End-User Licence Agreement

1Who this Agreement applies to

1. 1.1The Portal is provided to businesses and other organisations that subscribe to Rain Analytics services (each a “Customer”). A Customer gives its employees, contractors and other people it authorises (“you”) access to the Portal.
2. 1.2This Agreement governs your use of the Portal. The commercial terms of the Customer’s subscription, including fees, service levels and data processing terms, are set out in a separate agreement between the Customer and us (the “Customer Agreement”). If this Agreement conflicts with the Customer Agreement, the Customer Agreement prevails to the extent of the conflict.
3. 1.3If you accept this Agreement on behalf of a Customer, you warrant that you have authority to bind that Customer to it.
4. 1.4You must be at least 18 years old to use the Portal.

2Definitions

In this Agreement, the following words have the meanings given below:

“Customer Data”

means the data that the Customer, or a third party acting for it (such as a payroll provider), supplies to us for processing and display in the Portal, including any personal information it contains.

“Dashboards”

means the reports, visualisations, data models, measures, forecasts and other analytical content made available to you through the Portal.

“Documentation”

means the user guides, help content and other material we provide that describe the Portal.

“Portal”

means the Rain Analytics web application available at raportal.co.za and any related domain, including its user interface, the Dashboards embedded in it, and any updates to it.

“POPIA”

means the Protection of Personal Information Act 4 of 2013. “Personal information”, “responsible party” and “operator” have the meanings given to them in POPIA.

“Third-Party Services”

means services that we do not own or control and on which the Portal relies, including Microsoft Entra ID and Microsoft Power BI.

3Licence

1. 3.1Subject to your compliance with this Agreement and to the Customer’s subscription remaining in force, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Portal, the Dashboards and the Documentation, solely for the Customer’s internal business purposes.
2. 3.2The Portal is a hosted service. You receive a right to access it, not a copy of any software. We reserve all rights that this Agreement does not expressly grant to you.
3. 3.3You may access only the Dashboards that the Customer has authorised for you. The Customer, not us, decides who may see which Dashboards.

4Restrictions

You must not, and must not allow anyone else to:

1. (a)share your sign-in credentials, or allow any other person to access the Portal through your account;
2. (b)access, or attempt to access, any Dashboard, data, account or part of the Portal that you have not been authorised to use;
3. (c)copy, export, download or distribute Dashboards or Customer Data, except as the Customer permits and only for the Customer’s internal business purposes;
4. (d)sell, rent, lease, sublicense or otherwise commercially exploit the Portal or the Dashboards, or use them to provide services to any third party;
5. (e)copy, modify, adapt, translate or create derivative works of the Portal, or of the design, data models or methodology of the Dashboards;
6. (f)reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, data models or underlying structure of the Portal, except to the extent that applicable law expressly permits this despite this restriction;
7. (g)use the Portal to build a competing product or service, or benchmark it for publication, without our prior written consent;
8. (h)interfere with or disrupt the integrity, security or performance of the Portal or of any network or system connected to it, including by probing, scanning or testing it for vulnerabilities without our written authorisation;
9. (i)use any robot, scraper or other automated means to access the Portal or to extract data from it;
10. (j)introduce any virus, malware or other harmful code into the Portal;
11. (k)remove, obscure or alter any proprietary notice, label or branding in the Portal; or
12. (l)use the Portal in any way that breaches any law, including POPIA and the Cybercrimes Act 19 of 2020, or any duty of confidence.

5Your account and security

1. 5.1You sign in to the Portal with the Microsoft work account that the Customer manages. Your password and multi-factor authentication settings are controlled by Microsoft and the Customer, not by us.
2. 5.2You are responsible for keeping your credentials confidential and for all activity that takes place under your account.
3. 5.3You must tell the Customer, and us at support@rainanalytics.co.za, immediately if you become aware of or suspect any unauthorised use of your account or any other breach of security.
4. 5.4Sign out of the Portal when you have finished using it, particularly on a shared device. Signing out of the Portal does not sign you out of your Microsoft account.
5. 5.5We may suspend your access immediately if we reasonably believe that your account has been compromised or is being used in breach of this Agreement.

6Customer Data and personal information

1. 6.1Customer Data belongs to the Customer. Nothing in this Agreement transfers ownership of Customer Data to us or to you.
2. 6.2For personal information contained in Customer Data, the Customer is the responsible party and we process that information as the Customer’s operator, in accordance with the Customer Agreement and the Customer’s instructions.
3. 6.3Dashboards may contain personal and sensitive information about the Customer’s employees, such as remuneration, leave and demographic information. You must:
   1. (a)access and use that information only to perform your duties for the Customer;
   2. (b)comply with POPIA and with the Customer’s policies when handling it; and
   3. (c)not disclose it to anyone whom the Customer has not authorised to receive it.
4. 6.4We process personal information about you as a user, such as your name, work email address, Microsoft account identifiers and sign-in activity, in order to authenticate you, control what you can access, secure the Portal and provide support.
5. 6.5We maintain appropriate, reasonable technical and organisational measures to protect Customer Data against loss, damage and unauthorised access, as contemplated in POPIA.

7Confidentiality

1. 7.1Customer Data, and any non-public information about the Portal, its features, its pricing and our methodologies, is confidential. You must keep it confidential and use it only as this Agreement permits.
2. 7.2Clause 7.1 does not apply to information that is or becomes public through no fault of yours, or that you are required to disclose by law or by order of a court, provided that, where the law allows, you first notify the Customer and us of the requirement.

