Terms of Service (Users)
Terms of Service (Users) |
ResponsAgility (Pty) Ltd |
Version 1.01 │Last Updated: 19 August 2026 |
PLEASE READ THESE TERMS OF SERVICES CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. If you do not agree to these Terms of Service, you may not access or use the Services.
BY CLICKING ON “REGISTER” OR “SUBMIT” OR “I AGREE” YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT AND YOUR INTENT THAT IT WILL BE BINDING BETWEEN YOU AND US.
- OUR RELATIONSHIP WITH YOU
These are the terms and conditions (“Terms of Service”) relevant to the Services we supply. These Terms of Service refer to the following additional terms which also apply to Your use of our Services:-
Our Terms of Use;
Our Privacy Policy;
The above terms and conditions and policies are hereby incorporated by reference and together is the agreement (“Agreement”) between us and You for purposes of the Services. If there is any conflict between the above terms and conditions/policy and the Terms of Service the latter will prevail.
You acknowledge and agree that the provision of our Services creates a direct business relationship between ResponsAgility and you as a User.
The Platform enables Users to create and manage Service Accounts, invite Players to participate in assessments, access assessment reports, behavioural insights and other functionality available through the Services.
You retain sole responsibility for inviting Players to participate in assessments, determining how assessment results and reports are used within your organisation, and for any employment, recruitment, promotion, development or other decisions made by you based on information generated through the Services.
Players may access and complete assessments through the Platform pursuant to an invitation issued by a User. Following completion of an assessment, ResponsAgility may make assessment results, reports, behavioural insights and related outputs available to the relevant User in accordance with the Services.
ResponsAgility may facilitate the collection, processing and presentation of assessment responses, reports, behavioural insights and related information for the purpose of providing the Services to Users and Players.
Except as otherwise expressly provided herein, the relationship between us and you is solely that of independent contracting parties. You expressly agree that no joint venture, partnership or agency relationship exists between you and us and that neither party has the authority to bind the other or hold itself out as an agent or authorised representative of the other.
IMPORTANT: WE ARE A TECHNOLOGY SERVICE PROVIDER THAT OPERATES THE PLATFORM. THE PLATFORM ENABLES USERS TO SEARCH FOR BUSINESSES BASED ON THEIR LOCATION, REQUIREMENTS AND OTHER SEARCH CRITERIA. WHERE A USER SUBMITS A REQUEST FOR GOODS OR SERVICES, RESPONSAGILITY MAY IDENTIFY AND PRESENT RELEVANT BUSINESSES AND FACILITATE THE COMMUNICATION OF THE USER'S ENQUIRY OR CONTACT DETAILS TO THOSE BUSINESSES. RESPONSAGILITY DOES NOT ACT AS YOUR AGENT OR REPRESENTATIVE, DOES NOT GUARANTEE THE RECEIPT OR CONVERSION OF ANY LEAD OR ENQUIRY, AND IS NOT A PARTY TO ANY COMMUNICATION, TRANSACTION OR OTHER RELATIONSHIP BETWEEN YOU AND A USER. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH USERS AND FOR THE GOODS OR SERVICES PROVIDED BY YOUR BUSINESS.
- Services: rights and restrictions
Persons under the age of 18 may not access or use the Services unless expressly permitted by ResponsAgility and the consent of a Competent Person has been obtained. Where you act on behalf of another person or juristic entity, you warrant that you are authorised to bind such person or entity to these Terms of Service.
Subject to these Terms of Service, we grant you a limited, non-exclusive, non-transferable and revocable licence to access and use the Services for their intended purpose.
You agree to comply with all applicable laws when using our Services and you may only use our Services for lawful purposes. You will not, in your use of the Services, cause nuisance, annoyance, inconvenience or damage to any person, property or the Platform.
The Services and all rights therein are and shall remain ResponsAgility's property or the property of ResponsAgility's licensors (where applicable). Neither these Terms of Service nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited licence granted above; or (ii) to use or reference in any manner our company names, logos, product and service names, trade marks or service marks unless authorised in writing by us.
- YOUR RELATIONSHIP WITH PLAYERS
You acknowledge and agree that:-
Any relationship between you and a Player, including any employment, recruitment, promotion, development, performance management or other workplace-related decision concerning that Player, is solely between you and the Player. ResponsAgility is not responsible or liable for any decision, action or omission arising from such relationship.
You are solely responsible for ensuring that you are authorised to invite Players to participate in assessments and to process any Personal Information relating to such Players in accordance with applicable law.
