Terms and Conditions

1. PARTIES

1.1 This Agreement is entered into between:

1.1.1 Wamly (Pty) Ltd, registration number 2019/233155/07, a private company duly incorporated in accordance with the laws of the Republic of South Africa, with its registered address at 7 Impala Ave, Doringkloof, Centurion, 0157 (“Wamly”); and

1.1.2 The entity or individual subscribing to the Services as recorded in item 1 of the table above (“Subscriber”).

1.2 Where the Subscriber is a juristic person, the individual accepting these Terms on its behalf represents that they are duly authorised to bind the Subscriber to this Agreement.

1.3 The Parties agree that no other persons shall have any rights under this Agreement, whether under the Contracts (Rights of Third Parties) Act or otherwise, unless expressly agreed in writing by both Parties.

1.4 These Terms constitute a binding agreement solely between Wamly and the Subscriber.

2. DEFINITIONS

In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings:

2.1 “Account Manager” means the Wamly representative assigned to provide onboarding, implementation support, and periodic review meetings to the Subscriber as detailed in clause 13;

2.2 “Agreement” means this Terms and Conditions / Service Agreement together with all annexures, online‑hosted versions referenced in an acceptance record, addenda, amendments, and the Privacy Policy, as may be updated from time to time;

2.3 “Background Check” means the verification services including but not limited to ID verification, criminal checks, credit checks, and qualification validations, accessible through the Software Application as described in clause 14;

2.4 “Business Day” means any day other than a Saturday, Sunday or gazetted public holiday in the Republic of South Africa;

2.5 “Business Hours” means the hours between 09h00 and 17h00 (South African Standard Time, GMT+2) on a Business Day;

2.6 “Candidate” means an individual who participates in a video interview or assessment process through the Software Application at the request of a Subscriber;

2.7 “Commencement Date” means the date on which the Services commence, as specified in item 3 of the table above;

2.8 “Confidential Information” means all non-public information disclosed by either Party, including business processes, technical data, trade secrets, and Personal Information, excluding information that is or becomes publicly available without breach of this Agreement;

2.9 “Consulting Services” means professional services including psychometric consulting, additional training, custom development and process engineering provided by Wamly at Wamly’s standard rate as recorded on the Website;

2.10 “Credit Limit” means the maximum outstanding amount permitted for Background Checks and Psychometric Services, as determined by Wamly in accordance with clause 17;

2.11 “Disclosing Party” means the Party disclosing Confidential Information under this Agreement;

2.12 “Effective Date” means 19 July 2024, or if later, the date on which the Subscriber signs these Terms or indicates electronic consent via any approved online acceptance mechanism, including e‑signature, click‑accept, checkbox, or similar action;

2.13

2.14 “Electronic Acceptance” means execution of a Zoho Sign document (whether electronically signed or downloaded and physically signed and returned), or any equivalent secure electronic acceptance method approved and implemented by Wamly from time to time.

2.15 “Enterprise Package” means the premium subscription tier with customised functionality and user-based billing, as detailed in Annexure A;

2.16 “Fees” means all charges payable by the Subscriber, including subscription fees, Background Check costs, Psychometric credits, and consulting fees;

2.17 “Force Majeure Event” has the meaning given in clause 25;

2.18 “Intellectual Property” means all patents, copyrights, trademarks, trade secrets, and other proprietary rights in the Software Application, Website, and related materials;

2.19 “Interruption Event” means any event beyond a Party’s reasonable control as defined in clause 25.1;

2.20 “Login Details” means the unique username and password combination used to access the Software Application;

2.21 “Package” means the subscription tier package (Essential, Professional and Enterprise) selected by the Subscriber in item 5 of the table above read together with the Quotation, and as specified in Annexure A;

2.22 “Parties” means Wamly and the Subscriber, and “Party” means either one of them, as the context indicates;

2.23 “Payment Terms” means the billing frequency (monthly/annually), payment due dates, and methods specified in item 5 of the above table;

2.24 “Personal Information” has the meaning given in the Protection of Personal Information Act 4 of 2013;

2.25 “Psychometric Service” means the third-party integrated assessments measuring personality, cognitive ability and learning agility, as detailed in clause 15;

2.26 “Quotation” means the formal quotation provided by Wamly to the Subscriber in writing or via Zoho Sign (whether electronically signed or downloaded and physically signed and returned), or by any other secure electronic acceptance method approved and implemented by Wamly from time to time, setting out the Services, Fees, and Package selected.

2.27 “Receiving Party” means the Party receiving Confidential Information under this Agreement;

2.28 “Services” means collectively the Software Application, Background Checks, Psychometric Services, and any ancillary services provided by Wamly;

2.29 “Software Application” means Wamly’s proprietary video interview platform accessible via https://my.wamly.io;

2.30 “Subscriber” means the entity or individual subscribing to the Services under this Agreement;

2.31 “Subscription” means the right to access the core Wamly tech solution and included features based on the selected Package;

2.32 “Termination Date” means the date on which the Agreement expires or is terminated in accordance with clause 10;

2.33 “User” means any individual authorised by the Subscriber to use the Services;

2.34 “Version ID” means the unique identifier (including date/time stamp or version code) applied to a specific version of these Terms as hosted online, which is recorded in the acceptance record and archived for audit purposes.

2.35 “Wamly” means Wamly (Pty) Ltd, registration number 2019/233155/07, with registered address at 7 Impala Ave, Doringkloof, Centurion, 0157; and

2.36 “Website” means the website located at: https://wamly.io, and all associated subdomains.

3. INTERPRETATION

3.1 In this Agreement, unless the context indicates otherwise:

3.1.1 clause headings are for convenience only and shall not affect interpretation;

3.1.2 words importing any one gender include the other genders;

3.1.3 words importing the singular include the plural and vice versa;

3.1.4 references to natural persons include juristic persons and vice versa;

3.1.5 the words “include” and “including” mean “include without limitation” or “including without limitation”, and shall not be construed as limiting the general meaning of preceding words;

3.1.6 any reference to “days” or “Days” means calendar days unless specified as Business Days, calculated by excluding the first day and including the last day, unless the last day falls on a day that is not a Business Day, in which case the last day shall be the next Business Day;

3.1.7 any reference to time shall be based on South African Standard Time (GMT+2);

3.1.8 any reference to “writing” or “written” includes data messages (as defined in the Electronic Communications and Transactions Act 25 of 2002) such as email, in‑platform messages, and e‑signature/consent records, unless a clause expressly requires delivery by hand or registered post for legal process.;

3.1.9 any agreement or approval required from a Party shall only be valid if reduced to writing and signed by an authorised representative;

3.1.10 any obligation to “notify” or “give notice” shall be construed in accordance with clause 30;

3.1.11 references to legislation include all amendments and re-enactments thereof;

3.1.12 References to “signature” include electronic signatures and other forms of electronic acceptance to the extent permitted by law.

3.2 The contra proferentem rule shall not apply to the interpretation of this Agreement.

3.3 No provision of this Agreement shall be construed against or interpreted to the disadvantage of any Party by reason of such Party having or being deemed to have structured, drafted or introduced such provision.

