Skip to content

Terms & Conditions of Service

Your agreement with ECHO, provided by Ethica Compliance LLP.

1. Agreement And Scope

These Terms govern access to and use of the ECHO incident reporting and management platform and related services (“ECHO”). If you use ECHO on behalf of an organization, you represent that you have authority to bind that organization. Additional written agreements with organizations apply and prevail to the extent of any conflict.

2. Use Of Service

You (“Customer”) hereby agree that:

  • You will comply with applicable laws and internal policies when using the ECHO incident reporting and management platform and related services.
  • You will not disrupt, overload, or attempt to bypass security controls.
  • You are responsible for safeguarding access tokens and credentials issued to you.
  • You will not upload content that is unlawful or that infringes the rights of others.

3. Customer Responsibilities

Customer organizations configure roles, manage case access, determine retention periods, and are responsible for the accuracy and lawfulness of content they submit. Customer content remains the property of the customer subject to applicable law.

4. Confidentiality

4.1. Ethica Compliance LLP treats non-public information received in connection with ECHO as confidential and uses it only to provide, support, and secure the service. We restrict access to only those personnel with a need to know basis, and apply appropriate safeguards.

4.2. Each Party agrees to maintain the complete confidentiality of the Confidential Information of the other. Neither Party shall disclose or supply the Confidential Information of the other to any non-employee third party without the prior written approval of the other Party. Either Party may disclose portions of the Confidential Information of the other to governmental regulatory authorities if such disclosure is required by applicable laws, provided that when legally possible the Party required to make such disclosure notifies the other Party of the applicable request for disclosure before such disclosure occurs and assists the other Party, as is commercially reasonable, to obtain such protection as may be available to preserve the confidentiality of such Confidential Information.

4.3. “Confidential Information” shall mean any data or information in any form that is disclosed to either Party (the “Receiving Party”) by or on behalf of the other Party (the “Disclosing Party”) and that either:

  • Relates to Disclosing Party’s proprietary software, information technology, business plans, forecasts, customer information, marketing information, trade secrets and/or financial performance,
  • Contains or relates to competitively sensitive or secret business, marketing, or technical information to include software, customer data and feedback.

Confidential Information shall not include information which is:

  • Generally known to the public or readily ascertainable from public sources (other than as a result of a breach of confidentiality hereunder)
  • Independently developed by the Receiving Party without reference to or reliance on any Confidential Information of the Disclosing Party, as demonstrated by written records of the Receiving Party, or
  • Obtained from an independent third party who created or acquired such information without reference to or reliance on Confidential Information.

5. Privacy and Data Protection

We process Personal Data in accordance with the Privacy Policy and applicable laws including the Kenya Data Protection Act 2019 and its Regulations, relevant African data protection laws, and where applicable the GDPR. Data processing terms with customer organizations form part of the contract and include controller and processor obligations, security measures, and international transfer mechanisms.

When you process information that identifies or is reasonably capable of identifying an individual in connection with the Services, including information collected by ECHO on your behalf, you agree to comply with applicable laws regarding the collection, use, disclosure, protection, and retention of this information.

6. Availability and Support

We aim for high availability and timely support. Planned maintenance may occur. In the event of incidents that materially affect service, we will provide updates and take reasonable steps to restore operations. Customer agrees to notify Ethica Compliance LLP immediately upon interruption of service on the ECHO platform and provide information as may be necessary for restoration of the service.

7. Intellectual Property

ECHO, trademarks, copyrights, logos, service marks, trade names, patents, trade secrets, other forms of intellectual property and platform components are owned by Ethica Compliance LLP or its licensors. No rights are granted other than a limited right to use the service as permitted by these Terms and any applicable master agreement.

8. Prohibited Conduct

You agree not to:

  • Interfere with, disrupt the integrity or performance, or probe the service beyond authorized use.
  • Attempt to access data, features, related software, systems or platforms you are not authorized to use.
  • Introduce malware or use automated tools to scrape or harvest data.
  • Decompile, disassemble, reverse engineer the platform or part thereof, or access it so as to copy any ideas, features functions, contents or graphics of the platform.
  • Send or store infringing, obscene, libelous, threatening or otherwise unlawful or tortious material through the platform.
  • Modify, delete or remove any title, trademark, patent or copyright notices “identification” from the platform.
  • Perform any vulnerability scanning or penetration testing without prior notification to and coordination with Ethica Compliance LLP.

9. Warranties and Disclaimers

The service is provided as is without any warranty of any kind whatsoever and as available. Ethica Compliance LLP, its affiliates and licensors do not warrant that any service will satisfy customer’s requirements, that any service is without defect or error, or that the operation of any service will be uninterrupted. Ethica Compliance LLP disclaims any and all representations or warranties of any kind, whether express or implied, made with respect to the service, including without limitation any implied warranties such as merchantability, fitness for a particular purpose, non-infringement, non-interference and information content.

10. Limitation of Liability

To the maximum extent permitted by law, neither Ethica Compliance LLP nor its affiliates directors, officers, employees, subsidiaries and suppliers will be liable for indirect, incidental, special, exemplary, or consequential damages, penalties, costs, fees, including without limitation, reasonable legal fees.

For paid organizational contracts, total liability for claims in any twelve-month period is limited to fees paid for the service during that period, except where a different cap is specified in a signed agreement or where liability cannot be limited by law.

11. Indemnity

11.1. You will defend and indemnify Ethica Compliance LLP, its affiliates, directors, officers, employees, subsidiaries and suppliers from claims arising from your content, your failure to comply with these terms or unlawful use of the service, subject to applicable law and any written agreement between the parties.