We may collect, process and provide assessment responses, reports, behavioural insights and other assessment-related information to you for purposes of delivering the Services. We may also provide Players with information relating to their participation in assessments, where applicable. Details regarding the processing and sharing of Personal Information are set out in our Privacy Policy.
You remain solely responsible for determining how assessment results, reports, behavioural insights and recommendations are used within your organisation and for any decisions taken based on such information.
- AMENDMENTs TO THESE TERMS OF SERVICE
We may amend the Terms of Service related to our Services from time to time. Amendments will be effective upon our posting of such updated Terms of Service on our website and/or will be presented to you when you login to your Services Account.
Your continued access and/or use of our Services after such posting constitutes Your consent to be bound by the Terms of Service (as amended).
In order to use most aspects of the Services, You must register for and maintain an active Services account ("Service Account");
You must be at least 18 years of age to create a Service Account.
You may only have 1 (one) Service Account, provided that such Service Account may have multiple authorised users, roles, permissions or access levels assigned to it from time to time.
Service Account registration requires you to submit to us certain information. You agree: -
To provide and maintain accurate, complete, and up-to-date information on your Service Account;
That we may use the information you provide us with to submit to our selected service provider/s to provide the Services.
Where you register for or use the Services on behalf of a company, you warrant that you are duly authorised to act on behalf of and bind such company to these Terms of Service.
The presentation of the Services on the Platform constitutes an invitation to use the Services.
Register as a new user:
By submission of your information under the Access screen or further information does not mean we have concluded a contract with you (not yet);
Offer: The message submitted to us after you have clicked on “Request Access” constitutes your offer to use the ResponsAgility Services.
Acceptance: Acceptance shall take place when ResponsAgility approves your registration and grants you access to the relevant Service Account or Services.
If we cannot accept your registration: If we are unable to accept your registration, we will inform you of this via the email address you have submitted to us.
Submission of your information does not automatically entitle you to access the Services. We reserve the right to refuse any registration, suspend any Service Account or revoke access to the Services where we reasonably believe that you have failed to comply with these Terms of Service.
On acceptance of the registration information, you will be allowed to select or be provided with the necessary Service Account access credentials (i.e. username and password) or any other piece of information as part of our security procedures; You MUST treat such information as confidential. You MUST not disclose it to any third party. We will not be liable for any loss or damage suffered by the User or any other third party attributable to your failure to maintain the confidentiality of your Password or any other credentials relevant for purposes of the Services.
You may update your information through your Service Account and are responsible for ensuring that such information remains accurate and up to date.
TAKE NOTE : We may access, use, store and disclose your account information where necessary to provide the Services, comply with applicable laws, enforce these Terms of Service, protect our rights or respond to your requests.
By creating a Service Account, you agree to receive communications relating to the Services, including account notifications, operational communications and other service-related information. Marketing communications may be opted out of in accordance with our Privacy Policy.
If you know or suspect that your Service Account has been compromised, you must notify us immediately and take all reasonable steps to secure your Service Account.
You may not assign or otherwise transfer your Service Account to any other person or entity.
- AVAILABILITY OF THE SERVICES AND SUPPORT SERVICES
The Services may not be available at all times and may be subject to interruptions, delays, maintenance, updates or circumstances beyond our reasonable control. We will use reasonable efforts to restore the Services as soon as practicable but will not be liable for any unavailability, delay or interruption.
Access to the Services is subject to the approval and activation of your Service Account by ResponsAgility.
In order to access and use the Services, you must have a compatible device and internet access. You are solely responsible for obtaining and maintaining such device, internet connection and any associated costs.
As part of our Services we shall make available appropriate support and maintenance services to Users. Kindly contact us at [email protected] for more information in this regard.
- OUR SERVICES
Services may vary slightly from their description: The information on our site is for general information purposes. Although we made every effort to display the correct content, we cannot guarantee that the content is 100% accurate. For more detailed information about our Services kindly contact us. If you identify any of the data or information provided to you that is not accurate or complete, then kindly contact us immediately.
Third Party Materials:
The Platform may display, include or make available third-party content, websites, services, software, integrations, artificial intelligence tools and other third-party materials ("Third Party Materials"). TAKE NOTE: We do not control, endorse or accept responsibility for any Third Party Materials and your access to and use thereof is entirely at your own risk and subject to the applicable third party terms and conditions.
Where the Platform integrates with third-party services, service providers or technology providers, any agreement or relationship resulting therefrom is solely between you and the relevant third party. ResponsAgility is not a party to such agreement or relationship.
