General Terms and Conditions
eValue is a digital SaaS (Software as a Service) survey platform that provides the market with a strategy survey solution that facilitates the improvement of organisational performance, culture and engagement.
The following document outlines the Terms and Conditions of use relating to the Platform, under licence to eValue (SA) cc whose registered office is at 86 Bree Street, Cape Town 8000, South Africa (“the Company”).
Any changes to these Terms and Conditions may be incorporated in the Terms and Conditions posted on the Company’s Website from time to time. Should the Client disagree with these Terms and Conditions, please do not access the Platform or use the Services. You may not access the Platform or the Services if you are a direct competitor of the Company, without prior written consent from the Company.
1.1. The Terms and Conditions shall commence on the Effective date i.e. the Signature date.
1.2. Notwithstanding the Signature date, this licence shall be valid for a period of twelve (12) months thereafter and terminate on the Termination date (“the Licence Period”), unless terminated in accordance with the provisions of these Terms and Conditions, or any law enforced from time to time.
1.3. Should the Client wish to repeat or extend the Service, the Client will have to sign up for a further twelve (12) month period or agree to such extended term in writing at any time.
2. Intellectual Property Rights
2.1. All Intellectual Property Rights and Copyrights are and shall remain the property of the Company, except as otherwise expressly stated. The Client shall not, during or at any time after the termination of the Licence Period, acquire or be entitled to claim any right or interest in the Intellectual Property, or in any way question or dispute the ownership thereof.
2.2. The trademarks, service marks, logos, slogans and domain names as referenced on the Company’s Website and Platform (the “Marks”) are either common-law service marks or trademarks, or third-party Marks licensed to the Company, and are protected by international laws and treaties and by trademark laws in the relevant countries. Nothing contained on the Website or Platform should be construed as granting, by implication or otherwise, any licence or right to use any Marks displayed thereon.
2.3. The Client is not permitted to use any Marks, metatags or any other “hidden text” utilising Marks of the Company and its licensors, without prior written permission of the Company or such third party who may own the Mark.
2.4. All models, technology, tools, questionnaires, report templates and research methods, including software, the Company’s website and/or digital applications, source code and compiled code, as well as printouts of these that are used in the execution of the project and incorporated in the survey results, are and will remain the property of the Company.
2.5. All copyright and other content specifically included by the Client is vested in the Client and will remain the property of the Client, unless such content is of a general or public nature or as agreed with the Client, in which case such content may be used by the Company without prior consent.
2.6. The Client warrants that the information it has provided does not violate any third-party intellectual property rights and may be included and processed by the Company in providing the Service.
3. Limitation of liability
3.1. The Platform and Services are provided “AS IS” and “AS AVAILABLE”. The Company will provide login details to the Client and aims to make its Platform and Services as available and accessible as possible. The Company cannot however guarantee 24-hour availability or accessibility and does not provide any warranties and representations regarding the Platform and Services. The Company disclaims all warranties and representations of any kind with regard to use or inability to use the Platform and Services, including any implied warranties of merchantability, non-infringement of third party rights, freedom from viruses or other harmful code, or fitness for any particular purpose. The Company will not be liable for any delay, difficulty in use, inaccuracy of information, computer viruses, malicious code or other defect on this Website and Platform. No licence to the User is implied in these disclaimers.
3.2. Under no circumstance will the Company be liable for any loss of profits, lost opportunity or any indirect, consequential, incidental, special, punitive or exemplary damages arising out of any reliance on the Website, Platform and the Services or any portion thereof, regardless of the form of action, whether in contract, warranty, offence (including negligence), strict liability, or otherwise.
3.3. The Company may discontinue or make changes to the information, products, pricing or Services described herein or made available on the Website and Platform at any time, without prior notice to the Client and without liability.
3.4. The Client assumes full responsibility for any loss or damage incurred due to the failure to safeguard any account details or passwords.
3.5. The Client accepts that the Website and Platform may be compromised by numerous factors outside the Company’s control, including but not limited to Internet disruptions, or failures to any data, telecommunications equipment or system or network used in connection with the Website, Platform or Service.
3.6. The Company will not accept any liability for disruptions to the Platform or the Service and the Client acknowledges that the entire risk arising out of their use and performance remains with the Client to the maximum extent permitted by law.
3.8. The limitations of liability for damages contained in these terms and conditions do not apply if the damage is attributable to intent or gross negligence on the part of the Company.
3.9. The Company’s total liability will be limited to the price paid for the Service by the Client.
4. Public Releases and Testimonials
4.1. Subject to the Client’s prior written approval, which will not be unreasonably withheld or delayed, the Client agrees that the Company may use the Client’s name and logo to identify the Client as one of the Company’s customers and as a part of a general list of the Company’s customers for use and reference in the Company’s corporate and marketing literature or press releases.
5. Force majeure
5.1. Force majeure is defined as circumstances that hinder the fulfilment of the Terms and Conditions and which are not attributable to the Company. If and to the extent these circumstances make fulfilment impossible or unreasonably complicated, these circumstances include but are not limited to: circumstances on the part of the Client or the Company, including strikes, illness of personnel, traffic disruptions, communication disruptions, a general lack of products or services needed to provide the agreed services, internet disruptions and unforeseeable standstills at third-party companies on which the Company depends.
5.2. The Company will also be entitled to invoke force majeure if the circumstance preventing the fulfilment of its obligations occurs before or after it should have fulfilled its obligations.
5.3. During a force majeure event, the Company’s delivery and other obligations will be suspended. If the period of force majeure that prevents the Company from satisfying its obligations lasts longer than three (3) months, both parties will be entitled to dissolve the agreement without any obligation to pay damages.
