Terms of service

1. Parties and acceptance

1.1 These terms are an agreement between Idealweb (Pty) Ltd, registration number 2015/054112/07, a company incorporated in the Republic of South Africa and trading as Recruit 360 (“we”, “us”, “Recruit 360”), and the organisation that subscribes to the service (“you”, “the Customer”).

1.2 You accept these terms when you accept a quote or order form that refers to them, when you request or create a workspace, when you accept them on screen after signing in, or when you continue to use the service after a new version takes effect. Acceptance is recorded against the accepting user together with the version, the time, the browser the acceptance came from, and the network address where we can establish it. The Customer is bound by the acceptance of a person who accepts a quote or order form for it, or who holds the owner or administrator role in its workspace. An authorised user who holds neither role acknowledges the rules in clause 6 and the privacy policy for their own use of the service, and does not accept this agreement for the Customer. Continued use binds the Customer to a new version once it has taken effect in the way clause 17.1 describes, including the notice that clause requires for a material change.

1.3 The person accepting warrants that they are authorised to bind the Customer. The Customer is the contracting party, not the person who accepts for it. The Customer will give the owner and administrator roles only to people authorised to act for it, and is bound by what they accept for it.

1.4 The data processing addendum forms part of this agreement and governs how we process personal information on the Customer’s behalf; where it conflicts with these terms on that processing, it prevails. Clauses 13 to 15 govern each party’s financial exposure under this agreement, the addendum and any other agreement about the service, and nothing in the addendum, the privacy policy or a quote or order form varies them. Clauses 13 to 15 are varied only by a written agreement signed by us that names the clause it varies. The privacy policy describes the personal information we process as a responsible party (clause 9.2); it is provided for information and gives no contractual warranty.

2. Definitions

• Service — the Recruit 360 applicant tracking software, its websites, APIs, browser extension, mobile companion, plugins, hosted careers pages and application forms, job feeds and embeds, documentation, and the onboarding, migration, training and support we provide with it.
• Workspace — the isolated tenant created for the Customer, and the data in it.
• Authorised user — an individual the Customer invites into its workspace and who holds a live login.
• Customer data — everything the Customer or its authorised users put into the workspace, or that the service collects on the Customer’s behalf, including candidate records, CVs, client records, vacancies and correspondence, and what authorised users write or do in the workspace, including the workspace’s audit trail of changes. It does not include the service itself (clause 7.1); the security and operational logs we keep as a responsible party to secure and run the service — sign-in and session records, the record of who opened which record, network addresses, and error and performance logs — and the usage data we generate in running it (clause 9.2); the account and billing records we keep as a responsible party (clause 9.2); or statistics that cannot reasonably identify the Customer or any person (clause 7.2).
• Free service — a trial workspace (clause 5.1), a feature we label beta, preview or early access (clause 3.6), and anything else we provide without charge.
• Personal information, responsible party, operator, processing and data subject carry the meanings given in the Protection of Personal Information Act 4 of 2013 (POPIA).

3. The service

3.1 We grant the Customer a non-exclusive, non-transferable, non-sublicensable right, for the duration of the subscription, to access and use the service for its own recruitment or talent acquisition business, subject to these terms. For a recruitment agency that includes providing its ordinary recruitment services to its own clients and candidates through the service — for example submitting candidates, and sharing shortlists and review links with a client.

3.2 The service is provided as software as a service. Nothing in this agreement sells, assigns or licenses any part of the software itself to the Customer.

3.3 We may change, add to, replace or withdraw features, and change how the service is built, hosted and delivered. Replacing a feature with one that serves substantially the same purpose, changing how a feature works or looks, and withdrawing a beta, preview or early-access feature do not reduce the service. If a change materially reduces the service the Customer has paid for, taken as a whole, during a period it has paid for in advance, the Customer may tell us so in writing; if we have not restored equivalent functionality within 30 days of that notice, the Customer may end the affected subscription and receive a pro-rata refund of the fees it prepaid for the unused part of that period for the affected service. Ending the subscription with that refund is the Customer’s only remedy for the change, subject to clause 13.3.

3.4 The service integrates with third-party systems the Customer chooses to connect — mail providers, calendars, job boards, payment gateways and similar. Those systems are governed by their own terms, we are not responsible for them, and a change on their side may interrupt the integration.

3.5 We are a software provider. We are not a private employment agency, a temporary employment service, a labour broker, an employer of record or the Customer’s agent. We do not represent candidates, negotiate terms of employment or make placements, and every decision taken with the service is the Customer’s own.

3.6 We may label a feature as beta, preview or early access, and may offer one without charge or inside a paid subscription. Such a feature may be incomplete, may change, be limited or be withdrawn at any time without notice, carries no warranty, service commitment or service credit, and is used on the Customer’s own judgment; clause 14.6 governs our liability for it. Labelling one feature in this way does not change the terms that apply to the rest of a paid subscription. Feedback on it is covered by clause 7.4.