Access to the ResponsAgility Services via the Platform: unless otherwise agreed to in writing, the Services will be provided to you as long as you comply with this Agreement. We reserve the right to suspend, restrict or terminate access to the Services at any time where reasonably necessary.
Updates: We may from time to time update, modify, enhance, suspend or discontinue any aspect of the Services. Such updates shall form part of the Services and remain subject to these Terms of Service.
Changes to third party technology integrators: We may make use of third-party technology providers in the delivery of the Services and may replace such providers from time to time, ResponsAgility will notify the User in writing in advance and provide the necessary guidelines as appropriate.
Unable to supply certain Services: If we are unable to provide a particular Service, we will notify you where reasonably practicable.
We are not responsible for delays outside our control. If our supply of the Services is delayed by an event outside our control, we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. We will not be liable for delays caused by the event.
Downtime and Service Suspensions: Access to the Services may be suspended or interrupted due to scheduled or unscheduled maintenance, updates, technical issues, security incidents, power outages or other circumstances beyond our reasonable control. We may, without liability to you, suspend all or part of the Services where reasonably necessary to maintain, protect, modify or secure the Services, comply with legal or regulatory obligations, or prevent actual or suspected harm to the Services, our users or third parties.
Monitoring: We reserve the right to log, review, and otherwise examine any information stored on or passing through our networks or systems to ensure an effective Service and security of our website.
Reliance on information: Assessment reports, behavioural insights, recommendations and other outputs made available through the Platform are generated using information provided by Users and Players together with ResponsAgility's assessment methodologies. Unless otherwise expressly stated, ResponsAgility does not warrant or guarantee the accuracy, completeness or suitability of such information for any particular purpose.
Service undertakings: ResponsAgility undertakes to provide the Services with reasonable skill and care and in compliance with applicable laws:
Notwithstanding the above, ResponsAgility does not warrant that:-
the Services will be uninterrupted, secure or error-free;
any Player will complete an assessment or provide complete, accurate or truthful responses;
any assessment report, behavioural insight, recommendation or other output generated through the Platform will result in any particular employment, recruitment, promotion, development, performance-management or business outcome;
the Services will meet every User's specific requirements or expectations; and
ny information submitted by a User or Player through the Platform is accurate, complete or suitable for the User's particular requirements.
You agree to:-
comply with all applicable laws when using the Services;
provide information reasonably required for the provision of the Services;
promptly report any fault, error, security incident or misuse of the Platform; and
refrain from any conduct that may interfere with the operation of the Platform or bring ResponsAgility into disrepute.
- processing of personal information
Our Privacy Policy will apply when dealing with Personal Information via our Services.
Take note:
In order to provide the Services, Users may submit Personal Information relating to themselves and Players, including information required to create assessments, issue assessment invitations, generate reports and provide related functionality.
Assessment responses, reports, behavioural insights and other assessment-related information may be made available to the User that invited the relevant Player, in accordance with the Services and the Privacy Policy.
The User acknowledges that it is independently responsible for ensuring that it has an appropriate lawful basis to collect, use, disclose and otherwise process Personal Information relating to Players and shall process such Personal Information in accordance with applicable law.
Except as expressly contemplated in these Terms of Service and the Privacy Policy, ResponsAgility has no control over a User's processing, use, disclosure or retention of Personal Information relating to Players following the provision of reports, behavioural insights or other assessment outputs to such User.
The User indemnifies ResponsAgility against any loss, damage, liability, claim, penalty or expense arising from the User's collection, use, disclosure or processing of Personal Information in breach of applicable law or these Terms of Service.
- the RELATIONSHIP between USERS AND PLAYERS
Assessment invitations:
Users may invite Players to participate in assessments, workplace simulations and related activities through the Platform.
Participation by Players
A Player's completion of an assessment constitutes participation in the Services and does not create any contractual relationship between the Player and ResponsAgility beyond the Player's use of the Platform in accordance with the applicable terms, policies and notices.
Assessment Information and Reports
ResponsAgility may collect assessment responses from Players, process such information and provide assessment reports, behavioural insights, recommendations and related outputs to the relevant User as part of the Services.
User Decisions
Any employment, recruitment, promotion, development, performance-management or other workplace-related decision arising from the use of the Services is made solely by the User.
ResponsAgility is not a party to any employment, recruitment, consulting or other relationship between a User and a Player and assumes no responsibility or liability arising therefrom.
The participation of a Player in an assessment through the Platform does not create any employment, agency, partnership or other legal relationship between the Player and ResponsAgility.
Any employment, recruitment, promotion, development, performance-management or other workplace-related decision remains the sole responsibility of the User.
