The Messenger Network (Pty) Ltd is an authorized reseller of the digital platform Wati (“Platform”) and provider of associated services. This End User License Agreement (“Agreement” or “EULA”) is a contract between you (“End User” or “Subscriber”) and The Messenger Network (“TMN”, “we”, “us”, or “our”), having its registered office at Clearwater Corporate Park North Boksburg, in respect of access to and use of the proprietary platform Wati and the Services.

It is clarified that reference to the “Platform” includes this website, including its subdomains; the Wati Platform; applications for mobile, tablet and other smart device systems; the Application Program Interfaces (API); the Service; any applications, sample and content files, source code, scripts, instruction sets or software included as part of the Service, as well as any related documentation.

In this EULA, “you” or “End User” refers both to you as an individual and/or to the entity (including its employees) you represent. This EULA governs the terms of use of the Services provided by TMN. By accessing or using either as a whole or any part of the Platform, you accept and agree to be bound by this EULA with effect from the date of access or use (“Effective Date”). If you disagree or do not accept any provision of this EULA, you are advised to immediately cease access to and use of the Services.

In the event of conflict between the terms of this EULA and any specific agreement executed between you and TMN, the terms of such specific agreement shall prevail. If you violate this EULA, we reserve the right to cancel your account or block access to your account without any notice and/or liability to you.

 

1. END USER WARRANTIES

You hereby confirm, warrant and represent that you: 

1.1. Represent a legitimate business; are recognized as an adult by applicable law; have the capacity to enter into this legally binding Agreement; are not located in a country that is subject to a U.S. Government or South African Government embargo or that has been designated by the U.S. or South African Government as a “terrorist-supporting” country; and are not listed on any U.S. Government or South African Financial Intelligence Centre (FIC) list of prohibited or restricted parties. 

1.2. Will use the Services for legitimate commercial purposes only, such as business or trade-related activities. The Services shall not be utilized for personal use, political agendas, or any activities in violation of the applicable laws, including but not limited to promotion of multi-level marketing schemes; false advertising, participation in illegal gambling or betting, endorsement of terrorist organizations or activities, facilitation of human trafficking or exploitation, sale of counterfeit goods or pirated material, unlawful sale or distribution of controlled substances or prescription drugs, promotion of hate speech or incitement to violence (“Permitted Purpose”). 

1.3. Will remain in compliance, at all times, with the policies and terms of service of the business messaging SaaS tools (specifically WhatsApp/Meta) and applications opted by the End User for availing the Services.

 

2. GRANT OF LICENSE

Subject to the End User’s Warranties as provided above, TMN hereby grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform (“License”) to avail Services upon purchasing any plan as provided at https://themessengernetwork.co.za/pricing (“Subscription Plan”) for the duration of the subscription, subject to the terms and conditions of this EULA. This License is solely for the purpose of accessing the Platform and using the Services in accordance with its intended functionality as described in the purchased Subscription. You shall not sublicense, rent, lease, or otherwise transfer the Platform, the Services or any portion thereof to any third party. All rights not expressly granted herein are reserved.

 

3. SUBSCRIPTION

Unless otherwise agreed in writing, the Subscription Plans, as part of the Service, are subject to the following terms: 

3.1. Trial. You may have the option to avail a free demo for a short and non-renewable trial period. Some features or functions may not be available during the trial period. The trial period shall end automatically (without any prior notice) and shall not convert into any paid Subscription unless you actively purchase such Subscription. 

3.2. Subscription Plans. Prices, descriptions, or availability of Subscriptions are available at https://themessengernetwork.co.za/pricing and are subject to change without notice (“Subscription Plans”). 

3.3. Subscription Term. Subscriptions allow you to access and use the Services continuously or regularly over a determined period of time (“Subscription Term”). Paid Subscriptions begin on the day the payment is received by TMN. You will be billed in advance on a recurring and periodic basis, depending on the type of Subscription plan you select. 

3.4. Purchasing Process. The submission of an order determines contract conclusion and creates an obligation to pay the price, taxes, and possible further fees and expenses, as specified on the order page. 

