of our rights, remedies, or your obligations or liabilities that have accrued up to the date of termination or expiry, including our right to claim damages in respect of any breach by you of these Terms which existed at or before the date of termination or expiry or any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

You may not assign or transfer any rights or obligations under these Terms. We may at our discretion transfer our rights and obligations under these Terms to any company. This includes where we use sub-contractors to provide services.

Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between you or us.

No failure or delay by us to exercise any right or remedy provided under these Terms, or by law shall constitute a waiver of that or any other right or remedy by us, nor shall it prevent or restrict the further exercise of that or any other right or remedy by us. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy by us.

If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part- provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

If any provision or part-provision of these Terms are invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

A person who is not a party to these Terms shall not have any rights (whether under the Contracts (Rights of Third Parties) Act 2001, or otherwise) to enforce any provision of these Terms.

This EULA and any dispute or claim arising out of or in connection with it, its subject matter, or formation (including non-contractual disputes or claims), shall be governed by and interpreted by the laws of the Isle of Man. We both agree to the exclusive jurisdiction of the courts of the Isle of Man.

If you have any questions or concerns about this End User Licence Agreeement, you can contact us via:

Last Updated: 1/30/2024. We may update and change this End User Licence Agreement and you are advised to check it from time to time.