ResponsAgility makes the Platform available solely to facilitate assessments, reporting and related assessment functionality. Any action taken by a User based on assessment outputs is determined solely by that User and is not controlled by ResponsAgility.
Ratings and Reviews:
Reviews or ratings of ResponsAgility submitted on external platforms, including social media platforms, search engines and third-party review websites, are not governed by these Terms. ResponsAgility may respond to, report or take appropriate action in respect of reviews that are false, misleading, defamatory, unlawful or otherwise harmful.
- your warranties (where applicable)
- To ensure that we deliver a high-quality Service and that the services available via our Services are of quality you warrant that the:
- all information, Personal Information, assessment-related information and other content submitted by you through the Platform complies with applicable laws, regulations and industry standards;
- you are duly authorised to use the Services, invite Players to participate in assessments, submit information relating to Players, and receive assessment reports, behavioural insights and other outputs generated through the Platform; and
- all information, content, data, responses, descriptions and other materials submitted by you to the Platform are accurate, complete and not misleading.
- Take note: if the conditions as per clause 10.1 above are not complied with, you may be liable for any losses, damages, claims, costs or expenses incurred by ResponsAgility or any third party as a result thereof, and you hereby indemnify ResponsAgility against any such claim.
- OTHER USER CONTENT
Although ResponsAgility reserves the right to review and/or remove Content that violates this Terms of Services, such Content is the sole responsibility of the User who posts it. Subsequently, ResponsAgility cannot guarantee that all Content will comply with this Agreement. If you see Content on the Service that violates this Agreement, please report it within the functionality provided on the Service/Platform or via email on [email protected].
Charges & Service Fee
ResponsAgility Service Fees:
The fees payable for the Services, including subscription fees, licence fees and any other applicable charges, will be communicated through the Platform, a quotation, invoice, subscription plan, price list or other written agreement with ResponsAgility.
Certain Services require the payment of subscription fees and/or licence fees in order to access or use the Platform and related Services.
Subscription periods may be monthly, six-monthly, annual or such other period as agreed between the parties.
Unless otherwise agreed in writing, subscriptions will automatically renew for successive subscription periods and the applicable subscription fee will be charged on the relevant renewal date.
A User may cancel a subscription at any time. Such cancellation will prevent the next renewal from taking place but will not terminate the subscription before the end of the then current subscription period.
Subscription fees paid in respect of a subscription period are non-refundable and no credit or pro rata refund will be provided for any unused portion of a subscription period, unless otherwise required by law or agreed by ResponsAgility in writing.
Participant licence fees may become payable at the time a licence is issued or allocated through the Platform and are non-refundable once issued, except where required by law.
Payment of any subscription fee, licence fee or other fee does not guarantee any particular assessment outcome, behavioural insight, recommendation, performance improvement, business outcome or other result.
While we take all reasonable steps to ensure the accuracy of pricing information, errors may occasionally occur. In such instances, please refer to paragraph 12.1.5 for further information and resolution steps.
What happens if we got the price wrong. It is always possible that some Services may be incorrectly priced. Where the correct price is lower than the stated price, we will charge the lower amount. If the correct price is higher than the stated price, we may contact you for instructions before providing the Services or cancel the Services and refund any amount already paid.
Time and method of payments:
Credit Card Payments:
Credit and debit card transactions will be acquired for our benefit via Paystack South Africa (Pty) Ltd ("Paystack"), a third-party payment gateway provider.
Paystack allows payment using major debit and credit cards, including Visa and Mastercard.
Paystack complies with industry security standards, and is PCI DSS Level 1 certified.
Paystack uses secure encryption protocols, including RSA + AES-based systems, to protect payment information.
No credit card details are stored on our database. Users may refer to Paystack for further information regarding their security practices.
We will store your details separately from your credit card details, which are entered by you or your authorised user directly on Paystack’s secure platform. For more details on Paystack, refer to www.paystack.com.
The merchant outlet country at the time of presenting payment options to the cardholder is the Republic of South Africa. Therefore, the transaction currency is South African Rand (ZAR).
Any approved refund will be processed to the original payment method used for the transaction, subject to the policies and processing times of the relevant payment provider.
EFT Payments:
Certain organisations may contract directly with ResponsAgility for Services and be invoiced by ResponsAgility from time to time.
Unless otherwise agreed in writing, invoices issued by ResponsAgility are payable by electronic funds transfer (EFT) into the bank account nominated by ResponsAgility.
The applicable payment period and due date will be reflected on the relevant quotation, invoice or written agreement.
