1. Introduction
1.1 Wappari Africa (Pty) Ltd ("Wappari", "we", "us", or "our") provides a conversation-native business automation platform that processes interactions through artificial intelligence to extract structured business outcomes.
1.2 Business-to-Business Service. The Services are provided exclusively to business customers ("Customers") and are not intended for individual consumers. Customers use the Services to engage with their own customers, clients, or contacts ("End Users"), who may be consumers or other businesses. This Agreement governs the relationship between Wappari and the Customer, not between Wappari and End Users.
1.3 This Agreement sets out the terms and conditions ("Terms") that govern your access to and use of the Wappari platform and services (the "Services").
1.4 By accessing or using the Services, clicking "I Accept", or executing an Order that references these Terms, you ("Customer", "you", or "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.
1.5 These Terms incorporate by reference our:
- Acceptable Use Policy (available at [URL])
- Privacy Policy (available at [URL])
- Any applicable Service Level Agreement or Order
1.6 If you do not agree to these Terms, you may not access or use the Services.
2. Definitions and Interpretation
2.1 In these Terms, unless the context indicates otherwise:
"Acceptable Use Policy" or "AUP" means the policy governing acceptable use of the Services, as published on our website and amended from time to time.
"Account" means Customer's registered account with Wappari through which Customer accesses the Services.
"AI Output" means any content, data, text, or other materials generated by the Services through artificial intelligence processing, including Payloads and Vetted Leads.
"AI Technology" means machine learning, deep learning, large language models, neural networks, and other artificial intelligence technologies used in the Services.
"Business Day" means any day other than a Saturday, Sunday, or public holiday in South Africa.
"Business Process Workflow Thread" or "Thread" means a complete conversational workflow session between an End User and Customer through the Services, from initiation to closure, which is the primary billing unit for the Services.
"Burn Rate" means the number of Credits consumed per completed Thread, which varies by Thread type based on processing complexity, as published on the Wappari website or Customer portal.
"Conversation Data" means the content of Business Process Workflow Threads between Customer and End Users processed through the Services, including messages, media, and AI Output generated during such conversations.
"Credit" means the unit of consumption used to measure and bill for usage of the Services.
"Customer" means the business entity that has agreed to these Terms and uses the Services, whether directly or through a Reseller.
"Customer Account Information" means information provided by Customer to Wappari for the purpose of account administration, billing, and service provision, including business details, contact information, and payment details.
"End User" means any individual or business that communicates with Customer through the Services.
"End User Context Data" means information about an End User fetched via the Wappari External API from Customer's own systems (such as CRM or databases) during a conversation to provide context for the Services. End User Context Data is processed statelessly and is not retained by Wappari.
"End User Phone Number" means the telephone number of an End User, used to uniquely identify the End User in conversations with Customer through the Services.
"External API" means the Wappari application programming interface through which Customer or third-party platforms may integrate with the Services.
"Meta" means Meta Platforms, Inc. and its affiliates, including WhatsApp LLC.
"One Month's Notice" means notice given on any day, which shall take effect on the last day of the calendar month following the month in which such notice is given.
"Order" means any order form, subscription agreement, or online order referencing these Terms that describes the Services and Subscription Tier selected by Customer.
"Payload" means a structured data output extracted from a completed Business Process Workflow Thread, representing a completed business process.
"Personal Information" has the meaning ascribed to it in the Protection of Personal Information Act 4 of 2013 ("POPIA").
"POPIA" means the Protection of Personal Information Act 4 of 2013.
"Reseller" means an authorised business entity through whom a business Customer may acquire access to the Services.
"Service Account" means the permanent identity record for a billable endpoint (WABA Phone Number or External API integration) within the Services.
"Services" means the Wappari conversation-native business automation platform and all related features, functionality, and support provided by Wappari under these Terms.
"Subscription Fees" means the recurring fees payable by Customer for access to the Services, as specified in the applicable Order or pricing documentation.
"Subscription Tier" means the service level selected by the business Customer (including but not limited to Entry, Growth, Professional, or Call Center), each providing different capabilities and included Credits.
"Third-Party Services" means services provided by third parties that are integrated with or accessible through the Services, including Meta WhatsApp Business Platform, other messaging platforms (such as Zendesk, Zoho, and similar), telecommunications carriers, and AI model providers.
"Top-Up" means additional Credits purchased by Customer at the out-of-bundle rate when bundled Credits are exhausted.
"Vetted Lead" means a non-Payload Thread outcome representing a qualified prospect with brand introduction and conversation context, billed at a reduced Credit rate.
"WABA" means a WhatsApp Business Account, which is the Meta-level container for WABA Phone Numbers used with the WhatsApp Business Platform.
"WABA Phone Number" means the WhatsApp-enabled telephone number registered under Customer's WABA through which Customer communicates with End Users and which hosts the AI conversation bot.