3.4 All annexures, schedules and addenda form an integral part of this Agreement.

4. PREAMBLE

4.1 Wamly provides a proprietary Software Application and related Services as defined in this Agreement, designed to facilitate video interviews, candidate assessments, consulting services, Background Checks and Psychometric Services for recruitment purposes.

4.2 The Subscriber wishes to access and use the Services in accordance with the selected Package and subject to the terms set forth in this Agreement.

4.3 This Agreement shall govern the commercial relationship between Wamly and the Subscriber with effect from the Effective Date.

4.4 By accessing or using the Services, or by indicating consent through any electronic acceptance mechanism (including clicking “I accept”, ticking a checkbox, e‑signature, or similar action in the Software Application or via a hosted link), the Subscriber confirms having read, understood, and agrees to be bound by all terms contained herein, including any applicable annexures and policies referenced in this Agreement. Acceptance via any such electronic mechanism will constitute valid execution of this Agreement with the same force and effect as a handwritten signature, subject to applicable law.

5. SCOPE OF AGREEMENT

5.1 This Agreement governs the provision of the Services by Wamly to the Subscriber, including access to the Software Application and any subscribed ancillary services.

5.2 The specific Services to be provided under this Agreement shall be limited to those:

5.2.1 expressly selected by the Subscriber in the above Table read together with the Quotation;

5.2.2 detailed in the applicable Package description in Annexure A; and

5.2.3 any additional services agreed to in writing by the Parties.

5.3 Background Checks, Psychometric Services and Consulting Services shall only form part of the Services where:

5.3.1 the Subscriber has an active Subscription;

5.3.2 such services have been specifically selected; and

5.3.3 in the case of Background Checks and Psychometric Services, the terms in clauses 14 and 15 respectively are complied with.

5.4 Consulting Services are provided on an ad-hoc basis at Wamly’s standard rates as recorded on the Website, unless otherwise agreed in writing.

5.5 Nothing in this Agreement shall be construed as granting the Subscriber any rights to Wamly’s Intellectual Property beyond the limited license expressly set forth in clause 19.

5.6 Wamly shall have no obligation to provide any services beyond those expressly specified in the above table, Annexure A, or subsequent written agreements between the Parties.

6. SUBSCRIPTION PACKAGES

6.1 Wamly offers the following subscription Packages, each with distinct features and service levels as detailed in Annexure A:

6.1.1 Essential Package: Provides limited access to basic Software Application functionality without support services or access to Background Checks and Psychometric Services;

6.1.2 Professional Package: Includes full access to standard Software Application features with limited support services and optional add-ons for Background Checks and Psychometric Services; and

6.1.3 Enterprise Package: Provides customised functionality, priority support, and integrated access to Background Checks and Psychometric Services, with user-based billing.

6.2 The Subscriber’s selected Package shall be specified in item 5 and may be upgraded or downgraded in accordance with clause 11.

6.3 Subscribers, upon renewal of their Essential, Professional or Enterprise Package prior to the Effective Date shall be migrated to the corresponding new Package structure as specified in Annexure A.

6.4 Enterprise Package subscriptions require written agreement between the Parties and include dedicated account management services as described in clause 13.

6.5 Access to Background Checks and Psychometric Services requires an active paid Subscription and is subject to additional terms in clauses 14 and 15 respectively.

6.6 Wamly reserves the right to modify Package features or introduce new Packages upon 30 (thirty) days’ written notice, provided that such changes shall not materially reduce the functionality of the Subscriber’s current Package during the active subscription term.

6.7 All Packages are subject to the general terms of this Agreement, including but not limited to payment obligations, confidentiality provisions and intellectual property rights.

7. TERM AND COMMENCEMENT

7.1 This Agreement shall commence on the Commencement Date and shall continue until terminated in accordance with clause 10.

7.2 Where no Commencement Date is specified in the table, the Agreement shall commence on the date recorded on the first invoice rendered to the Subscriber.

7.3 The Subscriber may cancel their Subscription at any time by providing written notice to Wamly, subject to clause 10 below.

7.4 The Services shall become available to the Subscriber from the Commencement Date, subject to:

7.4.1 completion of all required onboarding processes; and

7.4.2 payment of any applicable initial Fees.

7.5 The Subscriber acknowledges that certain Services (including Background Checks and Psychometric Services) may require additional activation steps and shall only commence once such requirements are fulfilled.

7.6 The Termination Date shall be determined in accordance with clause 10.

8. FEES AND PAYMENT TERMS

8.1 The Subscriber shall pay all Fees specified in item 5 of the above table read together with the Quotation, and any subsequent invoices in accordance with the Payment Terms for agreed Service.

8.2 Subscription Fees shall be invoiced:

8.2.1 monthly in advance for monthly Payment Terms; or

8.2.2 annual packages paid monthly, with a 5% discount applied to the total annual amount shall be invoiced at the commencement of the respective term and which may be settlement within 30 (thirty) days of the invoice being paid; or

8.2.3 annual packages paid annually, with a 10% discount applied to the total annual amount shall be invoiced at the commencement of the respective term and which may be settlement within 60 (sixty) days of the invoice being paid..

8.3 Background Check and Psychometric Service usage shall be invoiced either:

8.3.1 monthly in arrears based on actual usage; or

8.3.2 in advance for prepaid credits, with unused credits expiring 12 (twelve) months from purchase, subject to the Credit Limit policy in clause 17.

8.4 Consulting Services shall be invoiced monthly in arrears based on time recorded at the rate as agreed between the Parties, or at Wamly’s standard rates as recorded on the Website or as otherwise quoted in writing.

8.5 All invoices are payable in terms of the Table above.

8.6 Payment shall be made by electronic funds transfer, alternatively by credit card to Wamly’s nominated bank account, with all bank charges for the Subscriber’s account.

8.7 All amounts are exclusive of VAT, which shall be added at the applicable rate.

8.8 If any amount is not paid when due, Wamly may:

8.8.1 charge interest at 2% (two percent) above the prime lending rate of Wamly’s principal bankers, calculated daily from the due date until payment;

8.8.2 suspend Services immediately without notice until all outstanding amounts are paid in full; and/or

8.8.3 require payment of the full annual commitment where the Subscriber is on annual Payment Terms, as set out more fully in clause 10.1.2 below.

8.9 The Subscriber shall notify Wamly in writing of any disputed invoice within 5 (five) Business Days of receipt, failing which the invoice shall be deemed correct.

8.10 The Subscriber may not withhold or set off any amounts due under this Agreement against any claims it may allege against Wamly without Wamly’s prior written consent.

8.11 Wamly reserves the right to adjust Fees upon (thirty) 30 days’ written notice, provided that such adjustments shall not exceed 10% (ten percent) annually for existing subscriptions.

9. BILLING CYCLES AND DISCOUNTS

9.1 The Subscriber may elect either monthly or annual billing cycles for Subscription Fees as specified in item 5 of the table above, and in accordance with the Payment Terms in clause 8.

9.2 Subscribers selecting annual billing shall receive a 5% (five percent) discount on the total annual Subscription Fees, provided that:

9.2.1 the full annual amount is paid in accordance with the Payment Terms; and

9.2.2 the subscription is maintained for the full annual term.

