Terms and Conditions

By clicking “Start Free Trial” an Agreement is made and entered into by and between RecruitDoor and the Customer as follows. The Terms and Conditions set out below as well as the Definitions set forth in Section 11 will apply.

1. Customer Use of the Subscription Service

Conditioned on Customer’s payment of the fees due under this Agreement and Customer’s compliance with the Agreement’s terms and conditions, RecruitDoor grants Customer a limited, non-exclusive, non transferable subscription license to access and use the Service for the Initial Term and any Renewal Terms(s) (as defined below).

2. Restrictions on Use

a. Customer may obtain User Accounts for any persons that Customer authorizes to use the Service for its business, including, but not limited to, Customer’s employees and contractors. However Customer may not sublicense, resell or supply the Service for use in any other organization, entity, business, or enterprise without RecruitDoor’s prior written consent.

b. Customer may by its authorized Account Contact, add to the number of User Accounts by contacting RecruitDoor Customer Support by email or phone or by utilizing applicable management features of the Service. Customer may by its authorized Account Contact, add to the number of User Accounts by contacting RecruitDoor Customer Support by email or phone or by utilizing applicable management features of the Service.

c. Customer is permitted to store, print, and display the Content only for its own (or as applicable his or her own) business use in connection with use of the Service. Customer may not alter, resell or sublicense the Service or provide it as a service bureau. Customer agrees not to reverse engineer the Service or its technology. Customer will not use or access the Service to: (i) build a competitive product or service, (ii) make or have made a product or service with similar features, functions, text, or graphics, (iii) make derivative works based upon the Service or Content, or (iv) copy any features, functions, text, or graphics of the Service or the Content. Customer will not “frame” or “mirror” the Service. Use, resale or exploitation of the Service and/or the Content except as expressly permitted in the Agreement is prohibited. Customer agrees to be subject to restrictions on use in the Terms of Service.

d. Customer acknowledges that Customer is the data controller in respect of Customer Data, and that Customer shall comply with all laws applicable to it and/or with respect to the Customer Data. Customer acknowledges and consents, and will notify and obtain any consents legally required from its customers, candidates, data subjects and/or Users that Customer Data may be located in foreign jurisdictions, and Customer consents, that Customer Data may be processed, accessed and/or stored in foreign jurisdictions and that applicable laws in those foreign jurisdictions might permit foreign governments, courts, law enforcement or regulatory agencies to access the Customer Data in those jurisdictions. Any breach of the provisions of this Section 2.d. by the Customer shall be subject to the provisions of Sections 7.2, 7.3 and 7.4 of the accompanying Terms of Service.

3. Account Information and Data

All Customer Data submitted by Customer to RecruitDoor, whether posted by Customer or by Users, will remain the sole property of Customer or such Users to the full extent provided by law. Customer will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data and will be deemed the data controller of Customer Data. RecruitDoor will not use the Customer Data for any purpose other than to provide the Service to Customer and for statistical reporting or analytical purposes, provided that User contact information may be used as provided in Section 2.10 of the Terms of Service. RecruitDoor may aggregate, use, disclose, distribute, and publish anonymous statistical or analytical User data regarding use and functioning of its system by its various Users or regarding Users. Such statistical or analytical data will be the sole property of RecruitDoor.

4. Confidential Information

Each party agrees (a) to keep confidential all Confidential Information (as defined in Section 11 (c)) disclosed to it by the other party or by a third party; (b) not to use the Confidential Information of the other party or a third party except to the extent reasonably necessary to perform its obligations or exercise its rights hereunder; (c) to protect the confidentiality of such Confidential Information as it protects its own Confidential Information (but in any event with no less than a reasonable degree of care); and (d) to make Confidential Information available to its own employees, consultants and contractors only on a need-to-know basis and only provided such employees, consultants or contractors are under a binding obligation of confidentiality with respect thereto. Confidential Information shall not include information which (w) is known publicly; (x) is generally known in the industry before its disclosure to recipient hereunder; (y) has become known publicly, without fault of the recipient, subsequent to its disclosure by the disclosing party; or (z) becomes known to the recipient from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. Notwithstanding the foregoing, this Section 4 shall not prohibit the disclosure of Confidential Information, (a) to the extent that such disclosure is permitted or required by law or order of a court or other governmental authority or regulation, or (b) in connection with a claim between the parties under the Agreement.