3. Services
3.1 Provision of Services
Subject to Customer's payment of applicable fees and compliance with these Terms, Wappari grants Customer a non-exclusive, non-transferable, limited right to access and use the Services during the Term for Customer's internal business purposes.
3.2 Service Description
The Services enable Customer to:
- Process End User interactions via WhatsApp, other supported messaging channels (such as Zendesk, Zoho, and similar platforms), voice calls, or the Wappari External API through AI;
- Extract structured business outcomes (Payloads) from conversations;
- Receive Vetted Leads from conversations that do not result in a Payload;
- Access additional features based on the selected Subscription Tier.
3.3 Subscription Tiers
The Services are offered in Subscription Tiers (including but not limited to Entry, Growth, Professional, and Call Center), each with different capabilities:
- Entry: Text-to-Text conversational AI processing. Inbound text messages are processed and responses are delivered as text.
- Growth: Entry features plus inbound media processing — voice notes are transcribed, images are processed via vision AI, and PDFs are processed via OCR. All outbound responses remain as text.
- Professional: Growth features plus voice-to-voice capability — inbound voice notes receive voice note replies generated via text-to-speech using a cloned voice. All other responses (to text, images, and PDFs) remain as text.
- Call Center: Professional features plus VoIP integration for inbound and outbound voice calls with transcription and Payload extraction.
Wappari may introduce additional Subscription Tiers from time to time.
3.4 Conversation Parties
Each conversation processed through the Services involves two parties: the Customer (identified by their WABA Phone Number or other Service Account identifier) and the End User (identified by their End User Phone Number). Both identifiers are necessary for Wappari to route messages, maintain conversation continuity, apply business logic, and track usage for billing.
3.5 Third-Party Dependencies
3.5.1 Customer acknowledges that the Services depend on Third-Party Services, including Meta's WhatsApp Business Platform, other messaging platforms, telecommunications carriers, and AI model providers. Wappari is not in control of these third-party networks and services.
3.5.2 Customer is responsible for maintaining their own WABA and ensuring compliance with Meta's WhatsApp Business Platform terms and policies. Certain costs, including WhatsApp template message fees, conversation fees, and B2C calling charges, are billed directly by Meta and are Customer's responsibility.
3.5.3 It is Customer's responsibility to ensure appropriate contingency plans are in place should the Services or any Third-Party Services be unavailable at any time. This may include maintaining alternative communication channels, manual processes for critical enquiries, or other business continuity measures.
3.6 Voice Call Processing
3.6.1 Voice calls processed through the Services are recorded and transcribed to text for AI processing.
3.6.2 The call recording and transcription functionality is provided solely for the purpose of AI-powered conversation processing and Payload extraction. It is not a call recording archival service. Customer shall not rely on Wappari to satisfy any legal, regulatory, or compliance obligations relating to call recording retention.
4. AI Output and Customer Responsibilities
4.1 Nature of AI Output
Customer acknowledges and agrees that:
- AI Output is generated by artificial intelligence and may be inaccurate, incomplete, biased, or misleading;
- AI Output may be similar or identical to output generated for other customers;
- AI Output may not qualify for intellectual property protection;
- AI Output does not necessarily reflect Wappari's views or recommendations.
4.2 Customer's Responsibility for AI Output
4.2.1 Customer is solely responsible for evaluating all AI Output for accuracy, completeness, and suitability before using, distributing, or relying on such output.
4.2.2 Customer is solely responsible for all decisions, actions, and omissions based on or in reliance upon AI Output.
4.2.3 Customer shall not use AI Output as the sole basis for decisions that could have legal, financial, medical, or other significant consequences without appropriate human review and verification.
4.3 Customer Undertakings
Customer agrees that:
- Customer has assessed its needs and the Services selected are suitable for Customer's requirements;
- Customer will comply with all applicable laws while using the Services, including POPIA and the Electronic Communications Act 36 of 2005;
- Customer has read, understood, and agrees to comply with the Acceptable Use Policy;
- Customer will not do anything that may damage, impair, or interfere with the Services or any interconnected networks;
- Customer is responsible for all activities conducted through Customer's Account, including the content and data associated with it;
- Customer will keep Account credentials secure and notify Wappari immediately of any unauthorised access.
5. Fees and Payment
5.1 Subscription Fees
5.1.1 Customer shall pay the Subscription Fees applicable to Customer's selected Subscription Tier, as specified in the Order or pricing documentation.
5.1.2 Subscription Fees are invoiced in advance. Each Subscription Tier includes a specified number of bundled Credits per subscription period.
5.1.3 Unused bundled Credits do not roll over to subsequent subscription periods.
5.2 Credit Consumption
5.2.1 Credits are consumed per completed Business Process Workflow Thread, not per message. Different Thread types consume Credits at different Burn Rates based on processing complexity.
5.2.2 The applicable Burn Rates are published on the Wappari website and Customer portal. Customer acknowledges that Burn Rates may be amended from time to time upon thirty (30) days' written notice.