9.3 An additional 5% (five percent) discount shall apply to annual Subscription Fees paid in full upfront prior to the Commencement Date.

9.4 All discounts are conditional upon timely payment and shall be adjusted as follows if the Agreement is terminated early:

9.4.1 the full value of all discounts applied shall become immediately payable; and

9.4.2 any prepaid amounts for the remaining term shall be refunded, less the recalculated Fees at the undiscounted monthly rate for the period of actual usage.

9.5 Package upgrades or downgrades during an annual billing cycle shall be billed on a pro rata basis, with adjustments made to reflect the new Package pricing for the remainder of the term.

9.6 Background Check and Psychometric Service credits purchased in bulk shall receive volume discounts as published on the Website or agreed in writing.

9.7 No discounts shall apply to Consulting Services, which shall be billed at the standard hourly rate specified in clause 16.

9.8 Discounts cannot be combined unless expressly agreed in writing by Wamly.

9.9 All discounts are calculated before VAT and other applicable taxes.

9.10 Wamly reserves the right to modify discount structures upon 30 days’ written notice, provided such changes shall not affect discounts already applied to active subscriptions.

10. CANCELLATION AND TERMINATION

10.1 The Subscriber may cancel their Subscription at any time by providing written notice to Wamly, subject to the following conditions:

10.1.1 For monthly Subscriptions, cancellation will take effect at the end of the current billing month;

10.1.2 For annual Subscriptions, the full Fee shall apply, subject to the following:

10.1.2.1 Should the Subscriber cancel within the first 3 (three) months of the commencement of the annual Subscription, the Subscription will continue until the end of the 3 (three) month period, and the Subscriber shall be liable for the Fees for this period. The balance of any advance payment made by the Subscriber shall be refunded to the Subscriber;

10.1.2.2 Should the Subscriber cancel after the first 3 (three) months of the annual Subscription, then the Subscriber will be liable for payment of 50% (fifty percent) of the remaining annual Fees for the remainder of the annual term.

10.2 Wamly may terminate this Agreement immediately by written notice if:

10.2.1 the Subscriber breaches any term of this Agreement and fails to remedy such breach within 14 (fourteen) days of receiving written notice;

10.2.2 the Subscriber becomes insolvent, enters business rescue or is placed in liquidation; or

10.2.3 the Subscriber fails to make any payment when due and fails to remedy such default within 7 (seven) days of notice.

10.3 Upon termination for any reason:

10.3.1 all outstanding Fees shall become immediately due and payable;

10.3.2 all discounts applied shall be recalculated and any difference between the discounted and undiscounted Fees for the period of usage shall become immediately payable in accordance with clause 9.4;

10.3.3 any prepaid amounts for the unexpired term shall be refunded, less any amounts owing in terms of clause 10.1.2;

10.3.4 access to the Services shall be suspended immediately;

10.3.5 the Subscriber may request export of their data within 30 days of termination, which Wamly will attend to on the proviso that all payments are up to date, and at a cost of one month’s Fee after which Wamly may delete all Subscriber data.

10.4 The Subscriber shall upon termination:

10.4.1 immediately cease all use of the Services;

10.4.2 return or destroy all Confidential Information in its possession.

10.5 Termination of this Agreement shall not affect any rights or obligations that have accrued prior to the Termination Date, including payment obligations and clauses intended to survive termination.

11. SERVICE VARIATION

11.1 The Subscriber may upgrade or downgrade their Package at any time through the online portal, alternatively via email or telephone, in which case the variation may be effected by signature or by Electronic Acceptance (e.g., click‑accept/e‑signature) as notified to the Subscriber, with such changes taking immediate effect in respect of the online portal, or upon completion of Electronic Acceptance if effected outside the portal, alternatively upon receipt of the signed documents if executed offline.

11.1.1 For monthly Subscriptions, the new Package Fees shall, if commencing after the start of a billing cycle apply pro rata for that month, alternatively if commencing at the start of a billing cycle, apply in full from such billing cycle;

11.1.2 For annual Subscriptions, if commencing after the start of a billing cycle apply pro rata for that month, taking into account any applicable discounts, alternatively at the end of the billing cycle.

11.2 Enterprise Package variations require written notice to the Account Manager and shall only take effect upon written confirmation from Wamly, which may include revised commercial terms.

11.3 Wamly reserves the right to adjust the Fees or Payment Schedule where a Service variation requested by the Subscriber results in increased costs or resource requirements for Wamly, provided that such adjustments are communicated to the Subscriber prior to implementation.

11.4 Any variation to Background Check or Psychometric Service usage limits shall be subject to Wamly’s Credit Limit policy as set out in clause 17.

11.5 Operational requests for support, training or service adjustments may be made through the online portal or via email to the Account Manager and shall not constitute a formal variation of this Agreement.

11.6 Any variation that constitutes a material change to the Agreement terms shall be treated as an amendment in accordance with clause 26.

12. SUPPORT SERVICES

12.1 Wamly shall provide technical support for the Software Application during Business Hours through the following channels:

12.1.1 email support via support@wamly.io; telephonic support and support via livechat during Business Hours, and Wamly’s Online Knowledge Base which can be found at support.wamly.io and chat bot, which chat bot can be found at wamly.io, my.wamly.io, and support@wamly.io at any other time. In app videos are also made available at my.wamly.io. A Subscriber may also reach out to Wamly telephonically on 010 447 8860; and

12.1.2 online support requests submitted through the designated support portal in the Software Application.

12.2 Support services cover:

12.2.1 resolution of technical issues preventing access to or use of core Software Application functionality;

12.2.2 assistance with system errors and bugs; and

12.2.3 guidance on standard features as documented in the online help resources.

12.3 Support services excludes, amongst other things:

12.3.1 training on Software Application usage (addressed in clause 13);

12.3.2 custom development or configuration services (available as Consulting Services under clause 16);

12.3.3 issues arising from Subscriber’s hardware, network or third-party systems; and

12.3.4 support for underlying processes of Background Checks and Psychometric Services, except in circumstances where a Subscriber is making use of their own API keys, in which event support from such Subscriber’s provider shall be required.

12.4 Response times for support requests vary by Package as specified in Annexure B.

12.5 Enterprise Package subscribers receive priority support and dedicated account management as detailed in clause 13.

12.6 The Subscriber shall provide Wamly with all necessary information and cooperation required to resolve support requests.

12.7 Wamly may temporarily suspend support services during scheduled maintenance periods, of which reasonable notice will be provided to Subscribers.

12.8 Wamly shall use reasonable commercial efforts to resolve reported issues but does not guarantee all issues will be resolved or that resolutions will be implemented within any specific timeframe.

13. TRAINING AND ACCOUNT MANAGEMENT

13.1 Wamly shall provide the Subscriber with access to online training materials and documentation for self-service learning at all times during the Subscription term.

13.2 Essential, Professional and Enterprise Package subscribers shall be assigned a dedicated Account Manager who will:

13.2.1 conduct initial onboarding sessions to facilitate implementation of the Software Application;

13.2.2 schedule quarterly review meetings to assess usage and identify optimisation opportunities;

13.2.3 serve as the primary point of contact for service-related matters; and

13.2.4 provide recommendations for improving the Subscriber’s recruitment processes through use of the Services.

