Last Update/Version: 26. April 2013

Please read this document prior to signing up for our Services. This Agreement will govern your relationship with us:

This Agreement is made between

IMEASURE WEBSOLUTIONS SOFTWARE cc (Reg. 2011/023973/23) also doing business as “Metior Solutions”

The Loft
30 The Valley Road
Westcliff, 2193
South Africa

- hereinafter referred to as “IWS”

And All Registered IWS Users

- hereinafter referred to as “Customer”

IWS provides a web-based platform (hereinafter also referred to the Site” and / or the “Platform”) for performing online surveys and the analysis thereof. IWS is a licensee for the software running on the Platform and is authorised to grant rights to its’ customers (“the Software”). The Platform, including the Software and other respective software and services (“the Services”), are made available by IWS through its Internet Websites, (;; to authorised Customers and Customer’s Users which are listed in Annexure A hereto, to access the Site under the following terms and conditions:

The terms and conditions set forth in this Agreement below, together with IWS’ Privacy Policy and any other rules and policies published on IWS’ Site from time to time shall constitute the entire legal relationship between IWS and you as a Customer. By clicking the “Acceptance” button, which forms your acceptance of this Agreement you hereby agree to, and are bound by, this Agreement. If you do not agree with any of the terms of this Agreement, do not click the button and/or access or use this Site/Services or any of the information contained on this Site.

1. Services provided by IWS

1.1. The Site provides online tools for the following purposes:

  • 1.1.1. Access to the IWS Websites as agreed upon
  • 1.1.2. Registration of access
  • 1.1.3. Password Administration
  • 1.1.4. Web-based furnishing of questionnaires
  • 1.1.5. Processing questionnaires for specific evaluation purposes (defined scope of evaluation, available question formats, and programmed possibilities)
  • 1.1.6. Processing results (defined report forms and charts); MSExcel raw data export for further statistical analysis
  • 1.1.7. Analysis of qualitative data through the dataMapster
  • 1.1.8. Storage of questionnaires and results for the time of Customer registration and due payment of liable fees
  • 1.1.9. Offline-Solution for data recording without internet access.

1.2. The Site shall be principally available 7 days a week for 24 hours per day unless pre-scheduled updates and services are performed on the Platform; in which event Customer will be informed 5 (five) calendar days prior to such pre-scheduled updates, provided that unplanned technical problems and/or internet-connectivity related problems may occur unexpectedly and are outside the control of IWS, and provided further that the terms of Clause 8 hereof shall apply in respect of such technical problems or internet connectivity or lack thereof. Online Support to Customer will be principally available during regular business days from Monday through Friday during ordinary business hours from 9a.m. to 5p.m. (in the time zone applicable to Johannesburg, South Africa).

1.3. All data including the evaluation results shall be stored during the contract period, which period shall be from the date of acceptance of these terms and conditions until the contracted end date (“the Contract Period”), subject to timely payment of the agreed fees by Customer.

1.4. Customer shall immediately store its own back-up copy of all data if deemed necessary or required to be stored and kept. IWS recommends that Customer regularly secures all its respective data on its own devices. The Customer acknowledges and agrees that it is solely responsible for backing up all such data, including but not limited to data Customer uploaded to the Site or received from the Site.

1.5. Access is granted to the registered Customer only. Customer shall not grant access to anyone other than the Customer, it being recorded that this is a material term of this Agreement.

1.6. IWS reserves the right to modify details of the Services at its reasonable discretion:

1.6.1. In this event, IWS shall put a change notice on its Website and / or send an email to Customer, outlining such modification, including a definition of the scope of changes and the date on which they shall become effective.

1.6.2. If such changes are not acceptable to Customer, it shall promptly notify IWS of the date on which it shall stop using the Platform. Notwithstanding that the Customer may elect to terminate the use of the Platform prior to the end of the Contract Period, the Agreement shall continue to be valid and Customer shall be obliged to pay the agreed Fees until the end of the Contract Period.

2. Fees

2.1. Customer shall pay the Fee agreed, and published on IWS website into the bank account detailed in Clause 3 below, without deduction or set off, on the due date for payment thereof. IWS may change such fees at any time and in its sole discretion however not for the running Contract Period. IWS will provide Customer with a prior notice of any change in fees to allow Customer to cancel their Contract to the end of the running Contract Period.

2.2. The agreed Fees are without applicable taxes, government fees, customs’ fees (if any) and similar charges which shall be added thereto should they be applicable.

3. Payment of Fees

3.1. Payment is to be made upon acceptance of this agreement into the following account:
Imeasure Web Solutions Software cc
First National Bank Sea Point
Account No.: 62395575370
Branch Code: 250655

3.2. Customermay make use of the payment options provided on the Site. In case of a monthly/yearly Subscription via credit card the Customer will be notified via email by prior to the end of the running Contract Period to allow the Customer to cancel his/her Subscription. Should Customer not cancel the Subscription prior to the end of the then current Contract Period, the Contract Period shall be automatically renewed and extended for a subsequent Contract Period of the same length and the agreed Fee deducted.