3.7 Plans, roadmaps and statements about features we have not yet made available are not commitments. A subscription is for the service as it is when the Customer subscribes and as it changes under clause 3.3, unless an accepted quote says otherwise.

3.8 Onboarding, migration and custom work. The scope of any onboarding, data migration, training, configuration or custom development is what the Customer’s accepted quote states; anything not stated there is not included. Where we migrate data from another system, we carry across what the source data contains, as it is mapped for the migration, and we do not warrant that the source was complete or accurate. The Customer must check the migrated data within 30 days of our telling it the migration is complete and report any specific error to us in writing within that period so that we can correct it; whether a migrated record is fit to rely on for a decision about a person is for the Customer to judge. An error reported after that period is dealt with on request, and we may charge for the work where the error did not arise from our mapping.

3.9 We may engage subcontractors and service providers for any part of the service, and replace them. One that processes personal information on the Customer’s behalf is a sub-operator under clause 6 of the data processing addendum. Engaging one does not change our obligations under this agreement: we remain responsible for them, including for selecting the subcontractor with reasonable care, for the instructions we give it and for the safeguards we apply to what we send it, subject to clauses 14 and 18.2.

4. Accounts, users and the workspace owner

4.1 Each workspace has exactly one owner: the authorised user who acts for the Customer in the commercial relationship with us — billing, notices under this agreement and the acceptance of new versions. The owner may transfer ownership to another authorised user, and cannot be removed or demoted by an administrator. Ownership is an administrative role: transferring it changes who acts for the Customer, and does not transfer this agreement, or any amount owed under it, to anyone.

4.2 The Customer is responsible for its authorised users, for the acts and omissions of anyone using its credentials, and for removing access promptly when a person leaves.

4.3 Logins are personal. Sharing a login between people, or creating an account for a person who is not an authorised user, is a breach of this agreement.

4.4 The Customer must keep credentials confidential, enable the available account protections, and tell us without delay at [email protected] if it suspects unauthorised access.

4.5 Where we reasonably believe a login or a workspace is compromised, we may force a password reset, require re-verification or suspend the affected login until it is secured. We will tell the workspace owner what we did and why.

4.6 Where there is doubt or dispute about who may act for the Customer — for example where the owner has left or cannot be reached, or two people claim to act for it — we may decline to act on an instruction about the workspace, its ownership or its data until the person giving it shows their authority to our reasonable satisfaction, for example with the Customer’s registration documents or a written confirmation from a director or member. We may keep the workspace as it is, or read-only, until the matter is resolved, and we are not liable for acting on an instruction that appeared to come from the owner before we were told of the dispute.

4.7 Connected accounts. Where an authorised user connects a mailbox, a calendar, a messaging number, the browser extension or another account to the service, the Customer is responsible for its right to connect that account, for the permissions granted to it, for what it instructs the service to send, read or capture through it, and for complying with that provider’s terms. We act on the connection as the Customer instructs, and are not responsible for the provider’s service.

5. Trial, subscription and payment

5.1 A trial workspace runs for 14 days from creation unless we agree otherwise in writing. No payment method is required to start a trial. Changing the standard trial length does not shorten a trial already running. A trial is a free service, and clause 14.6 governs it. We may change or withdraw the trial offer for new workspaces, and may end a running trial early where clause 11.1 would allow us to suspend it. Where a payment method is stored in the workspace when the trial ends, the trial becomes a paid subscription on that day, for the seats, add-ons and billing cycle then set in the workspace, and the first period is charged to that method — unless the Customer has removed the payment method or cancelled before the trial ends. Where none is stored, nothing is charged and the workspace becomes read-only under clause 5.2.

5.2 At the end of a trial, and on non-payment of a subscription, the workspace becomes read-only rather than being deleted. Existing data stays visible; new records cannot be created; what may be exported is set out in clause 12.1. The owner and administrators keep access to billing so that the account can be restored, which happens promptly once the payment is confirmed and no other ground for suspension remains. Clause 12 says how long the read-only period lasts and what happens at the end of it.

5.3 Subscription fees are calculated from the seats and add-ons enabled in the workspace and the billing cycle chosen: monthly, or annual paid twelve months in advance, at the rates in the Customer’s accepted quote or, where there is none, shown in the workspace’s billing settings. Fees are stated in South African rand and exclude value-added tax, which is added at the prevailing rate where it applies, unless the workspace states otherwise. The annual cycle is available only to a Customer that is a juristic person; a Customer that is a natural person, such as a sole proprietor, subscribes monthly.

5.4 Subscriptions renew automatically for successive periods until cancelled. Cancellation takes effect at the end of the period then running. Fees already paid are not refundable except where clause 3.3 or clause 17.2 provides a refund, or the law requires one.