13.3 The number of included training hours varies by Package as specified in Annexure A, with additional training available as Consulting Services at the standard hourly rate specified in clause 16.

13.4 All training sessions shall be scheduled during Business Hours unless otherwise agreed in writing, with any after-hours training subject to additional charges.

13.5 The Subscriber shall provide appropriate facilities and equipment for any in-person training sessions, with travel and accommodation costs for Wamly personnel to be borne by the Subscriber where required.

13.6 The Subscriber shall designate at least one primary contact person to coordinate with the Account Manager and facilitate knowledge transfer within the Subscriber’s organisation.

13.7 Wamly reserves the right to reassign Account Managers with prior notice to the Subscriber, provided that service levels are maintained.

14. BACKGROUND CHECK SERVICES

14.1 Background Check services are only available to Subscribers with an active paid Subscription, excluding Standard Package subscribers, and are subject to the terms of this clause.

14.2 The Subscriber may request the following types of Background Checks through the Software Application:

14.2.1 identity verification;

14.2.2 criminal record checks;

14.2.3 credit history checks;

14.2.4 qualification validations;

14.2.5 employment history verifications; and /or

14.2.6 other checks when and if required.

14.3 Prior to initiating any Background Check, the Subscriber must:

14.3.1 obtain the Candidate’s written consent in a form compliant with applicable data protection laws, including the Protection of Personal Information Act 4 of 2013, which Wamly shall obtain on the Subscriber’s behalf online and during the interview process;

14.3.2 provide the Candidate with all required disclosures regarding the nature and purpose of the check; and

14.3.3 ensure all submitted information is accurate and complete.

14.4 Background Checks may be conducted under either of the following models:

14.4.1 Wamly Managed: Wamly coordinates with third-party verification providers and invoices the Subscriber directly for services rendered; or

14.4.2 Self-Managed: The Subscriber uses their own accredited verification provider, with results integrated into the Software Application.

14.5 For Wamly Managed Background Checks:

14.5.1 Fees shall be charged either as prepaid credits or on a postpaid basis in accordance with clause 8;

14.5.2 current pricing shall be visible in the Software Application and may be updated by Wamly upon 30 (thirty) days’ notice;

14.5.3 unused prepaid credits shall not expire, but will automatically fall away once the Subscriber’s Package terminates;

14.5.4 no refunds shall be given for completed checks or checks that cannot be completed due to inaccurate information;

14.5.5 qualification checks can sometimes incur additional costs. In this case the Subscriber will receive an alert. The Subscriber will then be required to log on to their dashboard at which point they will have the opportunity to accept or decline such additional cost. .

14.5.6 disputed (in good faith) results may be resubmitted for verification within 60 (sixty) days at no additional charge; and

14.5.7 unused prepaid credits may be restored if the Subscription is reactivated within 60 (sixty) days of the expiry of the previous Subscription. Unused prepaid credits will be forfeited after this 60 (sixty) day period.

14.6 Background Check services shall be automatically suspended if:

14.6.1 the Subscriber’s prepaid credit balance is depleted; or

14.6.2 the Subscriber exceeds their Credit Limit as determined under clause 17.

14.7 The Subscriber acknowledges that:

14.7.1 Wamly acts as an intermediary and does not guarantee the accuracy or completeness of Background Check results;

14.7.2 turnaround times may vary depending on third-party providers and verification complexity; and

14.7.3 they are solely responsible for compliance with all applicable laws relating to Background Checks.

15. PSYCHOMETRIC SERVICES

15.1 Psychometric Services are only available to Subscribers with an active paid Subscription, excluding Standard Package subscribers, and are subject to the terms of this clause.

15.2 The Psychometric Services consist of integrated third-party assessments measuring personality traits, cognitive ability and learning agility, accessible through the Software Application.

15.3 Prior to administering any Psychometric Service, the Subscriber must:

15.3.1 obtain the Candidate’s written consent in a form compliant with applicable data protection laws, including the Protection of Personal Information Act 4 of 2013, which shall be managed through the Software Application;

15.3.2 provide the Candidate with all required disclosures regarding the nature, purpose and use of assessments; and

15.3.3 ensure the assessment is appropriate for the intended use and administered in accordance with professional testing standards.

15.4 Psychometric Services may be conducted under either of the following models:

15.4.1 Wamly Managed: Wamly coordinates with third-party assessment platforms and invoices the Subscriber directly for assessment credits used; or

15.4.2 Self-Managed: The Subscriber uses their own accredited psychometric service provider, with results integrated into the Software Application.

15.5 For Wamly Managed Psychometric Services:

15.5.1 Fees shall be charged per assessment credit, either as prepaid credits or on a postpaid basis in accordance with clause 8;

15.5.2 current pricing shall be visible in the Software Application and may be updated by Wamly upon 30 (thirty) days’ notice;

15.5.3 unused prepaid credits expire 12 (twelve) months from purchase; unused prepaid credits shall not expire, but will automatically fall away once the Subscriber’s Package terminates;

15.5.4

15.5.5 no charges apply for incomplete assessments or internal benchmark comparisons;

15.5.6 disputed results may be reassessed within 60 (sixty) days at no additional charge; and

15.5.7 unused prepaid credits may be restored if the Subscription is reactivated within 60 (sixty) days of the expiry of the previous Subscription. Unused prepaid credits will be forfeited after this 60 (sixty) day period.

15.6 Psychometric Services shall be automatically suspended if:

15.6.1 the Subscriber’s prepaid credit balance is depleted; or

15.6.2 the Subscriber exceeds their Credit Limit as determined under clause 17.

15.7 The Subscriber acknowledges that:

15.7.1 Wamly acts as an intermediary and does not provide psychological interpretation services unless separately engaged as Consulting Services under clause 16;

15.7.2 assessment results are indicative only and should not be used as the sole basis for employment decisions;

15.7.3 they are solely responsible for compliance with all applicable laws and professional standards relating to psychometric testing; and

15.7.4 certain assessments may require accredited practitioners for administration and interpretation.

16. CONSULTING SERVICES

16.1 Wamly may provide Consulting Services to the Subscriber upon written request and acceptance of a formal quotation or electronic work order/online acceptance, as notified by Wamly, which shall specify the scope, deliverables, timelines and Fees for the requested services.

16.2 Consulting Services may include but are not limited to:

16.2.1 psychometric consulting and interpretation services;

16.2.2 additional training beyond that included in the selected Package;

16.2.3 custom development or configuration of the Software Application;

16.2.4 recruitment process engineering and optimisation; and

16.2.5 other professional services as may be agreed between the Parties.

16.3 Unless otherwise agreed in writing, Consulting Services shall be billed at Wamly’s standard rate as recorded on the Website, with time recorded in minimum increments of 15 (fifteen) minutes.

16.4 The Subscriber shall reimburse Wamly for all reasonable travel and accommodation expenses (“the travel expenses”) incurred in providing Consulting Services, with Wamly first providing a quotation in respect of the travel expenses together with the payment terms,, which is to be accepted by the Subscriber prior to such travel expenses being incurred.

16.5 All Consulting Services shall be performed during Business Hours unless otherwise agreed in writing, with after-hours services subject to a 50% (fifty percent) surcharge.