5.4. If at that stage the Client has already made payment to the Company, such payment shall be refunded to the Client by the Company.
5.5. If, however, the Company has already fulfilled part of its obligations at the time the force majeure takes effect, or is only able to fulfil part of its obligations, it will be entitled to invoice the services it has rendered or the part that can still be fulfilled separately and the Client will be obliged to settle this invoice.
6.1. The Client agrees to indemnify and hold the Company harmless from any claims and demands, including reasonable attorneys’ fees, made by any third party arising from or relating to the Client’s use of and access to the Platform and the Service.
6.2. This indemnification clause includes but is not limited to any of the Company’s subsidiary or associated companies and their representatives, and will survive the termination of the Client’s the Company licence or these Terms and Conditions of use.
6.3. In the event that any provision forming part of these general terms and conditions become invalid or declared null and void, the other provisions will remain in full effect, and the provision in question will be immediately substituted, in mutual consultation between the parties, by a provision that corresponds as closely as possible to the original provision.
6.4. The company’s quotes are based on the information provided by the Client. The Client warrants that it has provided, to the best of its knowledge, all the information requested for the correct set-up and execution of the Platform.
7.1. The Company’s Services may be terminated in the following ways:
7.1.2 By mutual agreement – this will be on terms agreed between the parties in writing at the time of agreeing to terminate, taking into account the circumstances giving rise to the termination and accepting the Company’s one (1) month close out process, or
7.1.3 On request by the Client – giving one (1) month’s notice
7.2. During the close out process any running Service shall be cancelled in order to wind down the Service and bring about the orderly closure of the Client account.
7.3. In addition to the above, the parties may agree on any additional costs or cancellation fees, which may be required to achieve the orderly closure of the Service.
7.4. The Company undertakes to carry out the close out process with due diligence and to the best of its ability. The Client accepts that any delays by the Client during the close out process (excluding delays as force majeure or factors beyond the Client’s control) may attract additional costs for the Client.
7.5. The parties understand and agree that no termination of this Service will discharge or excuse completion of or performance of any liability or Service herein undertaken or paid for in full prior to the termination date.
7.6. The termination of this agreement for whatever reason shall not affect obligations by any party that specifically provide for their survival after the termination or which by their very nature are intended to survive the termination.
7.7. The Company is committed to providing its Clients the best possible Service, which may lead to system enhancements, and therefore reserves the right to revise or modify the layout, content, operation and navigation of its Platform, including but not limited to any of the Company’s mobile applications, if any, without prior notice to its Clients.
7.10. If Client fails to rectify the situation within the specified time period the Company will deactivate the account and terminate the Service.
7.11. Any suspension or termination of Services may cause the loss of content, features, or capacity of the Client account. The Company does not accept any liability for such loss.
8.1. The Company is obliged to observe confidentiality vis-à-vis third parties in respect of all information and details relating to the Client, as well as the survey results and reports. Within the context of the Service, the Company will take all reasonable precautions to protect the Client’s data.
8.2. The Client will not disclose any information to third parties regarding the Company’s methods and the like without prior written permission from the Company.
9. Payment terms
9.1. All Services will require payment as agreed between the parties. Client will receive an invoice from the Company inclusive of Value Added Tax (VAT) at the prevailing rates. Once the Company has received payment in full as agreed in writing between them, the Company will activate the Client account. All costs for SaaS Services are displayed on the website and updated regularly.
9.2. Unless explicitly stated otherwise, any quotes are valid for thirty (30) days and are exclusive of VAT at the prevailing rates.
9.3. The quote forms part of the proposal and is based on the scope of work as described in the proposal. Any changes to the scope of work after commencement of the Service, including but not limited to deliverables, phasing of the project, interim changes, methods, analysis and reporting may lead to additional costs which will be agreed on quoted and invoiced separately.
9.4. All payment(s) must be executed in the currency as invoiced by Electronic Funds Transfer (EFT) or by any other method available on the Website or any other option as agreed by the parties.
9.5. Any late payments of the final outstanding amount will incur interest at prevailing commercial rates and all reasonable costs associated with the collection of outstanding payments will be for the Client’s account.
9.6. All costs and disbursements i.e. travel, accommodation and other unforeseen costs associated with the Service, will be agreed in advance between the parties in writing and shall be for the Client’s account and invoiced accordingly.
9.7. Billing and refund policy
9.7.1 In the event of any upgrade or downgrade in the Service provided, the Company will reconcile the amounts paid and invoice or credit the Client for the difference accordingly and a new twelve (12) month billing cycle will commence thereafter unless otherwise agreed in writing between them.
9.7.2 No refunds will be allowed for partial or unused services.
9.7.3 Any suspension or downgrading of Services will take immediate effect and may cause the loss of content, features, or capacity of the Client account. The Company does not accept any liability for such loss.
10. Client Responsibilities
10.1. The Client agrees to provide the Company with all the required documentation and information as required on the due dates and to make available the representative(s) involved in the survey administration as per an agreed rollout schedule to ensure that the Service is executed properly and within the agreed timeframes.
10.2. The timeframe(s) for project completion indicated in the quote is an estimate based on the information provided by the Client. The duration of the Service could be affected by factors outside of the control of the Company, such as data quality and inter-departmental cooperation. The Client is therefore responsible for informing the Company of any adjustments required to accommodate the Client environment prior to commencement of the Service. In not doing so, the Client accepts the timeframes and any additional costs that could arise from such delays.
11.1. This Agreement will be governed by and construed under the laws of the United Kingdom or Republic of South Africa, whichever is applicable.
11.2. The Parties hereby consent and submit to the jurisdiction of a corresponding Court in any dispute arising from or in connection with this Agreement.