5.5 We may change the prices the Customer pays, including prices in an accepted quote once any fixed-price period stated in it has ended, on 30 days’ written notice, taking effect at the Customer’s next renewal. The Customer may cancel before that renewal if it does not accept the new price.

5.6 Consumption-based features (for example artificial-intelligence credits and message sending) are metered and shown in the workspace before use. Amounts consumed are payable whether or not the result was useful to the Customer.

5.7 Amounts overdue by more than 14 days may attract interest at the rate prescribed under the Prescribed Rate of Interest Act 55 of 1975, and we may suspend the workspace in accordance with clause 11.

5.8 Seats. A seat is billable while it is enabled in the workspace, whether or not the person signs in. Deactivating a seat stops it counting from the next billing period. A seat added during a period is charged as the workspace shows at the time it is added. The seat count recorded in the workspace is the record for billing unless it is shown to be wrong through our error.

5.9 Payment. Fees are paid by card through our payment gateway or by electronic funds transfer against an invoice, in rand. Payment is made when cleared funds reach us or the gateway confirms it. The Customer bears its own bank and transfer charges, and we are not responsible for a payment that fails at the Customer’s bank or card issuer. Where the Customer stores a payment method with our gateway, it authorises us to charge that method for each renewal, for seats and add-ons it enables, and — only where it switches automatic top-up on — for consumption top-ups up to the monthly limit it sets. Every charge raises an invoice in the workspace, and the Customer may withdraw the authority at any time by removing the payment method, which leaves the fees themselves payable.

5.10 Billing disputes. A dispute about an invoice must be raised in writing within 30 days of the invoice date, with enough detail for us to investigate. An amount that is not in dispute may not be withheld because another amount is.

5.11 Fees for a period that has begun remain payable notwithstanding a suspension under clause 11. A reminder or grace period we allow is an indulgence and does not waive any right.

5.12 Storage. Each workspace has a file-storage allowance made up of a base amount, an amount for each billed seat, and any storage packs it has bought; the allowance and the amount used are shown in the workspace. When the allowance is reached, files a user adds are refused until space is freed or a pack is added. A file sent by a candidate applying for a role is not refused for this reason — it is stored and the overflow is recorded for an administrator to see. This does not limit clause 6.6: we may refuse, hold or remove any file, whoever sends it, that fails a security check, is abusive or unlawful, exceeds a size or type limit the service applies, or arrives in a volume that threatens the service’s capacity.

5.13 Where we have to take steps to recover an overdue amount, the Customer must also pay the reasonable costs of recovering it, including legal costs on the attorney-and-client scale, to the extent the law allows those costs to be recovered.

5.14 Non-payment. Fees for a subscription period are due when the period begins, and where a payment method is stored we charge it on that day. Where the Customer pays by electronic funds transfer against an invoice, the fees are due on the due date shown on the invoice. An amount not paid when due is overdue. We may try a charge again and will tell the owner and administrators. If an amount is still unpaid 14 days after it became overdue, the workspace is suspended and becomes read-only (clause 5.2), and no further subscription period is charged or invoiced while it stays suspended. The 30-day read-only period in clause 12.2 then runs from the day of the suspension. Suspension does not end the subscription: paying what is overdue before the workspace is deleted restores it (clause 5.2); otherwise the workspace is deleted under clause 12.3, the subscription and this agreement end (clause 16.1), and the overdue amount remains payable (clause 16.4). The same applies to the first charge when a trial ends.

6. Acceptable use

6.1 The Customer must not, and must not permit anyone to:

• use the service to store or send unlawful, defamatory, discriminatory or harassing material;
• send unsolicited bulk messages, or contact candidates in breach of POPIA, the Consumer Protection Act 68 of 2008, the Electronic Communications and Transactions Act 25 of 2002 or any direct-marketing rule that applies to it;
• upload personal information it has no lawful basis to process, or candidate records obtained by scraping a third-party site in breach of that site’s terms;
• upload malware, probe or penetration-test the service without our prior written consent, circumvent rate limits, authentication or tenant isolation, or attempt to reach another customer’s workspace;
• resell, rent, timeshare, or provide the service as a bureau or managed service to a third party, unless we agree in writing — a recruitment agency providing its own recruitment services to its clients under clause 3.1 is not doing so;
• use automated means to extract data from the service other than through the interfaces we provide for that purpose.

6.2 Recruitment decisions remain the Customer’s. Scores, rankings, summaries and suggestions produced by the service — including anything produced by an artificial-intelligence feature — are aids and may be wrong. The Customer must not use them as the sole basis for a decision that materially affects a person, and remains responsible for compliance with the Employment Equity Act 55 of 1998 and the Labour Relations Act 66 of 1995.

6.3 Equity and demographic information collected through the service is voluntary for the candidate, is collected for statutory reporting, and must not be used to exclude a candidate from consideration.