Payment shall be deemed received only once cleared funds reflect in ResponsAgility's nominated bank account.
ResponsAgility reserves the right to suspend or restrict access to the Services where any undisputed invoiced amount remains unpaid after the applicable due date.
Payment terms are set out in your subscription plan, quotation, invoice, or other written agreement with ResponsAgility.
Unless otherwise agreed in writing, payments shall be made using the payment methods specified by ResponsAgility from time to time.
You hereby represent and warrant that:
You have full power and authority to enter into this Agreement and perform your obligations hereunder; and
You will comply with all applicable laws in your performance of this Agreement.
OTHER THAN AS AGREED TO UNDER THESE TERMS OF SERVICES, THE SERVICES AND OUR TECHNOLOGY ARE PROVIDED ON A “AS-IS” BASIS, CONSEQUENTLY WE, AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, THIRD PARTY PROVIDERS AND AFFILIATES MAKE NO, AND DISCLAIMS, ALL OTHER WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, COMPATIBILITY, INTEROPERABILITY WITH OTHER SYSTEMS, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
IN ADDITION TO OUR WARRANTIES UNDER OUR TERMS OF USE, WE DO NOT REPRESENT, WARRANT OR GUARANTEE THAT:
THE SERVICES, ASSESSMENTS, REPORTS, BEHAVIOURAL INSIGHTS, RECOMMENDATIONS OR OTHER OUTPUTS GENERATED THROUGH THE PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS;
ANY PLAYER WILL COMPLETE AN ASSESSMENT OR PROVIDE COMPLETE, ACCURATE OR TRUTHFUL RESPONSES;
ANY ASSESSMENT REPORT, BEHAVIOURAL INSIGHT, RECOMMENDATION OR OTHER OUTPUT GENERATED THROUGH THE PLATFORM WILL RESULT IN ANY PARTICULAR EMPLOYMENT, RECRUITMENT, PROMOTION, DEVELOPMENT, PERFORMANCE-MANAGEMENT, RETENTION OR OTHER BUSINESS OUTCOME;
ANY ASSESSMENT OUTPUT GENERATED THROUGH THE PLATFORM IS SUITABLE FOR USE AS THE SOLE BASIS FOR ANY EMPLOYMENT, RECRUITMENT, PROMOTION, DISCIPLINARY OR OTHER WORKPLACE-RELATED DECISION; OR
ANY INFORMATION SUBMITTED BY A USER OR PLAYER THROUGH THE PLATFORM IS ACCURATE, COMPLETE OR SUITABLE FOR THE USER'S PARTICULAR REQUIREMENTS.
WE OPERATE AS A BEHAVIOURAL ASSESSMENT AND REPORTING PLATFORM ONLY AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING THE SUITABILITY OF ANY PLAYER FOR EMPLOYMENT, PROMOTION, DEVELOPMENT, LEADERSHIP POSITIONS, PERFORMANCE IMPROVEMENT OR ANY OTHER WORKPLACE-RELATED OUTCOME. USERS REMAIN SOLELY RESPONSIBLE FOR ALL DECISIONS MADE IN RELIANCE ON THE SERVICES, ASSESSMENT RESULTS, REPORTS, BEHAVIOURAL INSIGHTS AND RECOMMENDATIONS.
WE DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE SERVICES OR THAT THE SERVICES WILL BE ERROR FREE. YOU ACKNOWLEDGE THAT THE SERVICES MAY BE UNAVAILABLE FROM TIME TO TIME DUE TO MAINTENANCE, UPDATES, NETWORK FAILURES OR OTHER CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL.
Except as expressly and specifically provided in these Terms of Services:
the User assumes sole responsibility for the use of the Services and any decisions or actions taken as a result thereof, including any employment, recruitment, promotion, development, performance-management or other workplace-related decisions;
all warranties, representations and conditions implied by law are excluded to the fullest extent permitted by law; and
the Services and the Documentation are provided to the User on an "as is" basis.
Nothing in these Terms of Service excludes liability for fraud, fraudulent misrepresentation or intellectual property infringement.
Subject to clause 14.2 and to the maximum extent permitted by Applicable law ResponsAgility or any of its respective affiliates, licensors, suppliers, subcontractors shall not be liable for any indirect, incidental, special, consequential or punitive damages, including loss of profits, revenue, data, goodwill or business opportunities.
In no event shall ResponsAgility's aggregate liability arising from the Services exceed the fees paid by the User to ResponsAgility during the 6 (six) months preceding the event giving rise to the claim.