16.6 The Subscriber shall provide Wamly with all necessary information, access and cooperation required to perform the Consulting Services.

16.7 Wamly shall retain all Intellectual Property rights in any materials created during the provision of Consulting Services, with the Subscriber receiving a limited license to use such materials for internal purposes only.

16.8 Once accepted, requests for Consulting Services may not be cancelled by the Subscriber without payment of all Fees for work performed or committed up to the cancellation date.

16.9 Consulting Services are provided on an “as is” basis and Wamly makes no warranties regarding specific outcomes or results from such services.

16.10 Wamly shall use reasonable commercial efforts to complete Consulting Services within estimated timeframes but does not guarantee specific outcomes.

17. CREDIT LIMITS

17.1 Wamly may, at its sole discretion, establish and adjust Credit Limits applicable to the Subscriber’s usage of Background Checks and Psychometric Services, based on factors including but not limited to the Subscriber’s payment history, creditworthiness and usage patterns.

17.2 The Subscriber will be notified of any Credit Limit imposed or modified through the Software Application or via email to the designated account contact.

17.3 If the Subscriber reaches the established Credit Limit, Wamly may immediately suspend further usage of Background Checks and Psychometric Services until:

17.3.1 all outstanding invoices are settled in full; or

17.3.2 the Subscriber makes a top-up payment to reduce the outstanding balance below the Credit Limit.

17.4 Wamly may review and adjust Credit Limits periodically and reserves the right to reduce or withdraw Credit Limits at any time without prior notice if the Subscriber’s account becomes delinquent or exhibits high-risk behavior.

17.5 The Subscriber may request a Credit Limit increase by submitting a written application to their Account Manager, which Wamly may approve or decline at its discretion subject to additional conditions.

17.6 Nothing in this clause shall limit Wamly’s right to suspend Services under clause 8.8 or terminate the Agreement under clause 10.

18. INTELLECTUAL PROPERTY RIGHTS

18.1 All Intellectual Property in and to the Software Application, Website, and any related materials provided by Wamly under this Agreement, including but not limited to source code, designs, trademarks, documentation, modifications, enhancements and derivative works, shall remain the exclusive property of Wamly or its licensors.

18.2 The Subscriber acknowledges that no title to or ownership of any Intellectual Property is transferred under this Agreement, and the Subscriber acquires only the limited usage rights expressly granted in clause 19.

18.3 The Subscriber shall not, and shall ensure its Users do not:

18.3.1 modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software Application;

18.3.2 remove any proprietary notices or labels from the Software Application or related materials;

18.3.3 use any Wamly trademarks, service marks or logos without prior written consent; or

18.3.4 reproduce, copy, or distribute any part of the Software Application or related materials except as expressly permitted in this Agreement.

18.4 All Subscriber data and content uploaded to or generated through the Software Application shall remain the property of the Subscriber, subject to Wamly’s right to use such data for service delivery and improvement purposes as set out in the Privacy Policy.

18.5 The Subscriber grants Wamly a non-exclusive, royalty-free license to use its trademarks, logos and name for the limited purpose of identifying the Subscriber as a customer in marketing materials, unless otherwise agreed in writing.

18.6 Any feedback, suggestions or improvements provided by the Subscriber regarding the Services may be freely used by Wamly without obligation or compensation.

18.7 Wamly reserves the right to take legal action to protect its Intellectual Property rights against any unauthorised use or infringement.

19. LICENSE GRANT

19.1 Subject to the terms of this Agreement and payment of all applicable Fees, Wamly grants the Subscriber a limited, non-exclusive, non-transferable, revocable license to:

19.1.1 access and use the Software Application during the Subscription term; and

19.1.2 use any accompanying documentation, solely for the Subscriber’s internal recruitment purposes in accordance with the selected Package.

19.2 The license granted in clause 19.1 is subject to the following restrictions:

19.2.1 use is limited to the number of Users specified in item 5 of the above Table or as recorded in the Package details;

19.2.2 the Software Application may not be used to provide services to third parties or for any commercial time-sharing, rental or service bureau purposes;

19.2.3 the Subscriber shall not attempt to circumvent any technical limitations or access any parts of the Software Application not expressly made available under the selected Package;

19.2.4 all use must comply with all applicable laws and the Acceptable Use Policy published on the Website; and

19.2.5 the license may not be sublicensed, assigned or otherwise made available to any third party without Wamly’s prior written consent.

19.3 This license does not include any right to receive any copies of the Software Application, access to source code, or any updates, enhancements or new versions unless expressly agreed in writing.

19.4 This license shall automatically terminate upon termination or expiration of this Agreement, after which the Subscriber shall immediately cease all use of the Software Application and documentation.

19.5 Wamly reserves all rights not expressly granted in this Agreement. No implied licenses are granted hereunder.

19.6 The license is conditional upon the Subscriber’s continued compliance with all terms of this Agreement, and Wamly may suspend or terminate it immediately upon any breach.

20. WARRANTIES BY SUBSCRIBER

20.1 The Subscriber represents and warrants that:

20.1.1 all information provided to Wamly, including but not limited to any Personal Information submitted for Background Checks or Psychometric Services, is true, accurate and complete;

20.1.2 it has obtained all necessary consents and authorisations from Candidates and Users for the processing of their Personal Information in accordance with applicable data protection laws, including the Protection of Personal Information Act 4 of 2013;

20.1.3 it will maintain the confidentiality and security of all Login Details and shall be solely responsible for any activities conducted under its account; and acknowledges that actions taken via its account (including Electronic Acceptance) will be attributed to it unless it has notified Wamly of suspected unauthorised access in accordance with this Agreement;

20.1.4 it will immediately notify Wamly of any unauthorised access to or use of the Services;

20.1.5 its use of the Services will comply with all applicable laws, regulations and professional standards;

20.1.6 it will not use the Services for any unlawful purpose or in any manner that infringes the rights of any third party; and

20.1.7 it has the legal capacity and authority to enter into and be bound by this Agreement.

20.2 The Subscriber acknowledges that Wamly relies on these warranties in providing the Services and that any breach may result in immediate suspension or termination of access in accordance with clause 10.

21. WARRANTIES BY WAMLY

21.1 Wamly warrants that:

21.1.1 it has the legal right and authority to enter into this Agreement and provide the Services;

21.1.2 the Software Application will substantially conform to the functionality described in the documentation provided under the selected Package; and

21.1.3 it will provide the Services with reasonable care and skill in accordance with generally accepted industry standards.

21.2 Except as expressly set forth in this Agreement, Wamly makes no warranties of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or non-infringement.

21.3 Wamly does not warrant that:

21.3.1 the Services will be uninterrupted, error-free, or completely secure;

21.3.2 all defects will be corrected; or

21.3.3 the Services will meet all of the Subscriber’s requirements.

21.4 Wamly shall use commercially reasonable efforts to maintain the Software Application free from viruses and malicious code, but does not guarantee the Services will be entirely free from such threats.

21.5 The Subscriber acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of internet and electronic communications, for which Wamly shall not be liable.

21.6 No oral or written information or advice given by Wamly or its representatives shall create a warranty or in any way increase the scope of Wamly’s obligations under this Agreement.

