Terms & Conditions

Read the terms and conditions carefully before making use of Wamly’s services. A company’s acceptance of the terms and conditions indicates that a company has both read and accepted the terms and conditions. A company cannot make use of the services if it does not accept the terms and conditions. All sections of the terms and conditions are applicable to the company.

1. Introduction

1.1. The Company appoints Wamly to render the Services as recorded in the Registration Form.

1.2. Wamly and the Company have reached agreement on the manner in which the Services will be regulated, which are recorded in these Terms and Conditions read together with the Registration Form, to which the Company, by clicking the “I Agree” button or check box presented with these Terms and conditions, agrees to be bound by same read together with the Registration Form.

1.3. By entering into these Terms and Conditions, the Company acknowledges that it has read through, understands, and as such, agrees to be bound by:

1.3.1. Wamly’s website Terms of Services located here: https://wamly.io/terms-of-service/; and

1.3.2. Wamly’s website Privacy Policy located here: https://wamly.io/privacy-policy/.

2. Interpreting the Terms And Conditions

2.1. These Terms and Conditions contain a number of words and phrases which have specific meanings denoted by such words being capitalised.

2.2. In these Terms and Conditions, headings are for convenience only and are not intended to be used to interpret the Terms and Conditions.

2.3. If the Terms and Conditions refer to a party who is liquidated or sequestrated (or has been through a comparable process under a different legal system), then the Terms and Conditions will also be applicable to, and binding on, that party’s liquidator or trustee, as the case may be.

2.4. Unless these Terms and Conditions indicate to the contrary, any references to any gender includes the other gender, a natural person includes an artificial person and vice versa, the singular includes the plural and vice versa.

2.5. The contra proferentem rule, or rule of construction that these Terms and Conditions shall be interpreted against the Party responsible for the drafting or preparation of these Terms and Conditions, shall not apply.

2.6. Where in these Terms and Conditions, provision is made for the Parties (or either of them) to agree on or grant approval in respect of any matter, such agreement or approval shall only be valid and binding on the Parties thereto if reduced to writing and signed by the duly authorised representative of such Parties.

2.7. The use of the word “including” followed by a specific example shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific example.

2.8. Where these Terms and Conditions specify any number of days, the number of days excludes the first day and includes the last day, unless the last day falls on a Saturday, Sunday or gazetted public holiday in the Republic of South Africa, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or gazetted public holiday in the Republic of South Africa. Generally speaking, references to a “day” are references to typical business days.

2.9. Any reference to “business hours” shall be construed as being between the hours 08h00 – 16h00 GMT+2. Any reference to time shall be based upon South African Standard Time.

2.10. All annexures, addenda and amendments to these Terms and Conditions and/or the Registration Form, form an integral part of the Terms and Conditions and, therefore, Wamly’s contract with the Company.

2.11. The words and phrases in the definitions sections, below, bear the meanings assigned to them and related expressions bear corresponding meanings.

3. Interpretation

In these Terms and Conditions

3.1. clause headings are for the convenience and are not to be used in its interpretation;

3.1.1. unless the context indicates a contrary intention, an expression which denotes:

3.1.2. any gender includes the other gender;

3.1.3. a natural person includes a juristic person and vice versa;

3.1.4. the singular includes the plural and vice versa;

3.2. the following expressions bear the meanings assigned to them below and cognate expression bear corresponding meanings:

3.2.1. “Browser” shall mean any person who visits any page of the Website, whether by landing at the home page or any other page through use of a hyperlink of another website or by direct access to the Website and who has no intention of using, or has not used the Services offered by us;

3.2.2. “Candidate” shall mean a person who may be interviewed by a Company using the Software Application;

3.2.4. “Confidential Information” means any information received by one Party from the other Party and is marked as confidential or a similar notice (if disclosed in writing or a tangible form), identified as confidential (if disclosed verbally) or should reasonably be treated as confidential under the context in which such disclosure was made.

