Anti-Bribery and Corruption
Egress expects all participants in the Egress Partner Programme to act in a professional and lawful way at all times when performing services, undertaking activity or otherwise participating in any way with the Egress Partner Programme.
At all times during a Partner’s registration with the Egress Partner Programme it must:
- comply with all anti-bribery and anti-corruption laws, codes and regulations which apply to it and/or its activity (the Requirements).
- have and maintain appropriate policies and procedures to ensure compliance with the Requirements.
- promptly notify Egress of any request or demand for any undue financial or other advantage of any kind received in relation to its participation in the Egress Partner Programme or any related activity.
- following a request from Egress, annually certify in writing compliance with the requirements of this section of these Partner Policies.
- ensure that any person associated with it who performs activity in relation to the Egress Partner Programme does so on the basis of a written contract that requires them to comply with the Requirements.
- be responsible for compliance with the Requirements by any person associated with it who performs or takes part in activities relating to the Egress Partner Programme.
- not engage in activity, practice or conduct which would constitute an offence under the Requirements.
Egress expects all participants in the Egress Partner Programme to act in an ethical manner in the way that they operate their businesses. At all times during a Partner’s registration with the Egress Partner Programme, it must:
- comply with all anti-slavery and human trafficking laws, codes and regulations which apply to it and/or its activity.
- have and maintain at all times its own policies and procedures to ensure compliance with all such laws, codes and regulations.
- take steps to ensure that its own supply chain, subcontractors and suppliers and any other third-parties associated with it or its activities relating to the Egress Partner Programme are required to comply with all such anti-slavery and human trafficking laws, codes and regulations.
Partners are responsible for compliance with all sanctions, import and export rules and regulations relating to their activity under the Egress Partner Programme.
Compliance with import and export rules applies not only to the way that Partners may use any demonstration products, accounts or services that Egress provides access to, but also to any data and opportunities that they may pass to Egress.
Partners must remember that they are responsible for ensuring that they do not:
- upload or transfer to the Partner Portal or Egress any data relating to any sales prospect who:
- is located in any territory which is currently subject to sanctions or designated on any list of prohibited or restricted parties (including any list maintained by the UN Security Council, the United States, the United Kingdom, the European Union or other applicable governmental authority).
- is themselves, as an individual or other legal entity, subject to sanctions or designated on any list of prohibited or restricted parties (including any list maintained by those parties referred to immediately above).
Similarly, a partner shall not directly or indirectly do, or seek to do, business or enter into any transaction with any entity or individual who is subject to such sanctions.
- do business (including undertaking business trips) as part of its activities under the Egress Partner Programme in or to a country or jurisdiction subject to sanctions (or with any person or entity located or incorporated there) in a manner that would breach any applicable sanctions.
Each Partner must comply with its obligations under all applicable data protection and data security laws. Each Partner must:
- comply with all applicable laws, which may include the EU General Data Protection Regulation 2016/679 and the California Consumer Privacy Act 2018, in relation to the data and information it provides including where appropriate: (a) gaining consent from individual data subjects to being part of the data provided to Egress; and (b) enabling individuals to identify, and be informed of, the recipients of their data (including Egress).
- ensure that personal data that it provides to Egress, or otherwise collects, stores, processes, uploads and transfers to the Partner Portal, has been obtained fairly, lawfully and in a transparent manner.
- provide all necessary notices to data subjects at the time of collection of their personal data which notify them of the processing activities that will be undertaken by recipients of their data
- check all data and information provided to Egress for accuracy
- enable individuals to exercise rights given to them by law
- ensure that it is legally able to transfer and disclose each data subject’s personal data to Egress (including for use of it in accordance with the terms of the Egress Partner Programme Agreement and for the purposes of the Egress Partner Programme – this includes contacting them by electronic and other means in order to explore, qualify and close potential sales opportunities)
- ensure that it has all necessary registrations with any relevant authorities to enable it to collect, store, process and transfer personal data in accordance with the terms of the Egress Partner Programme.
Egress will comply with its own obligations under applicable data protection and data security laws, and this may include disclosing data subject personal data where required to do so to: (a) respond to and comply with a data subject’s rights; or (b) where required to do so to comply with applicable laws or lawful requests from third-parties. Details on how Egress responds to such requests are set out at www.egress.com/legal.