11.2. You agree to forever indemnify and hold Ethica Compliance LLP, its affiliates, directors, officers, employees, subsidiaries, suppliers and any third party operator or provider of facilities used in the provision of the service harmless from/and against any and all claims, demands, suits, actions, losses, damages, liabilities, assessments, payments, or penalties including court and legal fees which arise out of:

  • The installation, maintenance or provision of the service hereunder, including the resale or provision of such service to any End-user or other third-party where applicable
  • Breach by customer of its obligations or representations under these terms of service
  • Customer’s unauthorized, illegal or fraudulent use of the platform, service and/or contents
  • Customer’s violation of applicable law.

12. Term and Termination

12.1. Termination by default: Either party may terminate access for material breach that is not cured within thirty (30) days following written notice thereof. The terms of service shall be deemed terminated by default where:

  • there is a material breach of such Party’s obligations hereunder,
  • either party is undergoing insolvency, corporate reorganization, arrangement with creditors, receivership or dissolution,
  • bankruptcy proceedings are instituted by or against the other Party,
  • a final order by a government entity with appropriate jurisdiction that a Service or the relationship hereunder is contrary to law or regulation.

12.2. Termination by order: Ethica Compliance LLP may terminate access immediately upon request or order of any court, government or quasi-governmental agency.

12.3. Termination for failure to pay: We may terminate access to the service if customer fails to make any payment when due and fails to cure the default within fourteen (14) days after receipt of notice of such default.

12.4. Upon termination we will disable access and handle data in accordance with the Privacy Policy, applicable laws, and any data processing terms. No termination by Ethica Compliance LLP shall in any way relieve a customer of its obligations to pay for any unexpired portion of the then current term.

13. Proprietary Rights

Ethica Compliance LLP and/or its affiliates or licensors own and retain all rights, title and interest services and all related intellectual property and proprietary rights, ECHO confidential information and any data, in anonymized or aggregated form that does not identify customer, any of its users, or any natural person, generated or derived from the use or operation of the platform and or service. Ethica Compliance LLP owns all right, title and interest in all software, programming, templates, documentation, models, methodologies, charts, questionnaires, reports and any other items used to deliver the service or made available to the customer as a result of the service and access to and use of the relevant service items will be governed by these Terms. Ethica Compliance LLP reserves any rights not expressly granted to Customer in these Terms.

Additionally, Ethica Compliance LLP and/or its affiliates owns any and all customer feedback on the functionality and performance relating to the service. Customer hereby assigns to Ethica Compliance LLP all rights, title and interest in the feedback and all intellectual property therein.

14. Compliance and Anti Retaliation

ECHO is designed to support lawful reporting and ethical conduct. Organizations are responsible for ensuring non retaliation policies and appropriate case handling.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Republic of Kenya without regard to conflict of law rules. Where local law requires a different governing law for a public sector customer or a different forum, the parties will follow the mandatory rules. Disputes will be handled through good faith negotiations and, if not resolved, may be referred to arbitration or a competent court as permitted by applicable law.

16. General Terms

16.1. Rights Not Exclusive: No right or remedy of either Party provided hereby shall be exclusive of any other right or remedy.

16.2. No Waiver: No failure of either Party to exercise any of its rights under any provision of these Terms or waiver of any breach of the terms by the other Party shall be construed as a waiver of such rights or of any other breach of the same or any other provision hereof.

16.3. Assignment: These terms may not be assigned by Customer without the express written consent of Ethica Compliance LLP.

16.4. Notices: All notices, requests and other communications required or permitted to be given or delivered hereunder to either Party shall be in writing, and shall be personally delivered, or emailed to the Customer email address on record, or sent by certified or registered mail, postage prepaid and addressed, or by an overnight courier to such Party at the address of record. All notices, requests and other communications shall be deemed to have been given upon delivery as evidenced by the return receipt or delivery records of the courier.

16.5. Independent Contractors: Customer and Ethica Compliance LLP shall not be construed to have a relationship of partnership, agency or otherwise by the terms or existence of these Terms. Each Party shall solely be responsible for the actions of its own officers, employees, and agents.

16.6. Severability: If any provisions of these Terms should be held to be invalid, illegal or unenforceable, then such a provision shall be construed as if it had never been contained herein and shall not affect any other provision hereof.

17. Security

17.1. You are responsible for maintaining the security of your password and controlling access to the Service from your authorised mobile devices and computers. You will promptly inform us of any unauthorised use of your password or ECHO Account, or any other security breach.

17.2. In the event of a dispute regarding account ownership between two or more parties, we reserve the right to act as the sole arbiter at our discretion. Our decisions, which may include termination or suspension of an ECHO Account involved in the dispute, will be final and binding on all parties concerned.

17.3. We have implemented both technical and organizational measures designed to safeguard your personal information or data against accidental loss and unauthorized access, use, alteration, or disclosure. However, we recognize that no security system is completely foolproof, and there is a possibility that unauthorized third parties could bypass these protections and misuse your personal information. Therefore, the submission of personal information is at your own discretion and risk.

18. Your License

We grant you a limited, non-exclusive, revocable, non-transferable, non sublicensable license to use the software that is part of the Service, as authorized in these Terms of service. We may make software updates to the Service available to you, which you must install to continue using the Service. Any such software updates may be subject to additional terms made known to you at that time.

19. Changes

We may update these Terms and Ethica Compliance LLP reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify these Terms and to impose new or additional rules, policies, terms, or conditions on Customer’s use of the Service. This may include updates, revisions, supplements, modifications, and additional rules, policies, terms and conditions. If changes are material, we will notify you through the platform effective immediately. Continued use of the service after the effective date constitutes acceptance of the updated Terms.

Last updated: October 23, 2025