3.2.4.1. Confidential Information shall not include information that the Party receiving the information can demonstrate:

3.2.4.2. is lawfully in the public domain at the time of disclosure thereof;

3.2.4.3. subsequently becomes lawfully part of the public domain by publication or otherwise;

3.2.4.4. is or becomes available to the Party receiving such information from a source other than the Party revealing the information, which source was lawfully entitled without any restriction on disclosure to disclose such information to a third party.

3.2.4.5. The Party receiving the Confidential Information will:

3.2.4.6. safeguard Confidential Information with the same degree of care as it exercises with its own Confidential Information, but no less than reasonable care;

3.2.4.7. not disclose any Confidential Information to third parties; and

3.2.4.8. will use the other Party’s Confidential Information solely in the exercise of the rights and obligations under these Terms and Conditions and for no other purpose.

3.2.4.9. The Party so receiving the Confidential Information may disclose same only pursuant to a requirement or request by operation of law, regulation or court order, but then only to the extent so disclosed and then only in the specific instance and under the specific circumstances in which it is obliged to be disclosed.

3.2.5. “Fees” means the total amount as payable by the Company to Wamly in respect of the Services rendered, in accordance with the package selected by the Company through the Registration Process and recorded in the Registration Form. The Company shall make payment in accordance with the Payment Terms.

3.2.6. “Intellectual Property” means the expression and/or representation of an intellectual and/or creative process and includes, but is not limited to, any text, images, data, multimedia, ideas, source code, concepts, know how, data processing techniques, copyrights, trademarks, logos, patents, designs, inventions.

3.2.7. “Interruption Event” means theft, strike, lock-out, load shedding, blackout, fire, explosion, flood, riot, war, accident, act of nature, epidemic, pandemic embargo, legislation, shortage of or a breakdown in transportation facilities, civil commotion, unrest or disturbances, cessation of labour, server downtime, government interference or control, or any other cause or contingency beyond the control of the Party concerned;

3.2.8. “Interrupted Party” means a Party prevented or restricted directly or indirectly from carrying out all or any of its obligations under these Terms and Conditions by reason of an Interruption Event;

3.2.9. “Losses” means all losses (including, but not limited to, those in respect of injury, damage to physical property or loss of life), liabilities, costs, expenses, fines, penalties, damage, and claims, and all related costs and expenses (including legal fees on the scale as between attorney and own Company, tracing and collection charges, costs of investigation, interest and penalties);

3.2.10. “Parties” means Wamly and the Company (“Party” shall have a corresponding meaning);

3.2.11. “Parties” means Wamly and the Company (“Party” shall have a corresponding meaning);

3.2.12. “Payment Terms” means the manner in which the Fees shall be paid to Wamly by the Company, being on presentation of invoice;

3.2.13. “Registration Form” means the document situate on the Website, which shall be completed by a potential Company and which document records certain details relating to the Company together with information pertinent to these Terms and Conditions insofar as each Company is concerned, and shall govern the Company’s relationship with Wamly;

3.2.14. “Registration Process” means the process to be followed by a Browser in completing the Registration Form, in order to make use of the Services to interview Candidates, which shall enable it to make use of the Services and thus make the transition from a Browser to a Company;

3.2.15. “Service Variation” means a material change in the Services, which variations procedure shall be as follows:

3.2.15.1. If the Company wishes to downgrade their package, then the Company will be permitted to do so at https://my.wamly.io/, which downgrade will take effect immediately with the new fee being charged the next month.

3.2.15.2. If the Company wishes to upgrade their package, then the Company will be permitted to do so at https://my.wamly.io/, which upgrade will take effect immediately, with the Company being charged pro rata for that particular billing cycle in which the upgrade was effected;

3.2.16. “Services” means the provision of the video interview software comprising the Wamly platform as per the package selected in the Registration Form.;

3.2.17. “Software Application” shall mean the video interview application as subscribed to by a Company, through the Website, and which comprise the Services;

3.2.18. “Terms and Conditions” means this Service Level Terms and Conditions read together with the Registration Form together with any annexures attached hereto, which annexures shall be read as if specifically incorporated herewith;