21.7 The Subscriber acknowledges that the Services are provided on an “as is” basis and that Wamly’s sole obligation, and the Subscriber’s exclusive remedy, for breach of any warranty shall be the correction or re-performance of the non-conforming Services.

22. PROTECTION OF PERSONAL INFORMATION

22.1 Both Parties undertake to comply with all applicable data protection laws, including the Protection of Personal Information Act 4 of 2013 (POPIA), in relation to any Personal Information processed under this Agreement.

22.2 Wamly shall process Personal Information only:

22.2.1 for the purposes of providing the Services in accordance with this Agreement;

22.2.2 in compliance with its Privacy Policy, which forms part of this Agreement; and

22.2.3 as otherwise instructed by the Subscriber in writing which includes instructions provided via Electronic Acceptance and in‑platform settings or workflows, where applicable, provided such instructions are lawful.

22.3 The Subscriber warrants that it has obtained all necessary consents and provided all required notifications to Candidates and Users for the lawful processing of their Personal Information through the Services, and shall indemnify Wamly against any claims arising from non-compliance.

22.4 Each Party shall implement appropriate technical and organisational measures to protect Personal Information against unauthorised or unlawful processing and against accidental loss, destruction or damage.

22.5 The Subscriber shall only use Personal Information received through the Services for legitimate recruitment purposes and in compliance with all applicable laws.

22.6 In the event of a data breach involving Personal Information processed under this Agreement, the affected Party shall notify the other Party without undue delay and provide all reasonable assistance to mitigate potential harm.

22.7 Upon termination of this Agreement, each Party shall, at the other Party’s election, either return or securely destroy all Personal Information in its possession, except where retention is required by law.

22.8 The Parties agree to cooperate in good faith to resolve any data protection issues and comply with any reasonable requests from data subjects exercising their rights under applicable law.

22.9 The Subscriber acknowledges that Wamly may use aggregated and anonymised data derived from Personal Information for statistical, analytical and product improvement purposes.

23. CONFIDENTIALITY

23.1 Each Party (“Receiving Party”) shall:

23.1.1 maintain all Confidential Information of the other Party (“Disclosing Party”) in strict confidence;

23.1.2 not disclose such Confidential Information to any third party without the Disclosing Party’s prior written consent, except to its employees, agents or professional advisors who need to know such information and are bound by confidentiality obligations at least as restrictive as those herein;

23.1.3 use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; and

23.1.4 implement and maintain reasonable security measures to protect the Confidential Information from unauthorised access or disclosure.

23.2 The obligations in clause 23.1 shall not apply to information that:

23.2.1 is or becomes publicly available through no breach of this Agreement by the Receiving Party;

23.2.2 was lawfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party;

23.2.3 is lawfully obtained by the Receiving Party from a third party without restriction on disclosure; or

23.2.4 is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

23.3 If the Receiving Party is required by law, regulation or court order to disclose Confidential Information, it shall provide the Disclosing Party with prompt written notice (where legally permitted) and cooperate in any effort to obtain confidential treatment of such information.

23.4 Upon termination of this Agreement or at the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, except for one archival copy retained solely for compliance purposes or where retention is required by law.

23.5 The Parties acknowledge that breach of this clause may cause irreparable harm for which monetary damages would be inadequate, and the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law.

23.6 The confidentiality obligations under this clause shall survive termination of this Agreement for an indefinite period, except for trade secrets which shall remain protected for as long as they retain their trade secret status under applicable law.

24. LIMITATION OF LIABILITY AND INDEMNITY

24.1 To the fullest extent permitted by law, Wamly’s total aggregate liability to the Subscriber under or in connection with this Agreement, whether in contract, delict (including negligence) or otherwise, shall not exceed the total Fees paid by the Subscriber to Wamly in the 12 (twelve) months preceding the event giving rise to the claim.

24.2 In no event shall Wamly be liable for any indirect, consequential, incidental, special, punitive or exemplary damages, including but not limited to loss of profits, loss of business, loss of data or loss of goodwill, arising out of or relating to this Agreement, regardless of the cause of action and even if advised of the possibility of such damages.

24.3 The Subscriber shall indemnify, defend and hold harmless Wamly and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, liabilities, costs and expenses (including legal fees) arising from:

24.3.1 the Subscriber’s breach of this Agreement;

24.3.2 any unauthorised use of the Services by the Subscriber or its Users;

24.3.3 any negligent or unlawful acts or omissions by the Subscriber or its Users in connection with the Services;

24.3.4 any unauthorised access to or use of the Services resulting from the Subscriber’s failure to safeguard Login Details; and

24.3.5 any claims by Candidates or third parties relating to the Subscriber’s use of Background Checks or Psychometric Services.

24.4 The limitations and exclusions in this clause shall apply whether or not Wamly has been advised of or should have been aware of the possibility of any such claims or damages, and whether any remedy fails of its essential purpose. These limitations shall survive termination of this Agreement.

24.5 Nothing in this Agreement shall limit or exclude liability for:

24.5.1 death or personal injury resulting from negligence;

24.5.2 fraud or fraudulent misrepresentation; or

24.5.3 any other liability that cannot be limited or excluded by applicable law.

25. FORCE MAJEURE

25.1 Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by an Interruption Event, including but not limited to:

25.1.1 acts of God, natural disasters or extreme weather conditions;

25.1.2 war, terrorism, civil unrest or riots;

25.1.3 government actions, sanctions or changes in law;

25.1.4 epidemics, pandemics or public health emergencies;

25.1.5 strikes, lockouts or labor disputes;

25.1.6 utility or telecommunications failures; or

25.1.7 any other circumstances beyond the reasonable control of the affected Party.

25.2 The Party affected by an Interruption Event shall:

25.2.1 notify the other Party in writing within 5 (five) Business Days of becoming aware of the Interruption Event, describing its nature and anticipated impact;

25.2.2 use reasonable commercial efforts to mitigate the effects of the Interruption Event; and

25.2.3 resume performance of its obligations as soon as reasonably possible after the Interruption Event ceases.

25.3 If an Interruption Event continues for more than 30 (thirty) consecutive days, either Party may terminate this Agreement by giving written notice to the other Party, in which case:

25.3.1 the Subscriber shall pay for Services actually received up to the termination date; and

25.3.2 any outstanding Fees shall become immediately due and payable.

25.4 During the period of the Interruption Event, the Subscriber’s payment obligations shall continue unless the Services are entirely unavailable due to the Interruption Event.

25.5 Wamly may suspend Services without liability during the Interruption Event until such time as it can reasonably resume performance.

26. AMENDMENTS AND VARIATIONS

26.1 No amendment or variation of this Agreement shall be valid or binding unless:

26.1.1 it is in writing which includes data messages as defined in the Electronic Communications and Transactions Act 25 of 2002;

26.1.2 it expressly states that it amends this Agreement; and

26.1.3 it is signed or validly accepted electronically (including e‑signature, click‑accept, checkbox, or similar electronic action) by duly authorised representatives of both Parties.

26.2 Routine operational requests, service variations and Package adjustments made through the Software Application or via email in accordance with clauses 11, 14 and 15 shall not constitute amendments to this Agreement.