5. Terms of Service

CUSTOMER ACKNOWLEDGES AND AGREES THAT IT (OR AS APPLICABLE HE OR SHE) HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY THE TERMS OF SERVICE (AS MAY BE UPDATED FROM TIME TO TIME) OR ARE OTHERWISE SUPPLIED TO CUSTOMER, WHICH TERMS OF SERVICE ARE INCORPORATED HEREIN BY REFERENCE AND INCLUDE CERTAIN LEGAL TERMS. ANY REFERENCE IN THIS DOCUMENT TO THE AGREEMENT INCLUDES THE TERMS OF SERVICE.

6. Privacy

RecruitDoor’s privacy policy can be accessed at the RecruitDoor Website. RecruitDoor reserves the right to modify its privacy policy in its sole discretion from time to time.

7. Fees; Payment

a. There is no charge for a “Free Trial” of the RecruitDoor demo system. Once access is granted to the RecruitDoor live system, Customer shall pay fees as outlined on the RecruitDoor Website, or as otherwise agreed in writing between the parties. Subscription Fees begin to accrue on the “Service Start Date”. Pricing changes for Subscription Fees and other charges may occur as stated in Section 8.

b. A User Account can be assigned only to one individual; User Accounts may not be shared. However if an individual permanently ceases to be assigned to a particular User Account, that User Account may be assigned to another individual.

c. The billing interval is monthly unless agreed otherwise. The Subscription Fees will be invoiced for each billing interval on or about the first day of that billing interval, in advance for that entire interval, and are due within 7 days of the invoice date. In the event that Customer account is delinquent, RecruitDoor reserves the right to suspend access to the Service, with no liability to Customer, until such amounts are paid in full. An account will be considered delinquent if the any amount remains unpaid 30 days following the billing cycle.

d. “Subscription Fees” are the recurring fees for User Accounts, based on the number of billable Users multiplied by the length of the billing interval (partial months will be billed at a pro-rata rate), plus any additional features selected by the Customer. Subscription will automatically renew at the end of each billing cycle for each active user unless Customer cancels the auto-renewal for any User by contacting RecruitDoor’s support team at least five (5) business days prior to the renewal date, in which case Customers Subscription will continue until the end of that billing cycle before terminating automatically.

e. If payment is made by a fraudulent means, RecruitDoor reserves the right to immediately and permanently terminate access to the Service, with no liability to Customer and no obligation to return Customer data.

f. RecruitDoor fees and charges are exclusive of all value added taxes, withholding, and other taxes, levies, or duties which may be prescribed, and Customer will be responsible for payment of all such amounts.

g. If Customer believes that any specific charge under the Agreement is incorrect, in order to obtain a credit, Customer must contact RecruitDoor in writing within 15 days of invoice date setting forth the nature and amount of the requested correction and pay the undisputed portion by the due date (and shall remain liable for the disputed portion unless and until it is resolved in the Customer’s favor; otherwise charges are final. Any amount that is not paid by Customer when due under this Agreement (including any disputed amounts that are resolved in RecruitDoor’s favor) shall bear interest at the rate of 1.5% per month or the maximum applicable legal rate, whichever is less, until paid. Customer shall pay RecruitDoor for all reasonable legal fees on an attorney and own client basis together with other costs of collecting any payments that are overdue under this Agreement. Notwithstanding anything to the contrary in the Terms of Service, RecruitDoor may apportion the provision of any Customer Support to the payment of all Subscription Fees and other fees then due and payable under the Agreement.