3.2.19. “Termination Date” means the date on which these Terms and Conditions will terminate, and will be within one billing cycle’s written notice; and

3.2.20. “Company” means the Browser on this website who has signed up as a client as recorded in the Registration Form;

3.2.21. “Wamly” means Wamly (Pty) Ltd , a private company, duly registered in accordance with the company laws of the Republic of South Africa, with Registration Number: 2019/233155/07, and carrying on business at 356 Rivonia Boulevard, Edenburg, Sandton, Gauteng, 2128, legal@wamly.io;

3.2.22. “Website” shall mean the website as owned by Wamly on which the Services are offered and which comprises both the website together with the Software Application.

4. Duration

4.1. These Terms and Conditions shall commence on the Commencement Date and terminate on the Termination Date.

5. The Services

5.1. The Services as rendered by Wamly to the Company shall be as per the package selected in the Registration Form, read in conjunction with Service Variation, in the event that a Service Variation has occurred; and

5.2. Wamly shall not be required to render Services until such time as the first instalment has been received by the Company. In the event of the Company failing to make any payment, Wamly shall be entitled to refuse to provide the Company with any Services.

6. Service Variation

6.1. The implementation of a Service Variation in accordance with the procedure set out in 3.2.15, shall be determined by Wamly in its sole and unfettered discretion.

6.2. Wamly reserves its right to alter the Fees and/or the Payment Schedule should either one of these be effected as a result of the implementation of a Service Variation.

7. Support

7.1. Where the Company encounters difficulties with the software comprising the Services, the Company will be required to log a support query with Wamly, and Wamly will use its best endeavours to resolve the query as soon as is reasonably possible.

7.2. In the above regard, the Company will log support queries by emailing Wamly at support@wamly.io or logging the query on Wamly’s online support portal at https://support.wamly.io.

7.3. Within the response time of the applicable package of the Company as appears in the Registration Form, Wamly will respond to the query by conducting an initial investigation into the issue, whereupon the Company agrees to provide Wamly with such information and documentation as reasonably requested by Wamly.

7.4. Following the investigation, Wamly will classify the query as a:

7.4.1. “Company Error” unrelated to any deficiencies in the software or Services, with Wamly then endeavouring to provide a solution;

7.4.2. “Fault” that can be resolved by Wamly: In such event, Wamly will endeavour to provide the Company with a working solution and an estimated timeframe for resolving the issue; or

7.4.3. “Functionality Requirement” necessitating reviewing, scoping and development: In such event, Wamly may list the requirements for possible future development, and all progress can be tracked on Wamly’s online support portal at https://support.wamly.io.

7.5. Any working solutions provided by Wamly to the Company, as applicable, will be done telephonically, via e-mail, on-site, or via an on-line connection, at Wamly’s discretion.

7.6. A support query will be considered resolved once a working solution has been provided to the Company, and Wamly shall be under no obligation to provide any further solution.

8. Intellectual Property

8.1. All rights, titles and/or interest attached to or related to Intellectual Property as belonging to Wamly, which shall comprise, among others, the Software Application and Services, shall remain vested in Wamly.

8.2. All rights, titles and/or interest attached to or related to Intellectual Property as belonging to the Company shall remain vested in the Company.

9. Registration Process

9.1. As part of the Registration Process and in completing the Registration Form, the Company shall be prompted to provide login details as well as submit certain Personal Information as contained in the Privacy Policy.

9.2. The provisions pertaining to the processing of a Company’s Personal Information are set our more fully in our Privacy Policy, found here: https://wamly.io/privacy-policy/.

10. Service Levels

10.1. Wamly hereby undertakes to ensure that the standard of the Services it shall render to the Company in terms of these Terms and Conditions shall be in accordance with what is reasonably expected of a service provider of its nature and experience, and further that such Services shall be performed in a timeous manner.

11. Fees

11.1. The Company shall, as consideration for the Services to be rendered by Wamly in terms of these Terms and Conditions, effect payment to Wamly of its Fees on presentation of invoice.