8Intellectual property

1. 8.1The Portal, the Dashboards (excluding the Customer Data in them), the Documentation, and all related software, data models, measures, templates, designs, methodologies, trade marks, logos and know-how, together with all intellectual property rights in them, are and remain the property of Rain Analytics or its licensors.
2. 8.2If you give us suggestions, ideas or other feedback about the Portal, we may use it freely and without any obligation to you.

9Third-party services

1. 9.1The Portal relies on Third-Party Services, including Microsoft Entra ID for signing in and Microsoft Power BI for displaying Dashboards. Your use of those services is also subject to the terms of their providers and, in the case of Microsoft, to the terms the Customer has agreed with Microsoft.
2. 9.2We do not control Third-Party Services and are not responsible for their availability, performance, security or content, or for any change that their providers make to them.

10Analytics and professional advice

1. 10.1The Dashboards are decision-support tools. They present an analysis of Customer Data and may include estimates, projections and forecasts, which are based on assumptions and are inherently uncertain.
2. 10.2The Dashboards are only as accurate and complete as the Customer Data from which they are produced. We do not audit or verify Customer Data, and we are not responsible for errors that originate in it.
3. 10.3Nothing in the Portal constitutes legal, tax, financial, actuarial, employment-relations or other professional advice. You and the Customer remain responsible for any decision taken using the Portal, and should obtain professional advice where appropriate.
4. 10.4Please report any error you notice in a Dashboard to us so that we can investigate it.

11Availability, support and changes

1. 11.1We aim to keep the Portal available and working properly, but access may be interrupted by scheduled maintenance, emergency repairs, outages of Third-Party Services, or events beyond our reasonable control, including load-shedding and other interruptions to the supply of electricity or telecommunications. We are not liable for any failure or delay caused by such an event.
2. 11.2We may update, improve, change or remove features of the Portal and the Dashboards from time to time. Where a change materially reduces the functionality available to the Customer, it will be dealt with in accordance with the Customer Agreement.
3. 11.3Support is available at support@rainanalytics.co.za. The Customer Agreement sets out any service levels that apply.

15Suspension and termination

1. 15.1This Agreement starts when you first sign in to or use the Portal, and continues until it ends under this clause.
2. 15.2This Agreement, and your licence, end automatically when:
   1. (a)the Customer’s subscription ends or is terminated;
   2. (b)the Customer withdraws your access; or
   3. (c)you stop being authorised by the Customer to use the Portal, for example because you have left its employment.
3. 15.3We may suspend or terminate your access immediately, by notice to you or to the Customer, if you breach this Agreement, if the law requires us to, or if it is necessary to protect the security or integrity of the Portal.
4. 15.4When this Agreement ends, you must stop using the Portal and, unless the Customer instructs you otherwise, delete or destroy any Dashboards or Customer Data that you exported from it.
5. 15.5Clauses 4, 6, 7, 8, 10, 12, 13, 14, 17 and 18, and any other provision that by its nature is intended to continue, survive the end of this Agreement.

16Changes to this Agreement

1. 16.1We may update this Agreement from time to time, for example to reflect changes to the Portal, to the law or to our business. The current version, with its version number and effective date, is always published on this page.
2. 16.2If we make a material change, we will give reasonable notice of it before it takes effect, through the Portal, by email to you or the Customer, or both.
3. 16.3If you continue to use the Portal after an updated version takes effect, you accept the updated version. If you do not agree to it, you must stop using the Portal and inform the Customer.

17Governing law and disputes

1. 17.1This Agreement is governed by the laws of the Republic of South Africa.
2. 17.2If a dispute arises out of or in connection with this Agreement, either party may give the other written notice of it, and the parties will try in good faith to resolve it by negotiation. If it has not been resolved within twenty (20) business days of that notice, either party may refer it to court.
3. 17.3Subject to clause 17.2, you consent to the jurisdiction of the High Court of South Africa, Gauteng Division. Nothing in this clause prevents either party from seeking urgent interim relief from a court of competent jurisdiction.

18General

1. 18.1Entire agreement. This Agreement, together with the Customer Agreement, is the entire agreement between you and us about the Portal and replaces any earlier terms of use that applied to it.
2. 18.2Electronic conclusion. This Agreement is validly concluded by electronic means, as contemplated in the Electronic Communications and Transactions Act 25 of 2002, when you sign in to or use the Portal.
3. 18.3Severability. If any provision of this Agreement is found to be invalid or unenforceable, it will be severed, and the remaining provisions will continue in full force and effect.
4. 18.4No waiver. No relaxation, indulgence or delay by us in enforcing any provision of this Agreement will operate as a waiver of our rights, or prevent us from enforcing that provision later.
5. 18.5Cession and assignment. You may not cede, assign or delegate any of your rights or obligations under this Agreement. We may cede and assign our rights and obligations to an affiliate, or to a successor to our business, on notice to you or the Customer.
6. 18.6Notices. We may give you notices through the Portal or by email to the address associated with your account. Legal notices to us must be in writing and delivered to the address in clause 19, which we choose as our domicilium citandi et executandi.
7. 18.7Interpretation. Clause headings are for convenience only and do not affect interpretation. The word “including” is not a word of limitation, and the singular includes the plural and vice versa.
8. 18.8Language. This Agreement is drawn up in English.

19Contact us

For questions about this Agreement or the Portal, email support@rainanalytics.co.za.