8. Term and Termination

a. The term of the Agreement (the “Term”) commences on the Effective Date and will continue thereafter until the Agreement expires or is terminated as provided herein or in the Terms of Service. The Service will commence on the Service Start Date. The Agreement shall continue on a month-to-month basis (unless agreed otherwise in writing). This Agreement will automatically renew each month (or at the end of the Initial/Renewal Term) unless Customer provides notice of termination not less than 7 days before the end of the month (or the Initial Term or the then current Renewal Term). Applicable pricing and billing, will continue unchanged unless RecruitDoor notifies Customer of changes in pricing and/or billing including Subscription Fees, billing interval, minimum Subscription Fees, or any other business terms, at least 7 days prior to any anniversary of the Billing Start Date.

b. Subject to the terms of the provisions of clause 7.1 of the Terms of Service Agreement Customer may terminate the Agreement if RecruitDoor materially breaches the Agreement and such breach has not been cured within thirty (30) business days of notice of such breach. Any termination by Customer (other than for RecruitDoor’s uncured material breach of the Agreement as set forth in this Section 8(b)) and any termination by RecruitDoor for Customer’s breach, prior to the end of the Initial Term or, as applicable, the current Renewal Term, will subject Customer to an early termination (acceleration) fee by way of liquidated damages and not as a penalty for lost Subscription Fee revenue for the remainder of the Initial Term or Renewal Term, as the case may be. The early termination fee will be (a) the amount of all Subscription Fees that would be due for the remainder of the then current contract Term (that is the Initial Term or the current Renewal Term), plus (b) any other fees or amounts due.

c. Upon termination or expiration of the Agreement, Customer shall have no rights to continue use of the Service. The following provisions will survive termination: all definitions, Customer’s accrued financial obligations, the license to Customer Data to the extent reasonable for RecruitDoor’s discharge of its post-termination obligations, and the following Sections and paragraphs: Sections 2, 4, 8 (c), 9, 10, 11 and 12 of this Master Subscription Agreement and Sections 2.9, 3.1, 4.3, 5, 6, 7.1, 7.4, 10 and 11 of the Terms of Service.

9. Disclaimer of Warranties

THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT OR THE TERMS OF SERVICE ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY RECRUITDOOR. THERE ARE NO OTHER WARRANTIES OR CONDITIONS BY RECRUITDOOR OR ITS LICENSORS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICE AND CONTENT ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE FOR COMMERCIAL USE ONLY. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES. NEITHER RECRUITDOOR NOR ITS LICENSORS WARRANT THAT USE OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. RECRUITDOOR IS NOT RESPONSIBLE FOR SOFTWARE USE BY CUSTOMER OR USERS OR FOR THE OPERATION OR PERFORMANCE OF THE INTERNET OR ANY OTHER NETWORK.

10. Limitations of Liability

EXCEPT WITH REGARD TO CUSTOMER’S PAYMENT OBLIGATIONS AND WITH REGARD TO THE CUSTOMER’S OBLIGATIONS UNDER THE INDEMNIFICATION PROVISIONS OF THE TERMS OF SERVICE, IN NO EVENT WILL RECRUITDOOR’S LIABILITY EXCEED THE SUBSCRIPTION FEES DUE FOR TWELVE (12) MONTH PERIOD MEASURED BY THE MONTHLY PAYMENT OBLIGATION AT THE TIME OF THE EVENT GIVING RISE TO SUCH CLAIM. EXCEPT IN REGARD TO SECTION 2 OF THE AGREEMENT AND SECTION 2.2, 2.11 AND 2.12 OF THE TERMS OF SERVICE, IN NO EVENT WILL RECRUITDOOR (INCLUDING, AS TO RECRUITDOOR, ITS LICENSORS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). The Customer acknowledges that the limitations set forth in this Section are integral to the amount of fees charged in connection with the license of the Service, and if RecruitDoor assumed further liability, the fees would be set substantially higher. .