6.4 Candidate data is for recruitment. Candidate records in the workspace may be used only for genuine recruitment and talent acquisition, and only within what the candidate was told when the information was collected. They must not be used for marketing unrelated to a role, to build a mailing list outside the service, to sell, rent or broker candidate information, or to profile people for a purpose unrelated to hiring.

6.5 Job scams. The Customer must not advertise a vacancy that does not exist, charge or solicit money from a candidate in connection with an application or a placement in breach of the Employment Services Act 4 of 2014, or pass itself off as an employer it does not act for. Where we reasonably suspect any of these, we may take down the advertisement, hold outgoing messages, suspend the account and report the matter to the authorities, and we may do so without prior notice where delay would cause harm to candidates.

6.6 Fair use. We may apply fair-use limits to protect the service and other customers, including limits on how many records a user may open, search or export in a period, and a fair-use band on the number of active candidate records in a workspace. The workspace shows the candidate band, and tells a user when a limit has stopped a read. Where we apply a new limit that materially affects normal use we will tell the workspace owner first. Where a limit is reasonably needed at once — for the security or stability of the service, to stop abuse, or to comply with the law — we may apply it immediately and will tell the owner as soon as practicable afterwards.

6A. Your door and your adverts

6A.1 What it covers. The Customer’s doors are the ways the service lets people apply for the Customer’s vacancies or register with the Customer: its Recruit 360 careers page, the WordPress plugin, the careers API, the Next package, the pages we host for the Customer on Recruit 360 Jobs (jobs.recruit360.co.za), and the Customer’s adverts as we show them there and on IdealJobs, the job portal we operate. Every door is the Customer’s own.

6A.2 Registrations and applications. A person who applies or registers through the Customer’s doors accepts, at that form, the job-seeker terms and privacy notice we publish for every door, and their details and CV go to the Customer’s workspace. They go to no other customer, no other customer can search or open the record the Customer holds, and a profile made through the Customer’s doors is not offered to other customers on IdealJobs. The same person may also register or apply through another customer’s doors; that customer then receives their profile through its own doors and holds its own record, and neither customer sees the other’s. The Customer’s own website terms are its business and are not affected.

6A.3 Fees for the doors. We provide, host and maintain the Customer’s doors for a monthly fee at the amount in the Customer’s accepted quote or, where there is none, shown in the workspace’s billing settings. The reading of each registrant’s CV is charged to the Customer’s credits at the rate in that quote or shown there.

6A.4 The Customer’s own record. The record of a person who applies or registers through the Customer’s doors is the Customer’s record from the moment it is created: the Customer is the responsible party for it under its own privacy terms and consent register, for the purposes the person agreed to, and we are its operator under clause 9 and the data processing addendum.

6A.5 Requests we receive. Where a person who came through the Customer’s doors asks us to delete their information and the Customer’s workspace holds a record of them, we raise the request on the Customer’s own request register and tell its owner and administrators. The Customer must deal with it in respect of its own record within 10 days, by deleting the record or by recording the lawful ground on which it keeps it. Our processing of the record as operator ends with this agreement, and requests about the Customer’s records are the Customer’s to answer, directly to the person. Nothing in this clause displaces the obligations the Customer owes the person directly under POPIA.

6A.6 Adverts. The Customer’s adverts appear on the pages we host for it and may be made available to search engines and job sites that index or aggregate vacancies, so that job seekers can find them. We may decline or take down an advert that breaches clause 6. The Customer is responsible for the content of its adverts.

7. Intellectual property and restrictions

7.1 Ours. The service — including its software, source and object code, database schema, data model, security rules, scoring and matching logic, models, prompts, workflows, screen designs, layout, wording, icons, style and the Recruit 360 name and marks — is and remains our property or that of our licensors. No right in it passes to the Customer other than the limited right to use it granted in clause 3.1.

7.2 Yours. Customer data remains the Customer’s. We claim no ownership of it. We process it only to provide, secure, support and improve the service for that Customer, as set out in the data processing addendum, and in de-identified form as this clause describes. We do not sell it, and we do not pool it with other customers’ data: no record in the Customer’s workspace is searchable by, or copied to, another customer. We do not train models on Customer data that identifies a person. We may de-identify Customer data — removing names, contact details, identity and account numbers and other details that identify a person, so that the result cannot reasonably be linked back to anyone — and use the de-identified data to build, train and improve the service’s own models, including the models that read CVs; we do not try to re-identify it, and we do not disclose it to another customer or any third party. The Customer grants us the rights needed to host, store, back up, transmit, index and display Customer data in order to provide the service. We may also derive aggregated, de-identified statistics from use of the service — for example how long vacancies take to fill across all workspaces — and use them to operate, improve and benchmark the service, provided they cannot reasonably identify the Customer, a candidate or any other person.