WE ONLY SUPPLY THE DOCUMENTS AND SERVICES FOR GENERAL INFORMATION AND PRIVATE USE. ALTHOUGH WE MAKE REASONABLE EFFORTS TO UPDATE THE INFORMATION PROVIDED BY THE WEBSITE AND THE SERVICE, WE MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, THAT SUCH INFORMATION IS ACCURATE, COMPLETE OR UP TO DATE. YOUR USE OF THE INFORMATION VIA OUR SERVICES AND WEBSITE AND SUBSEQUENT ACTIONS YOU MAY TAKE ARE AT YOUR OWN RISK AND YOUR OWN DISCRETION.
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER RESPONSAGILITY NOR ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SERVICE PROVIDERS SHALL BE LIABLE FOR ANY LOSS, DAMAGE, COST OR CLAIM ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE SERVICES, INCLUDING ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL OR BUSINESS INTERRUPTION, WHETHER ARISING FROM CONTRACT, DELICT (INCLUDING NEGLIGENCE) OR OTHERWISE.
WE WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMING THE SERVICES WHERE SUCH FAILURE OR DELAY ARISES FROM CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL, INCLUDING ACTS OF GOD, WAR, CIVIL UNREST, COURT ORDERS, POWER OUTAGES, COMMUNICATION FAILURES OR UTILITY SERVICE INTERRUPTIONS ("FORCE MAJEURE").
THE SERVICES, ASSESSMENTS, REPORTS, BEHAVIOURAL INSIGHTS, RECOMMENDATIONS AND OTHER FUNCTIONALITIES PROVIDED BY RESPONSAGILITY ARE MADE AVAILABLE FOR INFORMATIONAL AND DECISION-SUPPORT PURPOSES ONLY. RESPONSAGILITY DOES NOT WARRANT OR GUARANTEE THAT THE USE OF THE PLATFORM OR ANY OF ITS SERVICES WILL RESULT IN ANY PARTICULAR EMPLOYMENT, RECRUITMENT, PROMOTION, DEVELOPMENT, PERFORMANCE-MANAGEMENT OR BUSINESS OUTCOME. RESPONSAGILITY IS NOT RESPONSIBLE FOR AND DOES NOT MAKE DECISIONS ON BEHALF OF USERS.
RESPONSAGILITY SHALL NOT BE LIABLE FOR THE ACTS, OMISSIONS, REPRESENTATIONS, CONDUCT OR FAILURE OF ANY USER OR PLAYER, OR FOR ANY LOSS OR DAMAGE ARISING FROM A USER'S OR PLAYER'S USE OF THE PLATFORM OR PARTICIPATION IN AN ASSESSMENT.
RESPONSAGILITY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, CLAIM, LIABILITY OR EXPENSE ARISING FROM OR RELATING TO A USER'S INVITATION OF, INTERACTION WITH OR PROCESSING OF PERSONAL INFORMATION RELATING TO A PLAYER UNDER THE AGE OF 18, OR SUCH OTHER AGE THRESHOLD AS MAY APPLY UNDER APPLICABLE LAW. THE USER REMAINS RESPONSIBLE FOR ENSURING ITS COMPLIANCE WITH ALL APPLICABLE LAWS RELATING TO MINORS.
RESPONSAGILITY SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM A PLAYER'S FAILURE TO COMPLETE AN ASSESSMENT, THE ACCURACY OR COMPLETENESS OF INFORMATION SUBMITTED BY A USER OR PLAYER, OR A USER'S RELIANCE ON ASSESSMENT RESULTS, REPORTS, BEHAVIOURAL INSIGHTS, RECOMMENDATIONS OR OTHER OUTPUTS MADE AVAILABLE THROUGH THE PLATFORM.
You agree to indemnify, defend and hold harmless us, our officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Services or your breach of this Terms of Services.
- Electronic Communications
You agree that these terms and conditions are valid, binding, enforceable and concluded at the address as per our Terms of Use (“Premises”), the moment you access the website;
A Data Message is deemed to be sent:-
By us, at the time shown on the message as having been sent, or if not so shown, at the time shown on ResponsAgility information system as having been sent;
By you, at the time when ResponsAgility confirm receipt thereof.
A data message is deemed to be received:-
By ResponsAgility: only when an authorised representative responds thereto (excluding an automated response). Such acknowledgement further does not give legal effect to that message, unless specifically indicated by ResponsAgility that it does give legal effect to the Data Message;
By you: once ResponsAgility data message enters your information system.
