Terms of Service

1. Introduction and Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of the Keen CX platform ("Service"), operated by MindSpyr (Pty) Ltd ("MindSpyr", "we", "us", or "our"), a company incorporated in the Republic of South Africa.

By accessing or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms, and "you" refers to that organisation.

If you do not agree to these Terms, you may not access or use the Service.

2. Definitions

• "Service" means the Keen CX platform, including all web applications, mobile applications, APIs, and related services provided by MindSpyr.
• "Organisation" means the business entity that subscribes to the Service and manages Users within its account.
• "User" means any individual authorised by an Organisation to access and use the Service, including administrators, managers, and frontline staff.
• "Content" means any information, data, text, or other materials submitted to, displayed on, or transmitted through the Service.
• "Data" means all information submitted to the Service by or on behalf of an Organisation, including customer sentiment records, staff mood check-ins, SOS alerts, tags, notes, and any analytics derived therefrom.

3. Account Registration and Responsibilities

To use the Service, an Organisation must create an account by providing accurate and complete registration information. The Organisation is responsible for:

• Maintaining the confidentiality of account credentials.
• All activity that occurs under its account.
• Adding, managing, and removing Users within its account.
• Ensuring that all Users comply with these Terms.
• Promptly notifying us of any unauthorised access to or use of the account.

Organisations must designate at least one administrator who has authority to manage the account and its Users. We reserve the right to refuse registration or suspend accounts that provide inaccurate information.

4. Use of the Service

Permitted Use. You may use the Service solely for your internal business purposes in accordance with these Terms, including capturing customer sentiment via staff interactions, conducting staff mood check-ins, using the SOS feature for staff backup, and viewing dashboards and analytics.

Prohibited Conduct. You agree not to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Service.
• Scrape, crawl, or use automated means to extract data from the Service beyond what is provided through our APIs.
• Use the Service to harass, abuse, or harm any individual, or to facilitate discrimination or surveillance of staff.
• Interfere with or disrupt the integrity or performance of the Service or its infrastructure.
• Attempt to gain unauthorised access to the Service, other accounts, or related systems.
• Use the Service in violation of any applicable law or regulation.
• Sublicense, resell, or redistribute the Service to third parties without our prior written consent.
• Upload or transmit any malicious code, viruses, or harmful content.

5. Free and Paid Plans

The Service is available under a free tier for Organisations with up to 10 Users. The free tier includes core functionality as described on the platform.

Paid plans are available for Organisations that require additional Users or features, as described on the Keen CX platform. We reserve the right to modify the features, limitations, and pricing of any plan with reasonable notice.

We may introduce, modify, or discontinue plans at any time. Any material changes to your current plan will be communicated with at least 30 days' notice.

6. Payment Terms

For paid plans, the following terms apply:

• Fees are billed in advance on a monthly or annual billing cycle, as selected by the Organisation at the time of subscription.
• All fees are stated and payable in the currency specified on the platform at the time of purchase.
• Payment is due on the date indicated on the invoice. Failure to pay may result in suspension or termination of access to the Service.
• All fees are non-refundable unless otherwise stated or required by applicable law.
• We reserve the right to adjust pricing with at least 30 days' written notice prior to the start of the next billing cycle.

7. Intellectual Property

Our Intellectual Property. The Service, including its design, features, functionality, source code, documentation, trademarks, and all related intellectual property, is and remains the exclusive property of MindSpyr (Pty) Ltd. These Terms do not grant you any ownership rights in the Service.

Your Data. The Organisation retains all ownership rights in the Data it submits to the Service. By using the Service, the Organisation grants MindSpyr a limited, non-exclusive licence to process, store, and display such Data solely for the purpose of providing and improving the Service.

8. Data Ownership and Processing

The Organisation retains full ownership of all Data submitted to the Service by its Users. We act as a data processor on behalf of the Organisation.

We will process your Data solely in accordance with these Terms and our Privacy Policy. We will not sell, share, or disclose your Data to third parties except as necessary to provide the Service, comply with legal obligations, or as otherwise described in our Privacy Policy.

We implement reasonable technical and organisational measures to protect your Data against unauthorised access, alteration, disclosure, or destruction.

9. Service Availability

We will use commercially reasonable efforts to make the Service available at all times. However, we do not guarantee 100% uptime and the Service may be subject to interruptions, including but not limited to:

• Scheduled maintenance, for which we will endeavour to provide advance notice.
• Unscheduled maintenance required to address urgent security or stability issues.
• Circumstances beyond our reasonable control, including internet disruptions, third-party service failures, or force majeure events.

We shall not be liable for any loss or damage arising from the unavailability of the Service.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

• Our total aggregate liability arising out of or in connection with these Terms or the use of the Service shall not exceed the total fees paid by the Organisation to MindSpyr during the twelve (12) months immediately preceding the event giving rise to the claim.
• In no event shall MindSpyr be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, whether arising from contract, tort, strict liability, or otherwise.
• These limitations apply even if MindSpyr has been advised of the possibility of such damages.

11. Indemnification

You agree to indemnify, defend, and hold harmless MindSpyr (Pty) Ltd, its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Service in violation of these Terms.
• Your violation of any applicable law or regulation.
• Any Data or Content you submit to the Service that infringes the rights of a third party.
• Any breach of your representations or warranties under these Terms.

12. Termination

Either party may terminate these Terms at any time by providing written notice to the other party. Upon termination:

• Your access to the Service will cease at the end of the current billing period (or immediately, in the case of termination for breach).
• The Organisation may request an export of its Data for a period of thirty (30) days following termination. After this period, we reserve the right to delete all associated Data.
• Any fees already paid are non-refundable, except where required by applicable law.

We may suspend or terminate your access immediately if we reasonably believe that you have violated these Terms, that your use poses a security risk, or as required by law.

13. Modifications to Terms

We may update these Terms from time to time. If we make material changes, we will provide at least thirty (30) days' notice via the Service or by email to the Organisation's registered administrator.

Continued use of the Service after the effective date of any changes constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must cease using the Service before the changes take effect.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of South Africa, without regard to its conflict of law provisions.

Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of the Republic of South Africa.

15. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

16. Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly referenced herein, constitute the entire agreement between you and MindSpyr (Pty) Ltd with respect to the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

17. Contact

If you have any questions about these Terms, please contact us:

MindSpyr (Pty) Ltd
South Africa
Email: legal@keen.cx