7.3 Restrictions. The Customer must not, and must not permit any person to:

• reproduce or publish the service or any part of it — including screenshots, screen recordings, exported screens, wireframes, copied wording, copied layouts and copied workflows — other than internally among its own authorised users;
• use it competitively — that is, access or evaluate the service for the purpose of building, specifying, commissioning, marketing or improving a product or feature that competes with it, whether directly or through a third party;
• benchmark or publish evaluations of the service, its performance, its pricing or its features, without our prior written consent;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, schema, algorithms, prompts or logic of the service, except and only to the extent that this restriction cannot lawfully be excluded, and then only after giving us written notice and a reasonable opportunity to supply the information sought;
• copy, adapt, translate or create derivative works of the service, or remove or obscure any proprietary notice it displays;
• give access to the service to a competitor of ours, or to a person acting for one;
• use screenshots, screen recordings, exported screens, workflows, prompts, documentation or other material from the service — itself, or by giving it to an artificial-intelligence tool, a developer or any other person — to design, specify, build or train anything that reproduces or competes with the service or any feature of it.

7.4 Feedback. If the Customer sends us suggestions or feedback, we may use them without restriction or payment. This does not give us any right in Customer data.

7.5 A breach of this clause causes harm that damages alone cannot adequately remedy, and we may seek interdictory relief in addition to any other remedy.

7.6 Clause 7.3 does not prevent the Customer from evaluating the service for its own use, from sending us screenshots or recordings to report a fault or ask for support, from disclosing the service in confidence to its professional advisers, or from making a disclosure the law requires. Nor does it give us any right in Customer data, or in ideas and practices that are generally known in recruitment.

7.7 Everything we create in providing the service — including configurations, templates, integrations, migration tools and mappings, custom development and every improvement to the service — is ours under clause 7.1, even where the Customer paid for the work or suggested it, unless a written agreement signed by us assigns a specific deliverable. Customer data stays the Customer’s.

8. Confidentiality

8.1 Each party may receive information of the other that is marked confidential or that a reasonable person would treat as confidential. Ours includes the non-public parts of the service described in clause 7.1 and our pricing; the Customer’s includes Customer data and its commercial terms.

8.2 The receiving party must keep it confidential, use it only for this agreement, and disclose it only to personnel, professional advisers and subcontractors who need it and who are bound to equivalent obligations.

8.3 These obligations do not apply to information that is public through no breach, was already lawfully held, or is independently developed without reference to the disclosing party’s information; and they do not prevent a disclosure required by law, provided the disclosing party is told first where it is lawful to do so.

8.4 Clause 8 survives termination for five years, and indefinitely for anything that is a trade secret.

9. Personal information

9.1 In relation to candidate and client personal information in the workspace, the Customer is the responsible party and we are the operator, processing only on the Customer’s documented instructions. The data processing addendum sets out the detail required by sections 20 and 21 of POPIA. That includes the record of every person who applies or registers through the Customer’s doors (clause 6A.4).

9.2 We are the responsible party for the account, sign-in, security, billing and support records of the Customer’s authorised users and billing contacts, and for the security and operational logs we keep to secure and run the service. Our privacy policy describes that processing. What an authorised user writes or does in the workspace — the notes they write, the messages they send and the actions the workspace’s audit trail attributes to them — is Customer data, and clause 9.1 applies to it.

9.3 The Customer warrants that it has a lawful basis for every record it puts into the workspace, that it has given the notices required by section 18 of POPIA, and that it will deal with data subject requests as POPIA requires. The service provides consent recording, retention rules, export and erasure to help it do so; a recorded consent is one way of evidencing a lawful basis, not the only one.

9.4 Some recruitment records contain special personal information as POPIA defines it — for example health or disability information, race for Employment Equity reporting, and information about criminal behaviour such as the outcome of a criminal-record check. The Customer must have a basis under sections 27 to 33 of POPIA for every such record it holds. Other records are sensitive without being special personal information — for example identity numbers, and financial or credit-check information — and the Customer must protect them with the safeguards section 19 of POPIA requires and observe any rule that governs the check concerned. The Customer must restrict access to both kinds within the workspace to the people who need it. Section 71 of POPIA restricts decisions that have legal consequences for a person, or that affect them to a substantial degree, where the decision rests solely on automated processing intended to build a profile of them, and it allows such a decision only where the Act’s safeguards are in place. The service is not built to carry those safeguards, so under this agreement a person at the Customer must make any such decision, and the Customer must not rely on the service alone to make it.

10. Availability and support

10.1 We aim to keep the service available and to give it reasonable skill and care, but we do not promise uninterrupted or error-free operation and we give no service-level guarantee unless one is agreed separately in writing.

10.2 We may take the service down for maintenance. We will give notice of planned maintenance where we reasonably can, and will schedule it outside South African business hours where practical.

10.3 Support is provided by email at [email protected] and through the in-app support desk, during South African business hours.