Egress may request evidence of any data collection notices from time to time to document a Partner’s compliance with this requirement which a Partner must provide within 7 days of the date of the request.
Acceptable Use Policy
Partners must comply at all times with Egress’ Acceptable Use Policy with respect to the Egress services and software and the use of the Partner Portal. This is available at https://www.egress.com/acceptable-use-policy.
Training and Technical Materials
Egress may provide Partners with materials relating to its products and services (Materials). Partners are permitted to copy such Materials as necessary in order to market, promote and support the sale of Egress’ products and services to sales prospects. Partners are reminded that the most up-to-date Materials will always be on Egress website at www.egress.com and therefore recommends that Partners always check this website prior to entering into discussions with sales prospects.
The Partner’s sales representatives and personnel must use reasonable efforts to participate in any basic online training that Egress may provide from time to time (including accessing and viewing online demos and videos which are available through www.egress.com). Egress may from time to time choose to offer training to Partners at its designated UK location. Where it does so, Egress reserves the right to limit the number of personnel able to attend from each Partner and Partner’s will be responsible for any travel, accommodation and subsistence expenses of whatever nature incurred by it and its personnel in attending. Partners may request that Egress provides them with additional training which, if agreed, will be chargeable to the Partner.
Demos to Sales Prospects
Partners must ensure that their sales representatives and personnel are suitably trained in order to be able effectively demonstrate, market and sell Egress’ software and services. If a Partner believes that a sales opportunity may benefit from the involvement of Egress staff (e.g. in supporting a demo of Egress software to a sales prospect), the Partner agrees to use reasonable efforts to advise Egress as soon as possible after becoming aware of this need. Egress may decline to participate in its sole discretion and without liability to the Partner.
The Group expects all Partners to uphold the human rights of workers, and to treat them with dignity and respect. The Group expects Partners to provide clear employment terms and conditions to all workers, particularly where those workers work “on call” or through shift patterns.
The Group expects Partners to:
- recognise the principle of freely chosen employment, and in particular to respect a worker’s freedom to terminate their employment with the Partner; freedom of movement; and, freedom of association
- ensure that working hours are in accordance with local regulations, and to avoid zero hours contracts
- provide a healthy and safe working environment for its workers in accordance with applicable laws
The Group expects Partners to prohibit:
- any threat of violence, harassment and intimidation to its workers
- the use of worker-paid recruitment fees
- compulsory overtime
- child labour
- confiscation of worker’s original identification documents
The Group expects Partners to ensure and maintain the confidentiality, anonymity and protection of whistleblowers (unless prohibited by applicable law). Workers should be able to raise any concerns without the fear or concern of retaliation or other negative consequences from doing so.
The Group expects Partners to eliminate all forms of discrimination, including on the grounds of age, gender, gender reassignment, sexual orientation, disability, race, religion, belief, pregnancy, maternity, paternity, marriage or civil partnership.
The Group expects all Partners to:
- abide by all applicable legislation and regulation relating to the protection of the environment
- consider how their business can support transition to net zero by at least 2030, including by:
- conducting a carbon audit of their business and supply chains to identify the path to net-zero
- conducting self-assessments and audits as well as management reviews of its systems and policies
- establishing an environmental management system that is defined, deployed, and sustainable
- monitoring and measuring its environmental performance against established voluntary environmental goals to track and improve its environmental performance
- training those of its employees responsible for the performance, monitoring, measuring and reporting of environmental performance to ensure appropriate skill-levels and competency
- taking steps to reduce: greenhouse gas emissions, energy, travel, water, waste, paper, single use plastic and pollution of land, air and water
Where a Partner identifies a requirement to travel in the performance of services for, or provision of services to, a member of the Group, the Group expects the Partner to follow these principles (set out in order of precedence):
- avoid all unnecessary travel and discuss alternative ways of performing or providing the services
- if travel is required, identify sustainable journeys and/or forms of travel
- offset any impacts of unavoidable travel through: (a) a reputable non-governmental organisation supporting environmental improvement anywhere in the world; or (b) a provider of verifiable carbon offsetting, carbon credits or voluntary emission reduction credits.
The Partner shall ensure that throughout its participation in the Egress Partner Programme, any Materials used in relation to the marketing, promotion and sale of Egress software and services are not edited or changed without Egress’ prior written consent. Any reference to Egress software and services must include the registered or unregistered trademark(s) that Egress may licence to it from time to time under these Partner Policies.