11. Definitions.

The following definitions (and additional definitions defined elsewhere in the Agreement) will apply:

a. “Account Contact” means the individual(s) designated by Customer as its contact responsible for the overall relationship between Customer and RecruitDoor.

b. “Agreement” means this Agreement, including the Terms and Conditions, attached Schedule(s) and the online Terms of Service incorporated herein.

c. “Confidential Information” means (i) the terms (but not the fact) of the Agreement, (ii) Customer Data, (iii) RecruitDoor software, documentation, technical data and any reports including third party reports provided by RecruitDoor to Customer, (iv) Content (other than Content that is publicly available), and (v) any information that is clearly identified in writing within thirty (30) days of disclosure as confidential or should reasonably be understood by the recipient to be confidential.

d. “Content” means information and data from RecruitDoor or its suppliers available by means of the Service or on RecruitDoor’s web site regarding the features, operation, and use of the Service.

e. “Customer” or “Client” means the individual or legal entity that enters into the Agreement as described on the Signature Page.

f. “Customer Data” means data, information or material provided or submitted by Customer or any User to RecruitDoor and any copies RecruitDoor makes in the course of utilizing the Service.

g. “Customer Support” means RecruitDoor’s customer support organization.

h. Data Controller – means a person who (either alone or with others) controls the contents and use of personal data.

i. “Effective Date” is defined on the Signature Page.

j. “Initial Term” means the agreed upon period of the first subscription period (duration) in months.

k. “Renewal Term” means the length of time agreed upon for any subsequent subscription periods (duration) in months.

l. “Service” means (i) RecruitDoor’s online service(s) as described in the Pricing Schedule and applicable printed or online user documentation on RecruitDoor’s web site or (ii) any third party service or product that is included in the Service or described in the Pricing Schedule, which is not provided under separate agreement between Customer and the third party. Unless expressly provided for in writing between RecruitDoor and the Customer, any third party services or products are provided “as is’ and without any warranty, indemnity, or support of any kind. RecruitDoor reserves the right to make changes and update to the functionality of the Service from time to time.

m. “Service Start Date” means the date on which the Service is first made available to Customer for use in a production environment on RecruitDoor’s server.

n. “Subscription Fee” is defined in Section 7.d.

o. “User” means a single individual that has access at any time during the Term to the Service pursuant to Customer’s authorization under this Agreement. Authorization for online access of a User to the Service arranged for under this Agreement, whether actually used or not, is called a “User Account.”

p. “User Account” means a username or login name and associated records as separate from other users.

q. “User Contact Information” means the contact information for each individual user for which a user account is assigned.

12. Miscellaneous

a. The Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties. The Agreement, including all exhibits and/or attachments and the Terms of Service represent the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions, writings, communications, emails and/or agreements between the parties and is intended to be the final expression of their Agreement. Except as set forth in the Agreement, it shall not be modified or amended except in writing signed by both parties. The Agreement shall be governed in accordance with the substantive laws of South Africa. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect. Neither party shall be liable for any loss or delay (not including delay in payment) resulting from any force majeure event or condition, including, but not limited to, acts of God, fire, natural disaster, terrorism, sabotage, Internet failure, labor stoppage, war or military hostilities, criminal or wrongful acts of third parties or other event or condition that is beyond the reasonable control of a party, and any performance date (other than for payment) or delivery of Service date shall be extended to the extent of any delay resulting from any force majeure event or condition. Neither party may assign the Agreement without written consent of the other, except to a related entity or the successor of all or substantially all of the assignor’s line of business or assets to which the Agreement relates; provided, however, that Customer may not assign this Agreement to any RecruitDoor competitor. The Agreement will be interpreted fairly in accordance with its terms, without any strict construction in favor of or against either party.

b. Any dispute arising under the Agreement or the termination of the Agreement shall be subject to arbitration in the City of Durban, South Africa before a single arbitrator and subject to the rules of AFSA. The parties will share the arbitration fees equally. Any award will be enforceable in any court of competent jurisdiction and will not be inconsistent with the terms of the agreement. Nothing herein shall prevent a party’s application to a court for interdictory relief to prevent irreparable harm.

(c) This document records the sole contract entered into between the parties and no variation of this Agreement shall be of any force or effect unless reduced to writing and signed by the parties.