3.3. In case of delayed payment, Customer shall pay interest at the Prime rate recorded by First National Bank of South Africa at the due date for payment, plus 2% in respect of the period of delay in addition to the due Fees.

4. Legal status of Customer

Customer warrants that it is a legal entity, validly formed and existing under the laws of its jurisdiction and has duly authorized its representative(s) and / or agent(s) to enter into this Agreement.

5. Customer‘s rights to use

5.1. IWS grants Customer a limited, personal, revocable, non-exclusive and non-transferable right to access and use the Site (including the Software) and to store, modify, review, display and print its data processed on the Site.

5.2. All rights granted are solely for Customer’s personal use. Customer must not grant sub-rights to any other party in any manner or grant such party access (neither directly nor indirectly) to the Site unless expressly permitted by IWS in advance and in writing.

5.3. Except as expressly permitted in this Agreement, Customer has no right to modify, edit, copy, reproduce, or otherwise create derivative works of, disassemble, reverse engineer, alter, enhance or in any way exploit any of the Software in any manner, in particular the specific “Metior Solutions” Software or other copyrighted or protected materials installed on the Site or accessible via the Site. The breach of this Agreement may result into immediate termination of this Agreement by IWS without prior notice in addition to any other rights IWS may have in law to claim damages or specific performance.

5.4. Customer acknowledges that it has no right, title or interest in or to any materials of the specific “Metior Solutions” Software or any other program materials installed on the Site nor claims any such right, title or interest.

5.5. Especially, the foregoing shall apply if Customer receives a usable offline version of the software for specific purposes and a limited period for installation and use on its own IT equipment. Customer agrees and accepts to be fully responsible to maintain security with respect to such software and compliance with the foregoing. Customer shall immediately return the software and all related materials to IWS at the end of the Contract Period or when authorization ends, whichever is the sooner, without retaining any copies thereof.

6. General responsibilities of Customer

6.1. The Customer is obliged to:

6.1.1. provide accurate, current and complete information as it is required for preparation and completion of this Agreement and its registration;

6.1.2. maintain and promptly update all required information in its account, to keep it accurate, current and complete; also credit card details, if Customer has elected to pay the fees referred to in Section 3 and 4 (Fees and Payment of Fees) by credit card

6.1.3. maintain the security of password and all other authorization to access the Site / its account;

6.1.4. accept risks related to unauthorised access and inform IWS immediately about any unauthorised account activity , respective attempts or other respective suspicious activities observed;

6.1.5. pay timeously all agreed Fees;

6.1.6. take responsibility for all activity associated with its use of the Site;

6.1.7. use the Site in a proper and ethical manner.

6.2. IWS reserves the right to immediately deactivate access to the account and terminate this Agreement entirely and or certain rights in case of breach of the Agreement, as detailed in Clause 10 below.

6.3. IWS shall not be responsible for Customer’s activities, i.e. surveys, survey instruments, questions, templates, results or questions from survey respondents (its users), other data or any other matter concerning its use of the Site. Customer acknowledges and agrees that itself and not IWS is responsible for the foregoing activities.

7. User Content

7.1. Customer hereby agrees and accepts to be solely responsible for all its “User Content”, i.e. data (including but not limited to survey questions and questionnaires, images, survey responses, including those provided by its users) and compliance of such data with applicable legal and ethical requirements.

7.2. IWS does not warrant nor guarantee the accuracy, integrity or quality of such User Content. However, notwithstanding the above, IWS reserves the right to review User Content and block, modify, terminate access to, or delete inappropriate if legally required or when not compliant with the terms of this Agreement.

7.3. Customer hereby agrees and accepts to be responsible for backing up any of its User Content.

7.4. For operating the Site, IWS requires the right to use Customer’s User Content to the extent necessary for operation and Customer hereby grants such right to IWS.

7.5. Customer agrees and accepts to

7.5.1. comply with this Agreement, including all other IWS’ policies as published on the Website from time to time;

7.5.2. comply with all local and international laws applicable to the Customer and its Users, particularly, all other laws related to unsolicited commercial email messages, defamation, privacy, obscenity, intellectual property, data protection, or child protective email address registries;

7.5.3 not engage in excessive usage of the Site, particularly (without being limited to this) usage that adversely and seriously affects the speed, responsiveness, or functionality of the Site for other Customers;

7.5.4 not engage in any unlawful “spamming” activity, when using the Site.

7.6. IWS is entitled to cooperate with any governmental authority in connection with any investigation into Customer’s use of the Platform and the Services and may disclose any User Content and information pertaining to the Customer or to Customer’s use of the Platform and the Services, to such governmental authority in connection with any such investigation.