By creating a Service Account to access the Platform, you agree that we may send you information/notifications via your preferred selected communication option as part of the normal business operation of your use of the Services. You may opt-out of receiving such electronic communications by unsubscribing from the electronic communication as per the available functionality or by email on [email protected]. Take note, that unsubscribing from electronic communications from us to you may result in certain functions of the Services not working.
- SUPPORT
In the event of you encountering any technical problems/errors with the website or any of the Services (functionality and content) you will immediately report it to us;
We shall attend to the queries in respect of any technical problems/errors reported to it as soon as is possible. Take note that resolution on some of those problems will depend on the turnaround time of Service Providers.
- Audit rights
ResponsAgility and/or its authorised representatives or professional advisors shall have the right, upon reasonable notice and during normal business hours, to conduct an audit at ResponsAgility's expense to verify the User's compliance with these Terms of Service. Such audits shall not unreasonably interfere with the User's business activities and shall be conducted no more than once in any 12-month period. The User shall provide ResponsAgility and its authorised representatives with reasonable access to records, information and documentation relevant to verifying compliance with these Terms of Service.
- CONFIDENTIALITY
Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
- Is or becomes publicly known other than through any act or omission of the receiving party;
- was in the other party's lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
- is independently developed by the receiving party, which independent development can be shown by written evidence;
- is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
Each party shall keep the other party's Confidential Information confidential and shall not use or disclose such information except as required to perform its obligations under this agreement or as required by law.
Each party shall take reasonable steps to prevent unauthorised access to or disclosure of the other party's Confidential Information.
Neither party shall be responsible for for any loss, destruction, alteration or disclosure of Confidential Information
caused by any third party.
This clause 19 shall survive termination of this agreement, however arising.
Where we process Personal Information our Privacy Policy will apply.
- intellectual property rights
Subject to the remaining provisions of this clause 20, all Intellectual Property Rights owned by either party before or after the commencement of these Terms of Service shall remain the exclusive property of that party. The Business acknowledges that ResponsAgility and its licensors own all Intellectual Property Rights in the Services, Platform, Documentation and Pattern Data. Except as expressly provided in these Terms of Service, no Intellectual Property Rights are transferred or licensed to the Business.
The Business grants ResponsAgility a royalty-free, worldwide, transferable, sublicensable, irrevocable and perpetual licence to use any feedback, suggestions, recommendations or enhancement requests provided in relation to the Services without compensation.
Feedback: If you provide ResponsAgility with any suggestions, ideas, recommendations or other feedback relating to the Services ("Feedback"), you grant ResponsAgility and its affiliates a perpetual, worldwide, royalty-free, transferable and sublicensable licence to use, modify, incorporate and otherwise exploit such Feedback without restriction or compensation to you.
Restrictions on Use: The Business shall not, and shall not permit any third party to, copy, modify, reverse engineer, decompile, disassemble, create derivative works from, or otherwise attempt to derive the source code of the Services or Platform, remove any proprietary notices, or use the Services in any manner not authorised by these Terms of Service.
- User Content
- The User grants ResponsAgility a worldwide, royalty-free and non-exclusive licence for the duration of these Terms of Service to use, store, host, process and make available the User's User Content to the extent necessary to provide the Services (“Content License”).
- Except for Pattern Data that is owned by ResponsAgility, The Business retains ownership of its User Content and is solely responsible for its legality, accuracy, completeness and reliability.
- ResponsAgility may transmit, store, modify and adapt User Content as reasonably necessary to operate, maintain and provide the Services.
- The User shall ensure that all User Content complies with the Acceptable Use Policy and applicable laws.
- Where User Content contains Personal Information, such information shall be processed in accordance with applicable Data Protection Legislation and ResponsAgility's Privacy Policy.
- The accuracy and maintenance of the User Content in the Services is the sole responsibility of the Business who provides such content. ResponsAgility does not verify, endorse or guarantee the accuracy of any User Content and provides such content on an "as is" basis.
- SUSPENSION AND Termination OF OUR SERVICES
We retain the right to suspend, deactivate or otherwise restrict you from accessing or using our Services in the event of a violation or alleged violation of these Terms of Service, your disparagement of us, or your act or omission that causes harm to our brand, reputation or business, as determined by us in our sole discretion or as otherwise agreed to.
In the event of such suspension/restriction, ResponsAgility shall not be liable for any refund of fees paid by the User, nor for any resulting damages or losses.
Your termination as User: Unless otherwise agreed in a subscription plan, quotation, service agreement or other written agreement with ResponsAgility, you may terminate the Services by giving written notice to ResponsAgility in accordance with the applicable termination procedure. Termination shall only take effect at the end of the applicable notice period and will not relieve you of any obligation to pay outstanding Service Fees, charges or other amounts due and payable up to the effective date of termination. Any prepaid fees shall be dealt with in accordance with the applicable subscription plan, service agreement or other written agreement between the parties.