Egress may choose to provide a Partner with access to a demonstration account. If Egress does so, Egress grants the Partner a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use that demonstration account solely to demonstrate Egress’ software’s capabilities to sales prospects and for no other purpose. Egress may suspend or revoke this access and use without notice or liability at any time and for any reason. ANY DEMONSTRATION ACCOUNT IS MADE AVAILABLE “AS IS” AND EGRESS HEREBY DISCLAIMS ALL GUARANTEES, CONDITIONS, WARRANTIES AND REPRESENTATIONS, IMPLIED, STAUTORY OR OTHERWISE CONCERNING IT AND THE ASSOCIATED SOFTWARE (INCLUDING THOSE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT). EGRESS DOES NOT WARRANT OR REPRESENT THAT ACCESS TO THE SOFTWARE, SERVICES OR ANY DEMONSTRATION ACCOUNT, OR THE PROVISION OF ANY DEMONSTRATION ACCOUNT, SOFTWARE OR SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE FROM HARMFUL COMPONENTS.
Egress Registered and Un-registered trademarks and tradenames
Once a Partner is accepted by Egress into the Egress Partner Programme, Egress grants the Partner a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to use the word “Egress” where Egress has identified from time to time that trademark or tradename (registered or unregistered) as being capable of use by Partners in that Partner Category and/or Tier (the Mark(s)). This licence is granted to the Partner in any jurisdiction in which Egress has legal rights in the Mark and in which Egress has approved the Partner to operate under the Egress Partner Programme and is strictly limited to use solely in connection with the Partner’s rights, duties and obligations under the Egress Partner Programme Agreement. Egress may revoke or terminate this licence at any time and for any reason by notice to the Partner.
The Partner shall ensure that any use by it of the Mark(s) complies with any and all directions that Egress may give from time to time (including any brand guidelines). The Partner acknowledges that Egress or members of the Egress group are the owner(s) of the Mark(s) and that any goodwill derived from their use by the Partner shall accrue to Egress (or the relevant member of its group). Egress may at any time request that the Partner signs a document confirming the assignment of such rights and the Partner agrees to execute it promptly and without charge.
The Partner shall promptly notify Egress in writing to email@example.com of any actual, suspected or threatened: (a) infringement of a Mark; (b) claim that a Mark is invalid; (c) opposition to a Mark; and (d) claim that use of the Mark infringes any third-party rights. The Partner shall not respond to any claim or make any admission or attempt to settle it in any way without the prior written consent of Egress.
Unless a following restriction is prohibited by applicable law, the Partner will not: (a) in any jurisdiction register, or seek to register, any intellectual property rights that utilise or include any of the Marks or other Intellectual Property Rights belonging to Egress; (b) bid on, or purchase, any keyword which is an Egress trademark (including EGRESS®) in any keyword advertising services or domain names unless expressly permitted in writing by Egress.
Egress may at any time ask to review samples of materials that a Partner is using which contain a Mark and to request that a Partner makes reasonable changes to them where necessary in Egress’ view. Following such a review, the Partner will carry out any such reasonable changes promptly at its own cost. Partners will: (a) comply with the specifications, standards and the Group’s directions in respect of the positioning, colour, size and other features of the Marks; (b) comply with any brand guidelines that the Group shares from time to time; (c) ensure that the Marks are not close to, or could be associated with, any materials or content which could negatively impact upon them or the Group’s reputation or goodwill, or that of the Group’s software and services; (d) ensure that any product, software or service that the Marks are used in connection with by you complies with all applicable laws, regulations and guidance in force from time to time; (e) not do or fail to do any act or thing whereby the validity, enforceability or the Group’s ownership of the trade mark registrations for the Marks, or the reputation or goodwill associated with the Marks is likely to be prejudiced; and (f) ensure that within the Partner’s product, software or service (or any associated materials) on any page where the Marks are used, in the footer of that page or webpage it says “Egress and the power logo are registered trademarks of Egress Software Technologies IP Limited. All rights reserved.”.
Partners acknowledge that the Group may request evidence of compliance with the terms of these policies on at least an annual basis through annual assessments, audit and other ad-hoc requests. Partners agree to respond to any such assessments and requests promptly, in full and in good faith at their own cost.
Failure to comply with all applicable requirements of these policies can ultimately result in termination of the Partner’s participation in the Egress Partner Programme.
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