11.2. Wamly may require a deposit, payable in advance, prior to the Services commencing, and such deposit shall be communicated to the Company in writing.

11.3. All amounts due to Wamly shall be made in accordance with the Payment Terms.

11.4. In the event of these Terms and Conditions being renewed, Wamly reserves the right to increase its Fees. Such increase will take effect on the next billing cycle, and the Company will be notified through Wamly’s monthly mailer and on the Wamly website’s product updates page.

11.5. The Company agrees that it shall pay all of Wamly’s expenses in recovering any amounts the Company owes Wamly, including legal costs on the attorney and Company scale, collection charges and tracing fees, and VAT thereon (if applicable).

11.6. The Company is entitled to a Money Back Guarantee subject to the following terms:

11.6.1. “Company Error” unrelated to any deficiencies in the software or Services, with Wamly then endeavouring to provide a solution;

11.6.2. The Money Back Guarantee is only available for a period of 30 (thirty) days immediately following the date on which the Company agrees to these Terms and Conditions;

11.6.3. In order to request a refund, the Company shall be required to email Wamly at the following email address: billing@wamly.io

11.6.4. All refunds to which a Company is entitled and has requested shall be processed within 30 (thirty) days of the request for such refund.

11.6.5. Wamly may refuse a refund request if they are of the opinion that the Money Back Guarantee is being abused, used in bad faith, or taken advantage of.

12. Termination

12.1. Either Party to these Terms and Conditions may terminate the Terms and Conditions in accordance with clause 16.1.1 below.

12.2. In addition, either Party may immediately terminate these Terms and Conditions by giving written notice to the other Party if the other Party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other Party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other Party, or in the case of the Company, if the Company materially breaches its obligations to make payment pursuant to these Terms and Conditions.

12.3. If upon termination there exist any materials furnished, or Services performed by Wamly for which the Company has not paid in full, then and until such time as the Company has paid Wamly in full, the Company agrees not to use any such materials, in whole or in part, or the product of such Services.

12.4. Upon termination of these Terms and Conditions, provided that there is no outstanding indebtedness then owing by the Company to Wamly, Wamly shall transfer, assign and/or make available to the Company, all property and materials in Wamly’s possession or under its control belonging to the Company. In the circumstances outlined herein, the Company agrees to pay for all costs associated with the transfer of materials.

12.5. Notwithstanding any of the aforegoing, either Party shall be entitled to terminate these Terms and Conditions, for any reason or no reason, by serving one billing cycle’s written notice on the other Party.

13. Confidentiality

13.1. Neither Party shall, without the prior written consent of the other Party (which consent may, for the avoidance of doubt, be withheld in the unfettered discretion of the Party called upon to disclose the Confidential Information) disclose such Confidential Information to any person, and/or make use of such Confidential Information for any purposes other than in connection with the rendering of the Services.

13.2. The Party receiving the Confidential Information may disclose same to its officers, employees, and subcontractors but only to the extent required for the purposes of the rendering of the Services pursuant to the provisions hereof.

13.3. The Party receiving the Confidential Information shall inform any officer, employee or subcontractor to whom it discloses such Confidential Information, that such information is confidential and shall instruct them to keep it confidential and not to disclose it to any third party (other than those persons to whom it has already been disclosed in accordance with the terms of these Terms and Conditions), on the basis that the party disclosing the Confidential Information is responsible for any disclosure, in breach of this clause 13, by the person to whom it is disclosed.

13.4. Notwithstanding the provisions of this clause 13:

13.4.1. either Party may make reference to these Terms and Conditions, the Parties’ identities and a general description of the Services rendered pursuant to and in terms of these Terms and Conditions, unless such information is explicitly and specifically identified as Confidential Information on written notice by either Party to the other; and

13.4.2. either Party shall be entitled in its discretion from time to time to publish and/or to make known to members of the public, including (without limitation) its shareholding, the details of its financial performance, its financial performance forecast and the Party’s strategic planning.