- Our termination: We can terminate this Agreement at any time if, in our sole discretion, you have breached any of the terms and conditions.
- Consequences of termination: Following termination, you will no longer be able to access the Service Account or the Services. Players may also lose access to any outstanding assessment invitations, assessments and related functionality associated with the terminated Service Account. You may continue to browse our website, subject to our Terms of Use.
- NO PARtNERSHIP OR AGENCY
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
- force majeure
We will not be liable to You for any default or delay in the performance of the obligations under these Terms of Service, if and to the extent that such default or delay is caused by any act of God, war or civil disturbance, court order, or any other circumstance beyond Our reasonable control including fluctuations in communications or utility services ("Circumstances of Force Majeure") and provided we are obviously without fault in causing such default or delay, and such default or delay could not have been prevented by us through the use of alternative sources or means.
- support
- In the event of you encountering any technical problems/errors with the website or any of the Services (functionality and content) you will immediately report it to us;
- We shall attend to the queries in respect of any technical problems/errors reported to it as soon as is possible. Take note that resolution on some of those problems will depend on the turnaround time of Service providers.
- APPLICABLE LAW AND JURISDICTION
Any dispute arising from the provision of our Services shall be subject to the following dispute resolution procedures:-
- Informal dispute resolution: If there is any dispute we (You and us) will first attempt to resolve it informally. You must first contact us at: [email protected]. You will then be given an opportunity to first discuss the problem/dispute with us. The dispute must be submitted within 10 (ten) days from you becoming aware of the issue / problem. If the dispute cannot be resolved within 10 (ten) days of the dispute been referred to the service manager then the below paragraphs may be referred to.
- Informal dispute resolution does not reduce Parties' rights: Proceedings in terms of clause 26.1 shall not be construed to prevent a Party from instituting formal proceedings earlier to obtain urgent or interim relief, avoid the expiration of any applicable limitations period, or preserve a superior position with respect to other creditors.
- Institution of Formal Proceedings: Subject to the provisions of clause 26.1, the Parties agree that either Party may elect to refer any dispute which may arise to either to the High Court of South Africa.
- Arbitration: If the Parties are unable to resolve any dispute informally and either Party has elected to commence arbitration proceedings to resolve the dispute in terms of clause 26.3, then such dispute shall on written demand by the electing Party be submitted to arbitration at Arbitration Foundation of Southern Africa.
- Status of arbitration ruling: The arbitrator's decision shall become final and binding upon expiry of 20 (twenty) days from the date of the ruling if no appeal is lodged, or upon determination of the appeal, as applicable. Once final and binding, the award may be made an order of court at the instance of either party. The parties shall keep the arbitration confidential, except to the extent necessary to obtain such court order.
- Continued performance: Each Party agrees to continue performing its obligations under the Agreement while any dispute is being resolved.
- Rapid resolution of disputes: The Parties shall use commercially reasonable efforts to resolve disputes arising as rapidly as possible.
- Excluded relief: This clause 26 shall not preclude either Party from seeking urgent or interim relief from the High Court of South Africa or any other competent organs of state created for the specific purpose of regulating the business or industry activities in which the parties are engaged including forums available to you as a consumer.
- These terms of Service are governed by the laws of the Republic of South Africa. You and we both irrevocably and unconditionally consent to the non-exclusive jurisdiction of the Cape Town High Court or a jurisdiction agreed to by the Parties in regard to the enforcement of any rights to all matters arising from this Terms of Services.
- Confidentiality: All disputes will be dealt with in confidentiality to protect the reputation of the parties.
The Whole Agreement: These Terms of Service expressly supersede prior agreements or arrangements with you, except obviously for those terms and conditions that are incorporated by reference to these Terms of Service.
Assignment: You may not assign these Terms of Service without our prior written approval. We may assign these Terms of Service without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of our equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void
Third Party beneficiary. These Terms of Services are personal to you and does not give rise to any rights to any other third party. Any infringement of any of our licensor(s) intellectual property rights in terms of our Services (including the technology), shall entitle the third party to enforce these Terms of Services against you.
If a court finds part of this contract illegal, the remaining provisions of these Terms will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
Any delay or failure by us to enforce any provision of these Terms of Service shall not constitute a waiver of our rights. We may enforce our rights at any time, notwithstanding any previous delay or omission.
- DEFINITIONS