Partner code of conduct
This document sets out Exclaimer’s expectations of distributors, resellers and managed service providers who are members of the Exclaimer Partner Programme.
Exclaimer reserves the right to request attestations of compliance with this Code of Conduct annually. Partners will respond promptly to any such request.
Acceptable Use Policy
Partners must comply at all times with Exclaimer’s acceptable use policy with respect to their use of Exclaimer’s services and the partner portal.
Anti-Bribery and Corruption
Exclaimer expects all those participating in its Partner Programme to act in a professional and lawful manner at all times. This includes:
Complying with applicable anti-bribery and anti-corruption laws, code and regulations (the Requirements), including maintaining policies and procedures to ensure compliance.
Notifying us promptly of any request or demand for undue advantage of any kind received in relation to its participation in our Partner Programme.
Being responsible for compliance with the Requirements by anyone associated with it who performs or takes part in activities relating to our Partner Programme. Partners must ensure that anyone so associated with it is engaged on a written contract that requires them to comply with the Requirements.
Not engaging in activity, practice or conduct which would constitute an offence under the Requirements.
Anti-Modern Slavery and labour standards
Exclaimer expects all participants in its Partner Programme to uphold rights of workers and to treat them with dignity and respect. This also means more broadly acting in an ethical manner in the way that they operate their businesses.
We expect Partners to provide clear employment terms and conditions to all workers, particularly where those workers are “on call” or work shift patterns.
We expect Partners to recognise the principle of freely chosen employment, including the freedoms to terminate employment, move employer and of association. We expect partners to ensure that working hours comply with local requirements, and to avoid zero hours contracts.
We expect Partners to provide healthy and safe working environments for their employees.
We expect Partners to ensure and maintain the confidentiality, anonymity and protection of whistleblowers, and to eliminate all forms of discrimination.
We expect Partners to prohibit any threat of violence, harassment or intimidation; worker-paid recruitment fees; compulsory overtime; child labour; discrimination; and, confiscation of identification documents.
Our expectation is that our Partners will:
Maintain policies and procedures to ensure compliance with anti-slavery and human trafficking laws, codes and regulations.
Take active steps to ensure that their own supply chains comply with the above.
Background checks
Ensure personnel complete background investigations reasonable for their roles and subject to applicable law. As a minimum, Exclaimer expects all participants in its Partner Programme to check/have checked all personnel involved in activity relating to the Partner Programme to a standard that meets or is materially equivalent to the UK Government’s Baseline Personnel Security Standard (BPSS) details of which can be found here.
Data Protection
Each Partner must comply with its obligations under all applicable data protection and data security laws. Each Partner must:
Comply with all applicable laws in relation to the data and information it provides. This includes, where appropriate: (a) gaining consent from individual data subjects to being part of the data provided to Exclaimer; (b) enabling individuals to identify, and be informed of, the recipients of their data (including Exclaimer)
Ensure that personal data that it provides to Exclaimer, or otherwise collects, stores, processes, uploads and transfers to Exclaimer 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 personal data
Check all data and information provided to Exclaimer 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 Exclaimer and for Exclaimer to be able to use it for the purposes of the Partner Programme, including contacting them by electronic means.
Ensure that it has all necessary registrations with any relevant authorities in relation to data privacy compliance.
Exclaimer reserves the right to request evidence of data privacy notices at any time. Partners must provide these within 7 calendar days of the date of Exclaimer’s request.
Export compliance
Each Partner must comply with any export control classification numbers set out on Exclaimer’s website from time to time.
Sanctioned territories
Partners are responsible for compliance with all sanctions, import and export rules and regulations relating to their activity under Our Partner Programme.
Compliance with import and export rules applies not only to the way that Partners may use any demonstration accounts that We provide access to, but also to any data and opportunities that they may pass to Us.
Without prejudice to the specific terms of Our Reseller Agreement, Our Distributor Agreement and Our MSP Agreement, Partners must remember that they are responsible for ensuring that they do not upload or transfer to Our partner portal or Exclaimer 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
Is themselves, as an individual or other legal entity, subject to sanctions or designated on any list of prohibited or restricted parties
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
Business (including undertaking business trips) as part of its activities under Our Partner Programme in or to any country or jurisdiction subject to sanctions (or with any person or entity located or incorporated there) in any manner that would breach applicable sanctions.
Trademark use
As a member of Exclaimer’s Partner Programme, Exclaimer grants a Partner a limited, non-exclusive, non-transferable, and non-sublicensable, royalty-free license to use the ‘Exclaimer’ word mark, and Exclaimer’s logo mark. This licence is:
Granted only in the territory/territories relevant to the Partner’s approved participation in the Partner Programme where Exclaimer has legal rights in the Trademark(s).
Strictly limited to use solely in connection with the Partner’s activities under and in connection with the Partner Programme under its agreement with Exclaimer. All use must be in accordance with Exclaimer’s brand guidelines provided to Partners from time to time.
Inclusive of the right to reproduce and distribute Exclaimer provided, or other co-branded materials relevant to their activity. Samples must be provided to Exclaimer for approval prior to use.
Exclaimer may amend, suspend or revoke this licence (in whole or in part) at any time and for any reason through notice to the Partner.
Partner’s must promptly notify Exclaimer in writing to legal@exclaimer.com of any actual, suspected or threatened: (a) infringement of a Trademark; (b) allegation or claim that a Trademark is invalid; (c) opposition to a Trademark; or (d) claim that use of a Trademark infringes any third-party rights. Partner’s must not respond to any such claim, or make any attempt to settle any claim without Exclaimer’s prior written consent.
Partner’s must not: (a) in any jurisdiction register, or seek to register, any intellectual property rights that utilise or include any of the Trademarks or other intellectual property rights of Exclaimer or its affiliates; (b) bid on, or purchase, any keyword which is an Exclaimer trademark in any keyword advertising services or domain names, unless expressly permitted in writing by Exclaimer. The foregoing restrictions in this paragraph shall not apply to the extent prohibited by applicable law.
All uses of Exclaimer’s trademarks, and all goodwill associated with such use and such marks, shall inure solely to the benefit of Exclaimer Limited (or its relevant group company). Exclaimer may at any time require the Partner to sign a document confirming the assignment of such rights and Partners agree to execute such document promptly and without charge. If a Partner acquires any rights in any mark that is identical or substantially similar to a Trademark, the Partner shall and hereby does assign at no cost all such rights to Exclaimer (together with all associated goodwill, applications and registrations for such mark)
Travel
Where a Partner identifies a requirement to travel in the performance of services in relation to the Exclaimer Partner Programme, Exclaimer expect the Partner to follow these principles (in order of precedence):
Avoid all unnecessary travel. Discuss and consider alternative ways of performing, delivering or undertaking the activity.
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, carbon reduction projects, afforestation or reforestation anywhere in the world; (b) a provider of verifiable carbon offsetting, carbon credits or voluntary emission reduction credits.