11. Suspension

11.1 We may suspend a workspace, in whole or in part, where fees are overdue, where clause 6 or clause 7 has been breached, where continued use presents a security risk to the service or to another customer, or where the law requires it.

11.2 Except where the risk requires immediate action, we will give notice and a reasonable opportunity to remedy first. A suspension is read-only wherever that is sufficient, so the Customer keeps sight of its data; what it may export while suspended is set out in clause 12. Where we suspend because of a security risk, suspected abuse or a breach of clause 6 or clause 7, we may also hold exports while we investigate.

12. Retention, export and deletion

12.1 Throughout the subscription, and throughout any read-only or grace period after it, the owner or an administrator may take the full export of the workspace from its settings — its candidates, clients and vacancies, with their applications, placements and notes and a download link to each stored file, in a machine-readable format — provided no invoice on the account is overdue. One full export in each calendar quarter is included, and the export the Customer makes on leaving counts as one of them; further exports are made on request, at the fee in the Customer’s accepted quote or shown in billing settings, or by arrangement where none is stated. A Customer in arrears keeps read access to its workspace during the read-only period and may export as soon as the account is settled. Each download link in a full export works for seven days from when the export is taken, and the Customer must download the files it wants within that time. It may take the export again within the subscription or the read-only period to renew the links, and doing so does not count as a further export under this clause. Where a workspace holds more stored files than the export can link at once, the export lists the files without links, and we will provide the files on request.

12.2 After a subscription ends or a trial lapses, the workspace stays available read-only for 30 days so that the Customer can export under clause 12.1, or pay and restore it (clause 5.2). Exporting within that period is the Customer’s responsibility. We will tell the Customer in writing during that period the date on which the workspace will be deleted. After non-payment, the period runs from the suspension in clause 5.14.

12.3 Once that period has ended and the notice in clause 12.2 has been sent, we delete the workspace and its Customer data, including files in storage. A notice is sent when we send it to the email address on record of the owner or an administrator; a notice that is later returned undelivered, or is not read, does not delay deletion. Of the workspace we retain only a record of the organisation’s name, its billing contact, the dates of the subscription and the fact of deletion (the account record), and the record of acceptances that clause 17.3 describes. We keep the account record for seven years after the workspace is deleted, with our billing and tax records. Neither record contains candidate personal information. Our suppression list is kept apart from any workspace and can hold a candidate’s email address: an address that bounced, reported our mail as spam or unsubscribed stays on it, as clause 9.2 of the data processing addendum describes, so that we do not write to it again. Our own other records about the Customer and its users are kept as the retention schedule in the privacy policy describes. Backups are overwritten or expire on their ordinary cycle, which does not exceed 35 days.

12.4 The Customer may ask for earlier deletion at any time. Information may be kept for longer where a law requires it or where it is needed for a legal claim that has been made or is reasonably expected, but only for as long as that reason lasts and for no other purpose.

12.5 Exports are provided in the formats the service offers. We do not undertake to reproduce every derived field, score or internal structure of the service in another format. The full export carries the records clause 12.1 names; for candidates it also carries their skills, languages, work history, education, achievements, references, consent records, CV details, portfolio items and files, and for clients their contacts. Some records the service shows are not yet in it — among them client submissions, pipeline and stage history, interviews and scorecards, video-interview and screening answers, mail and messages brought in from connected accounts, the history of consent changes and of activity, and tasks — and we may add them over time. The Customer may ask us for any of them that the service stores, as a further export under clause 12.1.

12.6 List exports. While the workspace is active, users whose role allows it may export the candidate and client lists they are looking at as spreadsheet files, and reports as documents, from the screens that show them, and the owner or an administrator may take each list as a spreadsheet file from the workspace’s export settings, all subject to the fair-use limits in clause 6.6. These are separate from the full export in clause 12.1, and they are how the Customer keeps its own copies in the ordinary course (clause 14.5).

12.7 Arrears never prevent the Customer from answering a request a person makes about their own information under POPIA or the Promotion of Access to Information Act 2 of 2000. The Customer keeps read access for that purpose or, where a suspension under clause 11 has removed it, we will provide the information the request needs, and we will help as clause 8.3 of the data processing addendum describes.

13. Warranties and disclaimers

13.1 Each party warrants that it has the power to enter into this agreement. The Customer will comply with the laws that apply to its use of the service.

13.2 Beyond what is expressly stated here, and to the fullest extent the law allows, the service is provided as it stands. We do not warrant that it will meet the Customer’s requirements, that any candidate will be found or placed, that an advertisement will attract any number of applications or be published by a job board, that any candidate is truthful or suitable, or that any output of an artificial-intelligence feature will be accurate.

13.3 Nothing in this agreement excludes or limits a liability to the extent that the law does not allow it to be excluded or limited, such as liability for a party’s own fraud or other intentional wrongdoing; nor, where the Consumer Protection Act 68 of 2008 applies to the Customer, a right the Customer has under that Act that cannot be waived, including the rule in section 51 of that Act against limiting liability for gross negligence and the remedies in section 54 of that Act. Nothing in this agreement binds the Information Regulator or any other authority, or limits a right a data subject has against either party under POPIA.