7.7. Customer shall impose the same use restrictions on its users authorized by it to access the Site.

8. Limited Warranty

8.1. The software is tested for operation under normal conditions and free of known defects. However, due to technical state-of-the art nature of the Platform, Site and Software, IWS cannot warrant that the Software is running defect-free and IWS shall not be liable in any way for interruption of service, errors of any type, inaccuracies or any consequences resulting therefrom.


8.3. IWS expressly disclaims any warranties or merchantability, fitness for a particular purpose, title and non-infringement. IWS does not warrant that Customer can achieve specific intended results by using the Site.

8.4. In case of any defects, reported by Customer to IWS, IWS will undertake reasonable efforts to the have the developer of the Software fix and debug it.

8.5. IWS cannot warrant that no technical problems occur on the Server on which the Site is installed and operates because such equipment is beyond IWS’ control (including but not limited to the availability of the Server) notwithstanding reasonable efforts on the part of IWS to resolve such problems.

8.6. IWS shall not be responsible for the availability of the international network through which the Site is accessed.


8.8. Due to the nature of technology and the on-going development of new viruses, IWS cannot make any representation or grant warranty that the Site is free of viruses or other harmful components.

9. Limitation of Liability

9.1 Notwithstanding any other provision in this Agreement, the Parties agree that in no event shall IWS and/or its subsidiaries / affiliates be liable for any:

9.1.1. direct, indirect, punitive, incidental, special or consequential damages; or

9.1.2. to the extent not already covered by 9.1.1, damages for loss of use, data, REVENUE OR profits, arising out of or in any way connected with the use or performance of this Site and its Services with the delay or inability to use the Site and its Services.

9.2. Notwithstanding any other provision in this Agreement, the Parties agree that in the event that IWS’ and/or its subsidiaries / affiliates’ has any liability to Customer arising under any cause of action (whether contract, statute, negligence, delict or otherwise), such liability shall be limited to the amount of Fees paid by Customer to IWS. THE TOTAL LIABILITY IN RESPECT OF SUCH AMOUNTS SHALL NOT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY IWS FROM THE CUSTOMER UNDER THIS AGREEMENT.



10. Breach

Should the Customer:

10.1 fail to pay any Fees due or any other amount due in terms of this Agreement or the Customer’s authorised credit card payment cannot be processed for any reason; or

10.2 commit any act of insolvency, be placed under provisional liquidation or judicial management, or fail to satisfy a judgement of any court of law within 10 (ten) days after such judgement having been granted, or

10.3 commit any material breach of this Agreement; or

10.4 commit any other breach of any term of this Agreement, whether such breach goes to the root of this Agreement or not, and fail to remedy that breach with a period 7 (seven) days after the giving of notice in writing by IWS to that effect,

then on the happening of any such event, IWS shall be entitled, without prejudice to any other rights which it may have under this Agreement or at common law to immediately terminate this Agreement on written notice thereof to Customer, and claim damages in respect thereof.

11. Privacy Policy

11.1. IWS highly values and respects Customers and its users’ privacy and therefore IWS will protect such privacy and confidential information which are identified as such.

11.2. The Details of IWS’ Privacy Policy are published and available under “Privacy Policy”. IWS reserves the right to update its Privacy policy, if deemed necessary, at its reasonable discretion at any time without prior notice.

11.3. Customer shall notify its users and / or other respondents of all surveys that it creates on the Site about IWS’ privacy policy and how IWS may use survey responses.

12. Term of the Agreement

12.1. This Agreement becomes effective when accepted by the Customer through clicking the button on the Site that indicates his or her acceptance of this Agreement and the date that IWS first provides the Customer with access to the Services.

12.2. This Agreement can be terminated to the end of then-running Contract Period. Otherwise the agreement shall be automatically renewed and extended for a subsequent Contract Period of the same length.

12.3. Each party is entitled to terminate notwithstanding the foregoing without a notice period in case of a material breach of substantial provisions of this Agreement (unless otherwise provided) by the other party, if such breach is not cured immediately upon request.

12.4. Any termination notice must be mailed in writing by email to the following address:

13. Intellectual Property Rights

13.1. All information and content contained on the Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof (“materials”), are the sole intellectual property of IWS’ licensor or IWS, its subsidiaries and affiliates or third parties. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any of any materials is prohibited without the express prior written consent of the respective owner.

13.2. IWS reserves all rights in the Site that are not explicitly granted. Nothing in this Agreement shall be deemed to assign or transfer to Customer or its users any rights to any such intellectual property.

14. Third Party Material

IWS may provide hyperlinks to Third Party websites and content maintained by third parties. IWS shall not be responsible by any means for the sources to which such hyperlinks may refer including but not limited to their content, suitability, quality, availability or legality.