14. Prohibition On Interference and Solicitation

14.1. Neither Party shall knowingly, for the duration of these Terms and Conditions and for a period of 1 (one) year after these Terms and Conditions terminates for any reason, furnish any information or advice to anyone else which results in any staff member or any representative and/or agent of the other Party who was involved in the implementation or execution of these Terms and Conditions to terminate his or her employment with that Party and/or any other contractual relationship and/or becoming employed by, or directly or indirectly interested in any manner in, any concern which carries on business, directly or indirectly, in competition with any part, aspect or facet of the business conducted by the other Party.

15. Liability

15.1. Disclaimers and limitation of liability:

15.1.1. To the fullest extent permissible by law, Wamly disclaims all warranties, any representations of fitness for purpose of any kind, whether express or implied in respect of the Services and the Company utilises the Services at its own risk.

15.1.2. The Company agrees that Wamly is unable to, and is not required to, guarantee a particular result, or set of commercial results.

15.1.3. The Company agrees that neither Wamly nor Wamly’s associates shall be liable for any Losses however arising and whatever the cause including, but not limited to, Losses arising as a result of the Company’s negligence, and/or failure to furnish Wamly with adequate information it requires in order to render the Services.

15.1.4. The Company hereby indemnifies Wamly and Wamly’s associates from any Losses, which may arise as a result of the Company’s unlawful conduct, wilful misconduct, negligence, and/or gross negligence.

15.1.5. The Company irrevocably waives any claims it may have against Wamly arising out of, or related to (and agrees not to institute any proceedings in respect of), the Services or these Terms and Conditions more than 1 (one) year after the cause of action relating to such claim or legal action arose.

16. Breach

16.1. Subject to any other provision of these Terms and Conditions providing for the remedy of any breach of any provision hereof, should either Party (“the Offending Party”) commit a breach of any provision of these Terms and Conditions and fail to remedy such breach within 10 (ten) days of receiving written notice from the other Party (“the Aggrieved Party”) requiring the Offending Party to do so, then the Aggrieved Party shall be entitled, without prejudice to its other rights in law to –

16.1.1. terminate these Terms and Conditions, provided the breach in question is a breach going to the root of these Terms and Conditions; or

16.1.2. claim specific performance of all of the Offending Party’s obligations whether or not due for performance, in either event, without prejudice to the Aggrieved Party’s right to claim damages.

17. Disputes

17.1. In the event of any dispute or difference arising between the Parties relating to or arising out of these Terms and Conditions, including the implementation, execution, interpretation, rectification, termination or cancellation of these Terms and Conditions, the chief executive officers of the Parties or any of their designated officials shall upon request by any Party meet to attempt to settle such dispute or difference, and failing settlement within a period of 7 (seven) business days from such a request, the said dispute or difference shall on demand by any Party be submitted to arbitration in Johannesburg in accordance with the Rules of the Arbitration Foundation of Southern Africa by an arbitrator or arbitrators appointed by the Foundation.

17.2. The Parties irrevocably agree that the decision in any arbitration proceedings:

17.2.1. will be binding on all of them;

17.2.2. will forthwith be carried into effect;

17.2.3. may be made an order of any court of competent jurisdiction.

17.3. Nothing herein contained shall be deemed to prevent or prohibit either Party from applying to the appropriate court for urgent relief.

17.4. The provisions of this clause will continue to be binding on the Parties notwithstanding any termination or cancellation of these Terms and Conditions.

18. Governing Law and Jurisdiction

18.1. These Terms and Conditions shall be governed in all respects by and shall be interpreted in accordance with the laws of the Republic of South Africa and the Parties hereby consent and submit to the jurisdiction of the, appropriate South Africa court in which Wamly is domiciled.

19. Interruption Event

19.1. An Interrupted Party shall be relieved of its obligations in terms of these Terms and Conditions during the period that the Interruption Event and its consequences continue, only to the extent so prevented, and shall not be liable for any Losses which the other Party may suffer as a result.

19.2. The Interrupted Party shall notify the other Party of an Interruption Event in writing as soon as it becomes reasonably aware of the Interruption Event as such.

