1. Parties, Scope and Acceptance
WandaWazi (Pty) Ltd (“WandaWazi”, “we”, “us” or “our”) provides a hosted software platform and related services for administration, communication, records management, reporting and operational support for senior living, care, retirement, residential or related service environments (the “Platform”).
This End User Licence Agreement and Terms of Use (“Agreement”) governs access to and use of the Platform, any related websites, portals, mobile interfaces, support services, content and documentation made available by WandaWazi (collectively, the “Services”).
By signing an order form, subscription proposal or service schedule that references this Agreement, or by accessing or using the Services, the client identified in the applicable commercial document (“Client”) agrees to be bound by this Agreement. Individuals who access the Services on behalf of the Client also agree to comply with this Agreement and acknowledge that their access is authorised through the Client.
If a user does not agree to this Agreement, that user may not access or use the Services.
2. Definitions
“Authorised User” means any employee, contractor, representative or other individual whom the Client authorises to access the Services under its subscription.
“Client Data” means all data, records, files, communications, reports, images, documents, submissions and other content submitted to, stored in, generated through, or processed by the Services on behalf of the Client.
“Order Form” means any signed quotation, proposal, statement of work, subscription schedule, implementation schedule or similar commercial document describing the Services, fees, term or usage limits.
“Subscription Term” means the period stated in the applicable Order Form, including any renewal term.
3. Licence Grant and Permitted Use
Subject to the Client’s payment of all applicable fees and ongoing compliance with this Agreement, WandaWazi grants the Client a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services for the Client’s internal business operations.
The Services may only be used by the number and type of Authorised Users permitted under the applicable Order Form. Access credentials are personal to each Authorised User and may not be shared.
The Client is responsible for all use of the Services under its tenant, domain, workspaces and user accounts, whether or not such use was specifically authorised by the Client.
4. Client Responsibilities
The Client must provide accurate account, billing, administrator and implementation information and must keep that information current.
The Client is responsible for configuring its internal permissions, user roles, policies and workflows in a manner appropriate to its operations and legal obligations.
The Client is responsible for obtaining all consents, notices and permissions required for the collection, use, storage and disclosure of Client Data through the Services.
The Client must ensure that all Authorised Users understand and comply with this Agreement and with any reasonable user instructions, security requirements or acceptable-use policies communicated by WandaWazi.
5. Acceptable Use Restrictions
The Client and its Authorised Users may not, and may not permit any third party to:
- use the Services in any unlawful, fraudulent, harmful, defamatory, discriminatory, abusive or misleading manner;
- upload or transmit malicious code, spyware, ransomware, viruses or any other harmful technology;
- attempt to gain unauthorised access to the Services, accounts, data, systems or networks;
- copy, modify, translate, decompile, disassemble, reverse engineer or otherwise attempt to derive source code, trade secrets or underlying ideas from the Services, except to the limited extent such restriction is prohibited by law;
- sell, resell, lease, licence, distribute, timeshare or commercially exploit the Services for the benefit of an unauthorised third party;
- interfere with or disrupt the integrity, performance or availability of the Services;
- remove, alter or obscure any proprietary notices, branding or intellectual property markings; or
- use the Services to build or benchmark a competing product or service without WandaWazi’s prior written consent.
6. Client Data and Intellectual Property
As between the parties, the Client retains all right, title and interest in and to Client Data.
The Client grants WandaWazi a non-exclusive right to host, copy, transmit, process, adapt, display and otherwise use Client Data only to the extent reasonably necessary to provide, secure, support, maintain and improve the Services, to fulfil our contractual obligations, and to comply with applicable law.
WandaWazi and its licensors retain all right, title and interest in and to the Services, including all software, designs, workflows, documentation, templates, analytics models, know-how, methodologies, trademarks and other intellectual property rights embodied in or related to the Services.
Nothing in this Agreement transfers ownership of the Services or WandaWazi intellectual property to the Client.
7. Feedback and Product Improvement
If the Client or any Authorised User provides ideas, suggestions, enhancement requests, recommendations or feedback regarding the Services (“Feedback”), WandaWazi may use that Feedback without restriction or obligation, provided that Feedback does not include Client confidential information.
8. Data Security and Support
WandaWazi will implement and maintain reasonable technical and organisational safeguards designed to protect Client Data against unauthorised access, destruction, loss, alteration or disclosure.
WandaWazi may use carefully selected third-party infrastructure, hosting, support, analytics, communication or other service providers in operating the Services, subject to appropriate confidentiality and security obligations.
Support services, service levels, onboarding and implementation deliverables will be provided as described in the applicable Order Form or support schedule, if any.
9. Privacy
The parties agree that privacy and data handling obligations relating to personal information processed through the Services will be governed by the WandaWazi Privacy Policy and, where applicable, any separate data processing or implementation schedule agreed between the parties.
The Client acknowledges that it is the responsible party or controller for the personal information it places on the Services, except to the extent applicable law or the parties’ written agreement provides otherwise.
10. Fees, Billing and Suspension
The Client must pay all fees, implementation charges, subscription fees and other amounts stated in the applicable Order Form in accordance with the stated payment terms.
Unless otherwise stated in the Order Form, fees are exclusive of taxes, duties and similar governmental charges.