15. Communications

15.1. Notwithstanding the specific provisions relating to termination notices, all other notices and communications to Customer may be provided in a number of ways, depending on the circumstances. All notices and other communications from IWS shall be deemed to be properly communicated to Customer on the date when-

15.1.1 posted on the Platform, or

15.1.2 sent by email to the email address for Customer last recorded by IWS; or

15.1.3 sent by postal mail to the postal address for Customer last recorded by IWS.

15.2. Customer may communicate with IWS by email to or postal mail to IWS postal address.

16. Applicable Law, Jurisdiction

16.1. The entire Agreement shall be governed by the Laws of South Africa and interpreted in accordance which such Laws.

16.2. All disputes arising out of this Agreement (or the documents referred to herein) or in connection with it shall be referred to the exclusive jurisdiction of the competent Court where IWS has its principal place of business in South Africa at the time when the dispute arises.

16.3. This Agreement is not subject to the United Nations Convention on Contracts for the Sales of Goods.

16.4. IWS may elect, in the event of a breach in accordance with Clause 10, to terminate this Agreement, claim specific performance and/or claim damages.

17. Severability

17.1. If any provision of this Agreement or a document referred to herein are held being invalid or unenforceable, the other provisions shall still remain in full force and effect.

17.2. The invalid provision shall be replaced by a new provision which substantially achieves the intent of the original invalid provision to its utmost extent.

18. Written form requirement

For purposes of clarification and accuracy, all modification of or amendments to this Agreement shall be made in writing.

19. Assignments

19.1. Customer may not assign this Agreement or any rights hereunder without IWS’prior written consent.

19.2. IWS may assign this Agreement or any rights hereunder at any time to a successor in case of or in connection with a merger, consolidation or other corporate reorganization in which IWS participates or to the purchaser of all or substantially all of IWS’ assets to which this Agreement relates.

20. Entire Agreement

20.1. This Agreement comprises the sole and entire agreement between IWS and Customer relating to the use of the Platform and the Services.

20.2. It supersedes any prior or other understandings, agreements, warranties, statements, representations, understandings or undertakings made by any party (whether or not a party to this Agreement).

21. Headings

The Headings within this Agreement are for purpose of general information only.


A. THE FOLLOWING Country-specific TERMS AND CONDITIONS APPLY TO Customers which domicile in the respective countries listed below. They change, modify or amend the General Terms and Conditions of this Agreement and prevail in case of conflict:

B. Country Specific T’s and C’s for Germany/Deutschland

1. Ausschluss von Garantien

Sofern nicht speziell etwas anderes vereinbart ist, übernimmt IWS keine Garantien, die über die gesetzliche Gewährleistung nach deutschem Recht hinausgehen, insbesondere nicht bezüglich Fehlerfreiheit und Verfügbarkeit.

2. Haftungsbeschränkung

a. IWS und deren gesetzliche Vertreter haften nur für die vorsätzliche und grob fahrlässige Verletzung vertraglicher Pflichten, soweit nicht nachfolgend etwas anderes festgelegt ist.

b. Im Fall leichter Fahrlässigkeit haften IWS und deren gesetzliche Vertreter nur dann, wenn es sich um die Verletzung wesentlicher Vertragspflichten handelt. Wesentliche Vertragspflichten sind solche, deren Erfüllung die ordnungsgemäße Durchführung des Vertrags überhaupt erst ermöglicht und auf deren Einhaltung der Vertragspartner regelmäßig vertraut und vertrauen darf.

c. IWS und deren gesetzliche Vertreter haften nicht für unvorhersehbare Schäden, untypische Schäden und/oder finanzielle Verluste im Zusammenhang mit indirekten Schäden, einschließlich entgangener Gewinne, es sei denn, IWS und/oder deren gesetzliche Vertreter haben vorsätzlich oder grob fahrlässig gehandelt.

d. Unberührt bleibt die verschuldensunabhängige gesetzliche Haftung von IWS und deren gesetzliche Vertretern für die Verletzung des Lebens, des Körpers oder der Gesundheit einer Person.Das gilt auch für die Haftung von IWS und /oder deren gesetzlichen Vertretern im Falle einer fahrlässigen Verletzung des Lebens, des Körpers oder der Gesundheit einer Person. Unberührt bleibt ferner eine sonstige Haftung seitens IWS und deren gesetzliche Vertretern, die gesetzlich zwingend ist und vertraglich weder ausgeschlossen noch eingeschränkt werden kann.

e. IWS und deren gesetzliche Vertreter haften nicht für Inhalte von Websites Dritter, auf die seitens IWS via Links verwiesen wird, ferner nicht für Inhalte, die von Dritten auf der IWS Site eingestellt werden. Diese geben nicht notwendigerweise Ansichten von IWS wieder. Links sind nicht als Empfehlung seitens IWS zu verstehen.