19.3. In the event that an Interruption Event exceeds –

19.3.1. 20 (twenty) consecutive days, and in the event that alternative services and/or facilities cannot be provided by the Interrupted Party or its nominee, the Parties agree to meet and negotiate the suspension, termination or restructuring of these Terms and Conditions; or

19.3.2. 3 (three) consecutive months, and in the event that alternative services and/or facilities cannot be provided by the Interrupted Party or its nominee, either Party may terminate these Terms and Conditions and shall only remain liable for performance under these Terms and Conditions which fell due immediately prior to the Interruption Event.

20. Domicilium And Notices

20.1. The Parties choose domicilium citandi et executandi (“domicilium”) for all purposes arising from or pursuant to these Terms and Conditions:

20.1.1. In respect of the Company, the address and contact details set out in the Registration Form; and

20.1.2. In respect of Wamly, as per clause 3.2.21 above.

20.2. Any Party hereto shall be entitled to change its domicilium from time to time, provided that any new domicilium selected by it shall be an address other than a box number, and shall be in the Republic of South Africa, and any such change shall only be effective upon receipt of notice in writing by the other Party of such change.

20.3. All notices, demands, communications or payments intended for any Party shall be made or given at such Party’s domicilium for the time being.

20.4. A notice sent by one Party to another Party shall be deemed to be received:

20.4.1. on the same day, if delivered by hand;

20.4.2. one day after transmission if sent by email;

20.4.3. on the third day after despatch, if sent by prepaid courier.

20.5. If any notice is sent by email, the provisions of the Electronic Communications and Transactions Act 25 of 2002 governing receipt of data messages, shall apply.

20.6. Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.

21. Miscellaneous

21.1. Each Party hereto acknowledges that it has been free to secure independent legal advice as to the nature and effect of all of the provisions of these Terms and Conditions and that it has either taken such independent legal advice or dispensed with the necessity of doing so. Further, each Party hereto acknowledges that all of the provisions of these Terms and Conditions and the restrictions herein contained are fair and reasonable in all the circumstances and are part of the overall intention of the Parties in connection with these Terms and Conditions.

21.2. The Company shall not be permitted to cede, assign, or otherwise transfer any or all of its rights, interests or obligations under and/or in terms of these Terms and Conditions without the prior written consent of Wamly. Wamly may cede, assign, or otherwise transfer any or all of its rights, interests, or obligations under and/or in terms of these Terms and Conditions without the written consent of the Company.

21.3. These Terms and Conditions constitutes the whole Terms and Conditions between the Parties as to the subject matter hereof and no Terms and Conditions, representations or warranties between the Parties, other than those set out herein, are binding on the Parties.

21.4. No addition to, variation or consensual cancellation or novation of these Terms and Conditions and no waiver of any right arising from these Terms and Conditions, or its breach or termination, shall be of any force or effect unless reduced to writing and signed by the Parties or their duly authorized representatives.

21.5. For the avoidance of doubt, data messages as defined in the Electronic Communications and Transactions Act No. 25 of 2002 shall not constitute “writing” for purposes of this clause, whether such data message includes an electronic signature or not.

21.6. No latitude, extension of time or other indulgence, which may be given or allowed by a Party to another in respect of the performance of any obligation hereunder or enforcement of any right arising from these Terms and Conditions and no single or partial exercise of any right by any Party shall, under any circumstances, be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party’s rights in terms of or arising from these Terms and Conditions or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term hereof.

21.7. Each undertaking, covenant and agreement in each clause and sub-clause of these Terms and Conditions is separate and severable, and in the event that any undertaking, covenant, agreement or other provision contained herein shall be determined to be void or unenforceable or illegal in whole or in part for any reason whatsoever, such invalidity, unenforceability or illegality shall not affect the remaining undertakings, covenants, agreements and provisions hereof which shall remain of full force and effect and binding on all Parties hereto.

21.8. These Terms and Conditions may be executed by the Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Terms and Conditions.