WandaWazi may suspend access to the Services on written notice if fees remain overdue beyond the applicable cure period, or if the Client’s or an Authorised User’s use of the Services poses a security risk, may harm the Services or others, or may create legal liability.
11. Confidentiality
Each party may receive confidential or proprietary information from the other party (“Confidential Information”). The receiving party must protect the disclosing party’s Confidential Information using reasonable care and may use it only as necessary to perform or exercise its rights under this Agreement.
Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already lawfully known by the receiving party without restriction, is lawfully received from a third party without breach of confidence, or is independently developed without reference to the disclosing party’s Confidential Information.
A receiving party may disclose Confidential Information where required by law, regulation or court order, provided it gives prior notice where legally permitted and reasonably cooperates with efforts to limit the disclosure.
12. Warranties and Disclaimers
WandaWazi warrants that it will provide the Services with reasonable care and skill in a professional manner.
Except as expressly stated in this Agreement or an Order Form, the Services are provided on an “as available” basis. To the maximum extent permitted by law, WandaWazi disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement and uninterrupted availability.
The Client acknowledges that software services may be subject to downtime, delays, defects, maintenance windows, internet failures and third-party dependency issues, and that no platform can be guaranteed to be completely secure or error free.
13. Indemnities
The Client will indemnify and hold harmless WandaWazi, its directors, officers, employees and contractors against third-party claims, losses, damages, penalties, costs and reasonable legal fees arising from: (a) Client Data; (b) the Client’s unlawful or improper use of the Services; (c) the Client’s breach of this Agreement; or (d) the Client’s failure to obtain necessary notices, permissions or consents.
WandaWazi will indemnify the Client against a third-party claim that the Services, when used as authorised under this Agreement, directly infringe that third party’s intellectual property rights in South Africa, provided that the Client promptly notifies WandaWazi of the claim, gives WandaWazi control of the defence and settlement, and reasonably cooperates with WandaWazi.
WandaWazi will have no obligation under the preceding paragraph to the extent a claim arises from Client Data, third-party materials not supplied by WandaWazi, modifications not made by WandaWazi, or use of the Services contrary to this Agreement or documentation.
14. Limitation of Liability
Neither party will be liable to the other for any indirect, consequential, incidental, special, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, anticipated savings or data, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.
To the maximum extent permitted by law, each party’s aggregate liability arising out of or relating to this Agreement will not exceed the total fees paid or payable by the Client to WandaWazi under the applicable Order Form during the twelve (12) months preceding the event giving rise to the claim.
The exclusions and limits in this clause do not apply to liability that cannot lawfully be limited, or to a party’s obligations in respect of fraud, wilful misconduct, death or personal injury caused by negligence, confidentiality breaches, intellectual property infringement, or indemnity obligations, to the extent applicable law does not permit limitation.
15. Term, Renewal and Termination
This Agreement starts on the effective date set out in the applicable Order Form and continues for the Subscription Term unless terminated earlier in accordance with this Agreement.
Unless the Order Form states otherwise, subscriptions automatically renew for successive periods equal to the initial Subscription Term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current term.
Either party may terminate this Agreement or an affected Order Form on written notice if the other party materially breaches this Agreement and fails to remedy the breach within thirty (30) days after receiving written notice requiring it to do so.
WandaWazi may terminate or suspend the Services immediately if required by law or where continued provision would create material security, legal or regulatory risk.
On termination or expiry, the Client’s right to access the Services ends, subject to any agreed export or transition assistance period in the Order Form. The Client should request any export of Client Data before the end of such period.
16. Changes to the Services and Agreement
WandaWazi may enhance, update, replace or discontinue features from time to time, provided that it does not materially reduce the core subscribed functionality during a paid Subscription Term, except where necessary for security, legal or technical reasons.
WandaWazi may update this Agreement by written notice or by publication through the Services. Updated terms will apply from the stated effective date. If an update materially and adversely affects the Client’s rights during an active Subscription Term, the parties will discuss the change in good faith.
17. Dispute Resolution and Governing Law
This Agreement is governed by the laws of the Republic of South Africa.
The parties will first attempt in good faith to resolve any dispute through senior representatives within ten (10) business days after written notice of the dispute.
If the dispute is not resolved through good-faith discussions, either party may refer the matter to arbitration in Johannesburg before a single arbitrator appointed by agreement, or failing agreement, by the Arbitration Foundation of Southern Africa or its successor.
The arbitration will be conducted in English and the decision will be final and binding, provided that either party may seek urgent interim relief from a court of competent jurisdiction.
18. General
The Client may not assign this Agreement or any rights under it without WandaWazi’s prior written consent, except to a permitted successor in connection with a merger, sale of business or internal group restructuring.
If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect.
No failure or delay by either party in exercising a right under this Agreement constitutes a waiver.
This Agreement, together with the applicable Order Form and any schedules expressly incorporated by reference, constitutes the entire agreement between the parties in relation to the Services and replaces prior discussions and understandings on the same subject matter.
19. Contact Details
Questions regarding this Agreement should be directed to: WandaWazi (Pty) Ltd | Email: accounts@wandawazi.com | Address: Buzworx, Buzworx ave, Polokwane, 0699.