26.3 Wamly may modify its policies, including the Privacy Policy and Acceptable Use Policy, upon 30 (thirty) days’ written notice to Subscribers, provided such modifications do not materially reduce the Subscriber’s rights or increase its obligations under this Agreement.

26.4 Wamly may modify the terms of this Agreement upon 30 (thirty) days’ written notice to the Subscriber, provided that such modifications shall not materially reduce the scope or functionality of the Services during an active subscription term. Continued use of the Services following such notice shall constitute acceptance of the modified terms.

26.5 No conduct, course of dealing or failure by either Party to enforce any provision of this Agreement shall be construed as a waiver or variation of such provision.

26. A HOSTED TERMS AND VERSION CONTROL

26A.1 Where these Terms are hosted online, Wamly shall assign a Version ID to the current version. The Version ID and a timestamp shall be recorded in the Subscriber’s acceptance record.

26A.2 Wamly shall archive a PDF snapshot of the version in effect at the time of acceptance and retain it for audit and evidentiary purposes. A copy will be made available to the Subscriber on request.

26A.3 If Wamly updates the hosted Terms during a Subscription term, Wamly will provide notice in accordance with this Agreement. Where changes materially affect the Subscriber’s rights or obligations, such changes shall only become binding upon electronic re‑acceptance or continued use following notice where the Agreement permits, and the acceptance record will reflect the updated Version ID.

27. ASSIGNMENT AND SUBCONTRACTING

27.1 The Subscriber shall not cede, assign, transfer or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of Wamly, which consent shall not be unreasonably withheld.

27.2 Wamly may, without the Subscriber’s consent:

27.2.1 assign or transfer its rights and obligations under this Agreement to any affiliate or successor in interest, provided that such assignment does not materially reduce the scope or quality of the Services; and

27.2.2 subcontract any of its obligations under this Agreement to third parties, provided that:

27.2.2.1 Wamly shall remain primarily liable for the performance of such subcontracted obligations; and

27.2.2.2 any subcontracting of processing of Personal Information shall comply with clause 22.

27.3 Any purported assignment or transfer by the Subscriber in violation of this clause shall be null and void.

27.4 This Agreement shall be binding upon and enure to the benefit of the Parties and their respective permitted successors and assigns.

28. DISPUTE RESOLUTION

28.1 Any dispute arising out of or in connection with this Agreement shall first be referred to the respective CEOs or senior officers of each Party, who shall attempt in good faith to resolve the dispute through negotiations within 7 (seven) Business Days of being notified in writing.

28.2 If the dispute is not resolved through negotiation under clause 28.1, either Party may refer the dispute to arbitration in Johannesburg, South Africa in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA), which rules are deemed incorporated by reference.

28.3 The arbitration shall be conducted:

28.3.1 by a single arbitrator appointed by agreement between the Parties or, failing agreement, by AFSA;

28.3.2 in English; and

28.3.3 on a confidential basis.

28.4 The decision of the arbitrator shall be final and binding on the Parties and may be made an order of any court of competent jurisdiction.

28.5 Nothing in this clause shall prevent either Party from seeking urgent interim relief in a court of competent jurisdiction to protect its rights pending resolution of the dispute.

28.6 Each Party shall bear its own costs in relation to the dispute resolution process, unless the arbitrator determines otherwise in the award.

28.7 The Parties agree to continue performing their respective obligations under this Agreement during the dispute resolution process, except to the extent the dispute relates to such performance.

29. GOVERNING LAW AND JURISDICTION

29.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa, without regard to its conflict of laws principles.

29.2 The Parties hereby irrevocably submit to the exclusive jurisdiction of the High Court of South Africa (Gauteng Division, Pretoria) in respect of any dispute or matter arising out of or in connection with this Agreement, subject to the dispute resolution provisions in clause 28.

29.3 The Parties agree that the courts specified in clause 29.2 are the most appropriate and convenient courts to settle disputes and accordingly waive any right to object to proceedings in such courts on the grounds of venue or inconvenient forum.

29.4 Notwithstanding clause 29.2, Wamly shall be entitled to institute proceedings against the Subscriber in any competent court where the Subscriber has assets or where the cause of action arose.

29.5 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

30. DOMICILIUM AND NOTICES

30.1 The Parties choose as their respective domicilia citandi et executandi for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature:

30.1.1 in the case of Wamly, its registered address at 7 Impala Ave, Doringkloof, Centurion, 0157; and

30.1.2 in the case of the Subscriber, the physical address specified in item 1 of the above table.

30.2 Either Party may by written notice to the other Party change its domicilium to any other physical address within the Republic of South Africa, provided such change shall only become effective 5 Business Days after receipt of such notice.

30.3 Any notice given in terms of this Agreement shall be in writing and shall be:

30.3.1 delivered by hand during Business Hours at the recipient’s domicilium;

30.3.2 sent by prepaid registered post to the recipient’s domicilium; or

30.3.3 sent by email to the recipient’s designated email address (for Wamly: legal@wamly.io; for Subscriber: the email specified in item 1 of the above table).

Where the Subscriber accepted these Terms electronically, Wamly may also deliver contractual and operational notices via in‑platform messaging or the registered account email address.

30.4 Notices shall be deemed to have been received:

30.4.1 if delivered by hand, on the date of delivery;

30.4.2 if sent by registered post, on the 5th (fifth) Business Day after posting; and

30.4.3 if sent by email, at the time indicated in the transmission confirmation, provided that if such delivery occurs outside Business Hours, the notice shall be deemed to have been received at the commencement of Business Hours on the next Business Day.

30.5 Notwithstanding clause 30.3, any notice relating to legal proceedings or dispute resolution may only be delivered by hand or registered post.

30.6 Notwithstanding anything to the contrary in this Agreement, a written notice or communication actually received by a Party shall be adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium.

30.7 The Subscriber acknowledges that contractual and operational communications regarding the Services may be sent via the Software Application or to the email address associated with the Subscriber’s account, and such communications shall be deemed received when sent.

31. ETHICS AND ANTI-CORRUPTION

31.1 Both Parties shall comply with all applicable anti-bribery and anti-corruption laws, including but not limited to the Prevention and Combating of Corrupt Activities Act 12 of 2004.

31.2 Neither Party shall offer, promise, give, receive or authorise any bribe, kickback, improper payment or other unlawful inducement in connection with this Agreement.

31.3 The Subscriber may require Wamly to comply with its Code of Ethics, provided such Code has been furnished to Wamly in writing prior to the Commencement Date.

31.4 Wamly shall promptly disclose to the Subscriber any commissions, discounts or other benefits received from third parties in connection with the Services, unless such benefits are passed on in full to the Subscriber.

31.5 Wamly shall maintain accurate books and records documenting all payments related to the Services, which shall be available for audit by the Subscriber upon reasonable written notice.

31.6 Wamly shall ensure its employees, subcontractors and agents involved in providing the Services receive appropriate anti-corruption training and are aware of their obligations under this clause.

31.7 Any breach of this clause shall constitute a material breach of this Agreement, entitling the non-breaching Party to terminate immediately without liability and void any outstanding payment obligations.

31.8 The obligations under this clause 31 shall survive termination of this Agreement for a period of 5 (five) years.

32. MISCELLANEOUS

32.1 This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements, representations and understandings, whether written or oral.