3.5. Subscription Fee. You shall be informed of any and all applicable fees, taxes, and costs which is payable by you at the time of purchasing a Subscription Plan. It is clarified that the displayed prices of each Subscription Plan (“Subscription Fee”) are exclusive of any applicable duties, taxes, and costs (including without limitation Value Added Tax (VAT) at the prevailing South African rate, levies, or other governmental charges), and you will pay, indemnify, and hold harmless TMN from same. TMN, in its sole discretion and at any time, may modify the Subscription Fee with prior notice and such change will become effective at the end of the then-current Subscription Term. 

3.6. Payment. Information related to accepted payment methods is made available during the purchasing process. Any possible costs or fees resulting from failed or refused payment shall be borne by you. 

3.7. Automatic Renewal. All Subscriptions are renewed automatically for the same duration as the original Subscription Term using the payment method selected by you at the time of purchase. 

3.8. Termination. A paid Subscription may be terminated at any time during the Subscription Term by sending a clear and unambiguous written notice to TMN. It is clarified that Subscriptions may not be terminated prematurely and shall run out upon expiration of the subscription term. A 30-day notice period applies from the date of termination.

3.9. Excess Usage. If you exceed your paid Subscription limit or opt for additional Services during the Subscription Term, you will incur additional charges. 

3.10. Disputed Invoice. If you reasonably and in good faith dispute any portion of an invoice, you shall pay the undisputed portion and submit a written claim to TMN within seven (07) days. 

3.11. Late Payment. Failure to make timely payments entitles TMN to: (a) suspend access to the Services; and / or (b) levy an interest, compounded monthly, of 1.5% per month or the highest amount allowed by law (whichever is less) on all past due amounts. 

3.12. Third-Party Fees. All fees charged by TMN are exclusive of any charges assessed by Third Parties (e.g., WhatsApp conversation charges). Such charges shall be your responsibility. 

3.13. Refund. Unless mandated by law (specifically the Consumer Protection Act 68 of 2008, where applicable) or agreed otherwise in writing, paid Subscriptions are non-cancellable and non-refundable. No refunds or credits will be issued for partial periods of Service. 

3.14. Tax Information. You agree to provide accurate billing information, including your VAT Registration Number (where applicable).

 

4. END USER RIGHTS AND OBLIGATIONS

4.1. You agree not to license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Services by making the Platform available for access or use by any third party. 

4.2. Upon your request, TMN will issue administrator accounts (“Administrator Accounts”) to you. 

4.3. You shall be solely responsible for (i) determining the suitability of the Services for your purposes; and (ii) ensuring that your use of the Services shall be strictly in accordance with this EULA. 

4.4. You are responsible for all use of the Services accessed through your credentials. 

4.5. You shall maintain reasonable security standards for your use of the Services, such as using industry standard virus protection software. 

4.6. You shall be solely responsible for the acts and omissions of your users. You agree not to: (i) activate and use functionalities you have not paid for; (ii) transmit illegal content; (iii) reverse engineer the platform; (iv) build competitive products; (v) use automated tools (bots) to access the platform. 

4.7. You will notify TMN immediately upon becoming aware of any breach of security.

 

5. MEDIA CONTENT AND DATA PRIVACY (POPIA)

5.1. You confirm that you own all right, title and interest in and to the Media Content and End User Data. With respect to any and all Personal Information comprised in the End User Data:

You are and shall remain the “Responsible Party” (as defined in the Protection of Personal Information Act 4 of 2013 “POPIA”); and

TMN acts as the “Operator” (as defined in POPIA).

5.2. You have obtained, and during the Subscription Term will obtain, all Consents required under applicable law (including POPIA) prior to End User Data being entered into the Platform. 

5.3. You authorize TMN to process End User Data in accordance with the provisions of this EULA. 

5.4. TMN will not disclose End User Data to any third party except: (i) to an affiliate or subcontractor (including Wati/Clare.AI); (ii) as reasonably required by applicable Laws; or (iii) as necessary to defend legal rights. 

5.5. You hereby grant to TMN the nonexclusive right to host, store, process, and transfer the End User Data for the purposes of provisioning the Services. 