14. Limitation of liability

14.1 Subject to clause 13.3, and to the fullest extent the law allows, we are not liable to the Customer, whether in contract, in delict (including for negligence), under statute, under an indemnity or on any other basis, for:

• (a) indirect or consequential loss;
• (b) loss of profit, revenue, business, contracts or opportunities, loss of anticipated savings, or loss of goodwill or reputation, whether that loss is direct or indirect;
• (c) loss arising from the service, or any part of it, being unavailable, slow or interrupted, including during maintenance;
• (d) loss arising from an error or inaccuracy in anything the service produces or calculates — a score, ranking, match, summary, parsed CV, figure, draft or other output, including that of an artificial-intelligence feature — or from reliance on it (clause 6.2);
• (e) loss arising from a message, advert, application, feed, notification or integration that is not delivered, is delayed, or is rejected or changed by a mail provider, job board, network or other third-party system; or
• (f) loss that results from the loss or corruption of Customer data, to the extent the Customer could have prevented or reduced that loss by keeping and using the copies clause 14.5 describes.

The Customer is not liable to us for indirect or consequential loss, except as clause 14.3 provides.

14.2 Subject to clause 13.3, our total liability for all claims together, arising out of or in connection with this agreement, the data processing addendum or any other agreement about the service, whether in contract, in delict (including for negligence), under statute, under an indemnity or otherwise, is limited to the subscription fees paid by the Customer and attributable to the three months immediately before the first event giving rise to a claim. Subscription fees are the recurring fees for seats, add-ons and the Customer’s doors, not charges for consumption under clause 5.6. Fees paid in advance for a longer period, such as an annual subscription, are attributed to each month of that period in equal parts; value-added tax, and charges for third-party services that we pass on at cost, are left out. A series of related events is one event, occurring when the first of them occurred. The limit is not increased by the number of claims, causes of action or events, and it applies even if a remedy fails of its essential purpose. It applies to all liability that clauses 14.1, 14.6 and 14.7 do not exclude, including where one of them is found not to apply. A refund of prepaid fees under clause 3.3 or clause 17.2, or one the law requires, is not a claim for damages, and this limit does not reduce it.

14.3 Nothing in clauses 14.1 and 14.2 limits the Customer’s liability to pay the fees and other amounts due under this agreement, or its liability for a breach of clause 7 or clause 8, or under clause 15.1.

14.4 Our liability to the Customer connected with the handling of Customer data or personal information, including a security incident affecting it and any claim under the data processing addendum, or connected with confidentiality or with an act or omission of a subcontractor, is subject to clause 14.1 and counts towards the one limit in clause 14.2. Nothing in this clause affects the Customer’s liabilities that clause 14.3 preserves, including its indemnity under clause 15.1, and clause 13.3 applies.

14.5 The Customer is responsible for keeping its own copies of the Customer data it cannot afford to lose, as far as the exports in clause 12 let it: the list exports in clause 12.6 in the ordinary course, and the full export in clause 12.1 for the records and files that clause describes. It is not responsible for keeping copies of records the exports do not carry (clause 12.5).

14.6 Free services. To the fullest extent the law allows, a free service is provided as it stands, with no warranty, service commitment or service credit; we may change, limit, suspend or withdraw it at any time, except that a running trial ends early only as clause 5.1 allows; and we have no liability to the Customer arising from it, in contract, delict or otherwise. Where a beta, preview or early-access feature is part of a paid subscription, this clause applies to that feature alone, and clause 14.2 continues to apply to the rest of the subscription.

14.7 We are not liable for loss to the extent it is caused by the Customer or its authorised users — including their instructions and configuration, the content and accuracy of Customer data, a connected account (clause 4.7) and the safekeeping of credentials — or by a third-party system the Customer chooses to connect (clause 3.4).

15. Indemnity

15.1 The Customer indemnifies us against any claim, demand or proceeding by a third party — including a candidate, a client of the Customer, another data subject or a regulator — to the extent it arises from:

• personal information or other Customer data that the Customer or its authorised users collected, supplied or used unlawfully, or without the notice or basis the law requires, including a database it imports;
• the Customer’s instructions to us, including those given by using the features of the service;
• a vacancy or advertisement the Customer publishes, or its recruitment practices and decisions;
• anything the Customer or its authorised users put into or send through the service that infringes another person’s rights;
• a message sent through the service or a connected account in breach of POPIA, the Consumer Protection Act 68 of 2008, the Electronic Communications and Transactions Act 25 of 2002 or any other rule on direct marketing or electronic communications; or
• a breach by the Customer of these terms or the data processing addendum,

and against the losses, damages, settlements and reasonable legal costs that follow, including a fine or penalty imposed on us to the extent the law allows it to be recovered. The indemnity does not cover loss to the extent it was caused by our own conduct for which the law does not allow us to be indemnified.