32.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law, and the Parties shall negotiate in good faith to replace the invalid provision with a valid one that achieves the original intent.

32.3 No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof.

32.4 The Parties acknowledge that in entering into this Agreement they have not relied on any representations, warranties or undertakings not expressly set out herein.

32.5 Nothing in this Agreement shall create or be deemed to create a partnership, joint venture or agency relationship between the Parties. The Parties shall at all times remain independent contractors, and neither Party shall have authority to bind the other or incur any liability on its behalf.

32.6 A certificate issued and signed by a duly authorised manager of Wamly (whose authority need not be proven) stating the amount owed by the Subscriber to Wamly, will constitute prima facie proof of the facts stated therein and the amount of the indebtedness of the Subscriber to Wamly. Such a certificate may be used in support of any application by Wamly for default judgement, provisional sentence or summary judgement or any other legal proceeding.

32.7 Electronic records and acceptance logs generated by the Software Application and related systems (including Version IDs, timestamps, IP addresses and user identifiers) shall constitute prima facie proof of the content and timing of communications and Electronic Acceptance between the Parties.

32.8 All costs, charges and expenses of any nature whatever which may be incurred by a Party in enforcing its rights in terms of this Agreement, including legal costs on the scale of attorney and own client and collection commission, irrespective of whether any action has been instituted, shall be recoverable from the Party against which such rights are successfully enforced.

32.9 The Subscriber agrees that Wamly may reference the Subscriber as a customer in its marketing materials and on its Website.

32.10 The provisions of clauses 18 (Intellectual Property Rights), 22 (Protection of Personal Information), 23 (Confidentiality), 24 (Limitation of Liability and Indemnity) and 31 (Ethics and Anti-Corruption) shall survive termination of this Agreement.

33. SIGNATURES / ELECTRONIC ACCEPTANCE

33.1 The persons signing this Agreement in a representative capacity warrant their authority to do so. Where accepted electronically, the person completing Electronic Acceptance warrants that they are duly authorised to bind the Subscriber.

33.2 Electronic Acceptance (including e‑signature, click‑accept, checkbox, or similar action) will constitute valid execution of this Agreement with the same force and effect as a handwritten signature, to the extent permitted by law.

33.3 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic counterparts and acceptance records may be combined to evidence due execution.

33.4 By signing below or by completing Electronic Acceptance, the Subscriber confirms it has read and agrees to be bound by these Terms and Conditions and the Privacy Policy, each incorporated by reference and available at the following links: Terms & Conditions and Privacy Policy. The Version ID of the Terms accepted will be recorded in the acceptance record.

ANNEXURE A: SUBSCRIPTION PACKAGES

1. Wamly offers the following Subscription Packages, each with distinct features and entitlements:

2. Essential Package

2.1 Basic access to the Software Application with limited functionality;

2.2 HR Users billed separately based on amount selected;

2.3 5 (five) viewers per HR user;

2.4 Unlimited video interviews;

2.5 Unlimited projects;

2.6 Access to Background Checks or Psychometric Services on a prepaid basis.

3. Professional Package

3.1 Extended access to the Software Application features with some limited functionality;

3.2 HR Users billed separately based on amount selected;

3.3 25 (twenty five) viewers per HR user;

3.4 Unlimited video interviews;

3.5 Unlimited projects;

3.6 Access to Background Checks and Psychometric Services on a prepaid/ post paid basis;

4. Enterprise Package

4.1 Full access to the Software Application and all functionality;

4.2 HR Users billed separately based on amount selected;

4.3 50 (fifty) viewers per HR user;

4.4 Unlimited video interviews;

4.5 Unlimited projects;

4.6 Access to Background Checks and Psychometric Services on a prepaid/ post paid basis or bring your own key;

4.7 Dedicated Account Manager with quarterly review meetings;

4.8 API access (subject to additional terms);

5. Package features are subject to change with 30 (thirty) days’ notice, provided that no material reduction in functionality shall apply during an active subscription term.

6. Legacy subscribers on Starter, HR Partner or Enterprise Packages prior to the Effective Date shall be automatically migrated to the corresponding new Package with equivalent functionality.

7. Additional Users, Background Checks, Psychometric Services and Consulting Services beyond Package inclusions shall be billed separately in accordance with clauses 8, 14, 15 and 16 respectively.

8. Package changes, upgrades, or downgrades may be actioned via Electronic Acceptance, and such acceptance will be recorded with a Version ID for audit purposes.

ANNEXURE B: SERVICE LEVELS AND RESPONSE TIMES

1. Wamly shall provide support services in accordance with the following service levels:

2. The following issue classifications shall apply:

2.1 Critical: Complete system unavailability preventing all Users from accessing core functionality;

2.2 Standard: Partial system issues or errors affecting specific features, where workarounds exist.

3. Response times shall be measured from the time a complete support request is submitted through designated channels until Wamly provides a substantive response acknowledging the issue.

4. Resolution times shall be measured until Wamly implements a fix or provides a workaround that restores substantially full functionality.

5. Scheduled maintenance periods shall not be considered service interruptions, provided Wamly gives at least 24 (twenty-four) hours’ notice via email or in-app notification.

6. Wamly shall not be liable for delays in response or resolution caused by:

6.1 Incomplete or inaccurate information provided by the Subscriber;

6.2 Issues arising from the Subscriber’s hardware, network or third-party systems;

6.3 Force Majeure Events as defined in clause 25.

7. The remedies specified in this Annexure shall be the Subscriber’s sole and exclusive remedy for any failure by Wamly to meet the service levels described herein.

ANNEXURE C: CREDIT LIMIT POLICY

1. Wamly shall establish and maintain a Credit Limit for each Subscriber utilising Background Checks and Psychometric Services, based on factors including but not limited to:

1.1 the Subscriber’s payment history and creditworthiness;

1.2 the selected Package and billing cycle;

1.3 usage patterns and service consumption; and

1.4 any risk assessment conducted by Wamly.

2. The Subscriber shall be notified of its initial Credit Limit through the Software Application or via email to the designated account contact.

3. Wamly may review and adjust the Credit Limit at any time, with such changes taking immediate effect upon notification to the Subscriber.

4. When the Subscriber’s outstanding balance reaches 80% (eighty percent) of the Credit Limit, Wamly shall issue a written notification via email and/or through the Software Application.

5. Upon reaching the Credit Limit:

5.1 the Subscriber’s ability to initiate new Background Checks or Psychometric Services shall be automatically suspended; and

5.2 Wamly may require prepayment for further services.

6. Service access shall be reinstated within 1 (one) Business Day of Wamly receiving full payment or sufficient top-up payment to bring the balance below the Credit Limit.

6.1 The Subscriber may request a Credit Limit increase by submitting a written application to its Account Manager, accompanied by any financial information reasonably required by Wamly.

6.2 Wamly reserves the right to impose stricter credit terms, including requiring prepayment, for Subscribers with poor payment history or high-risk profiles.

6.3 This Credit Limit Policy operates in addition to, and not in substitution for, Wamly’s rights under clauses 8 (Fees and Payment Terms) and 10 (Cancellation and Termination) of this Agreement.