5.6. TMN agrees to destroy End User Data upon termination of this EULA or your Subscription, subject to data retention laws. You acknowledge TMN’s right to track and use Aggregated Data (anonymized data not identifiable to an individual) for improving the Services. 

5.7. It is solely your responsibility to maintain appropriate security, protection and back-up of the End User Data.

 

6. WARRANTIES & DISCLAIMERS

6.1. TMN warrants that it will take reasonable care and use commercially reasonable efforts in provisioning the Services. 

6.2. The Services are provided on an “as-is” and “as-available” basis. To the maximum extent permitted by the Consumer Protection Act (CPA), TMN does not make any representations or warranty of any kind, express or implied, regarding uptime, error-free operation, or that the content will be secure. 

6.3. Accessibility to the Services may be compromised by your internet access or changes to the WhatsApp Business API. You acknowledge that TMN has no control over the delivery of Services by the WhatsApp messaging platform. 

6.4. TMN has no liability towards loss, corruption, or restoration of data.

 

7. BREACH

7.1. You are responsible for ensuring that the use of the Services is compliant with the Permitted Purpose. TMN reserves the right to remove or block content at its discretion without notice if it poses a risk or violates laws. 

7.2. You acknowledge that TMN shall be permitted to monitor usage to verify compliance. Non-compliance amounts to material breach.

 

8. INDEMNITY

You shall defend, indemnify and hold harmless (at your sole expense) TMN from and against any and all damages, claims, lawsuits, fines, and penalties arising from: (a) any use of the Services by you in violation of any applicable law; (b) any allegation that the End User Data violates the rights of a third party; or (c) your violation of this EULA.

9. LIMITATION OF LIABILITY

9.1. To the maximum extent permitted by South African law, in no circumstance shall TMN be held liable for consequential, indirect, incidental, special, or punitive damages, including loss of profits, business, opportunity, or data. 

9.2. The sole liability of TMN to you will be for direct damages, not to exceed in the aggregate the total Subscription Fee paid to TMN during the 12 month period immediately preceding the event giving rise to such claim, or ZAR 10,000 (Ten Thousand Rand), whichever is less.

 

10. INTELLECTUAL PROPERTY RIGHTS

TMN (and its licensors/suppliers, including Clare.AI), own all right, title and interest in and to the systems, software and other content used in the provision of the Services. You may only use the Services as expressly permitted herein.

11. AI FEATURES

11.1. AI-Generated Content. When using AI services (“AI Features”), you generally submit inputs and receive outputs. Both are End User Data. You are solely responsible for this data. 

11.2. No Liability. TMN and its licensors do not warrant the accuracy, reliability, or completeness of AI-generated content. You agree that any reliance on AI-generated content is at your own risk. 

11.3. Prohibited Activities. You agree not to use AI Features to mislead third parties or develop competing models. 

11.4. Data Processing. You consent to the processing of data by TMN and third-party AI service providers to power these features.

 

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1. The Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa. 

12.2. In case of any issues, you may reach out to TMN at the contact details provided herein. 

12.3. Any disputes that remain unresolved after 30 days shall be referred to and finally resolved by arbitration administered by the Arbitration Foundation of Southern Africa (AFSA) in accordance with its Expedited Rules. The seat of arbitration shall be Johannesburg, South Africa.

13. ADDITIONAL TERMS

13.1. Communications. All communications in respect of this EULA shall be in writing and made to: The Messenger Network, Clearwater Corporate Park North, Boksburg, 1459 / info@themessengernetwork.co.za. 

13.2. Third Party Beneficiary. You acknowledge that where Services are provided in collaboration with a third party (e.g., Clare.AI/Wati), such third party holds the right to enforce the terms of this EULA. 

13.3. Compliance with Laws. You will comply with all laws applicable to you (including South African RICA and POPIA). You shall not use the Service in violation of any trade sanctions or embargos. 

13.4. Variation. TMN reserves the right to change these terms from time to time. 

13.5. Severability. If any term is unenforceable, it will be deemed modified to the extent necessary to render it enforceable.