15.2 We will tell the Customer of a claim under clause 15.1 promptly after we become aware of it; a delay affects the indemnity only to the extent it prejudices the Customer. We control the defence and settlement of the claim and may appoint our own attorneys. We will consult the Customer, and no admission or settlement binds the Customer to pay or do anything beyond what clause 15.1 requires without its consent. The Customer must cooperate, and give us the information and help we reasonably ask for.

16. Term and termination

16.1 This agreement runs from acceptance until the subscription ends or the workspace is deleted.

16.2 Either party may terminate on written notice if the other commits a material breach that is not remedied within 14 days of being asked to remedy it, or becomes insolvent, is liquidated or is placed under business rescue.

16.3 We may terminate immediately on a breach of clause 7.3, because the harm it causes cannot be remedied by later compliance.

16.4 On termination the rights granted in clause 3.1 end, clause 12 governs the Customer’s data, and clauses 1.4, 7, 8, 9, 12, 13, 14, 15, 18 and 19 survive, together with any amount already due and clause 5.13.

17. Changes to these terms

17.1 We may issue a new version of these terms. The version that applies to the Customer is the one provided with its order or accepted in the service, and every version is available in the workspace’s Legal settings. Where the change is material, we will give at least 20 business days’ notice to the workspace owner, and will ask the users it applies to — the owner and administrators for a change to the commercial agreement, and every authorised user where the change affects how the service may be used — to accept the new version on their next sign-in.

17.2 Where a Customer does not accept a materially changed version, we will, where it is feasible, let it finish the period it has already paid for on the version it accepted. Where we do not, the Customer may terminate before the new version takes effect and receive a pro-rata refund of the unused portion of prepaid fees. Finishing the period on the version it accepted, or terminating with that refund, is the Customer’s only remedy for the change, subject to clause 13.3.

17.3 We keep every version of these terms. We keep a record of each acceptance of it — the version, who accepted it and in what role, when, and the browser and network address it came from — for as long as we keep the account record under clause 12.3, and we will provide the record of the Customer’s acceptances on request.

18. General

18.1 The Customer may not cede or assign this agreement without our written consent, which will not unreasonably be withheld. We may cede it as part of a transfer of our business, on notice.

18.2 Neither party is liable for a failure caused by an event beyond its reasonable control — including electricity supply failures and load shedding, undersea cable and network outages, an attack on infrastructure it does not control, industrial action, and the failure of a third-party provider — provided it tells the other and takes reasonable steps to mitigate. Such an event does not suspend or excuse an obligation to pay money that has fallen due.

18.3 Notices to us go to [email protected] and to 87 Marjoram Avenue, Sinoville, Pretoria, 0129. Notices to the Customer go to the workspace owner’s email address. Email notice is effective on delivery.

18.4 We may identify the Customer as a customer of ours, by name and logo, on our website and in our sales material, accurately and without suggesting any endorsement beyond the fact of the relationship. A Customer that does not want this must tell us in writing, and we will stop within a reasonable period.

18.5 Nothing here creates a partnership, joint venture, employment or agency between the parties.

18.6 If a provision is found unenforceable, it is severed and the rest stands. A failure to enforce a right is not a waiver of it.

18.7 These terms, the data processing addendum, any quote or order form the Customer has accepted and any written agreement under clause 18.8 are the whole agreement between the parties on their subject matter and replace anything said before. The privacy policy informs and is not part of it (clause 1.4).

18.8 Where we and the Customer have signed a written agreement for the service, that agreement prevails over these terms to the extent of any conflict. A special condition written into a quote or order form the Customer has accepted prevails over these terms for that Customer to the extent of any conflict. A quote or order form sets prices, seats, dates, scope and special conditions, and does not vary clauses 13 to 15. Clauses 13 to 15 are varied only by a written agreement signed by us that names the clause it varies.

19. Governing law and disputes

19.1 This agreement is governed by the law of the Republic of South Africa, wherever the Customer is located or incorporated, subject only to a law of the Customer’s own country that cannot be excluded.

19.2 The parties will first try in good faith to resolve a dispute by discussion between senior representatives within 15 business days.

19.3 Failing that, the parties consent to the jurisdiction of the High Court of South Africa, Gauteng Division, Pretoria. Either party may still apply to any competent court for urgent interdictory relief, in particular under clause 7.5.

19.4 To recover an amount the Customer owes, we may instead sue in a magistrate’s court that has jurisdiction over the Customer, and the Customer consents under section 45 of the Magistrates’ Courts Act 32 of 1944 to that court’s jurisdiction even where the amount claimed exceeds that court’s ordinary limit. This does not oblige us to use that court.

20. Us