5.2.3 Customer can monitor Credit consumption via the Wappari portal.
5.3 Top-Up Credits
5.3.1 When bundled Credits are exhausted, Customer may purchase Top-Up Credits at the prevailing out-of-bundle rate published on the Wappari website or Customer portal.
5.3.2 Purchased Top-Up Credits do not expire and will carry over to subsequent periods until consumed.
5.4 Zero Balance and Suspension
5.4.1 If Customer's Credit balance reaches zero, the AI processing pipeline will be automatically suspended. Inbound messages will continue to be received but will not be processed until Credits are replenished.
5.4.2 Wappari will provide reasonable notice when Customer's Credit balance is running low. Customer can also track consumption in real-time via the Wappari portal.
5.5 Invoicing and Payment
5.5.1 Wappari will issue invoices for Subscription Fees in advance and for Top-Up purchases upon order.
5.5.2 Subscription Fees must be paid before the commencement of the applicable subscription period. For example, an invoice issued on 1 May for services commencing 1 June must be paid by 1 June.
5.5.3 Invoices will be deemed correct unless Customer raises a dispute or query in writing within thirty (30) days of receipt. Customer remains liable to pay all undisputed amounts pending resolution of any dispute.
5.5.4 Payments must be made in full without set-off, deduction, or counterclaim.
5.6 Price Changes
Wappari may change the Subscription Fees or other charges at any time upon thirty (30) days' written notice, except for charges based on Third-Party Service costs (including foreign exchange fluctuations) which may change without notice.
5.7 Taxes
All fees are exclusive of VAT and other applicable taxes. Customer is responsible for payment of all taxes, levies, and duties imposed by taxing authorities, excluding taxes based on Wappari's net income.
6. Term and Termination
6.1 Term
This Agreement commences on the Effective Date and continues until terminated by either party in accordance with this clause 6.
6.2 Termination for Convenience
Either party may terminate this Agreement for any reason upon One Month's Notice in writing to the other party.
6.3 Termination for Breach
Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within ten (10) days of receiving written notice specifying the breach.
6.4 Suspension
Wappari may suspend Customer's access to the Services immediately if:
- Customer fails to pay any amount when due;
- Customer's Credit balance reaches zero;
- Wappari reasonably believes Customer is using the Services unlawfully or in violation of the Acceptable Use Policy;
- Customer's use poses a security risk to the Services or other customers;
- Required by law or by Meta or other Third-Party Service providers.
6.5 Decommissioning Events
A Service Account will be permanently decommissioned upon Meta webhook events including:
- PARTNER_APP_UNINSTALLED — Customer deauthenticated or uninstalled the app
- PARTNER_REMOVED — WABA unshared with solution provider
- ACCOUNT_DELETED — WABA deleted
6.6 Effect of Termination
6.6.1 Upon termination, Customer must immediately discontinue use of the Services, and all rights granted under this Agreement will terminate.
6.6.2 Customer shall pay all outstanding Subscription Fees and other amounts due up to the date of termination, whether or not invoiced.
6.6.3 Customer will not be entitled to a refund of any Subscription Fees or other amounts already paid.
6.6.4 It is Customer's responsibility to export or download any Conversation Data prior to termination. Wappari may permanently delete Conversation Data within thirty (30) days following termination.
7. Data Protection and Privacy
7.1 Data Categories
The Services involve processing of the following data categories:
- Customer Account Information: Retained by Wappari for account administration, billing, and service provision.
- End User Context Data: Fetched via External API from Customer's systems during conversations. This data is processed statelessly — it is used in-session only and is not retained by Wappari.
- Conversation Data: Retained by Wappari to enable conversation continuity when End Users return for further interactions with Customer. Customer may delete Conversation Data at any time.
7.2 Data Processing Relationship
With respect to Personal Information contained in Conversation Data, Customer is the responsible party (data controller) and Wappari is the operator (data processor) as defined in POPIA.
7.3 Customer's Obligations
Customer warrants and undertakes that:
- Customer has obtained all necessary consents from End Users to collect and process their Personal Information through the Services;
- Customer's use of the Services complies with all applicable data protection laws, including POPIA;
- Customer will provide appropriate privacy notices to End Users regarding the processing of their data.
7.4 Wappari's Obligations
Wappari undertakes to:
- Process Conversation Data only in accordance with Customer's instructions and for the purpose of providing the Services;
- Implement appropriate technical and organisational measures to protect Conversation Data;
- Notify Customer without undue delay upon becoming aware of any Personal Information breach affecting Conversation Data;
- Comply with POPIA in its processing of Conversation Data.
7.5 Training Data
For the avoidance of doubt, Wappari does not use Conversation Data or End User Context Data to train AI models. Such data is used solely to provide the Services to Customer.
7.6 Aggregated Statistics
Notwithstanding the above, Wappari may collect and use aggregated, anonymised data derived from Customer's use of the Services for Wappari's own business purposes, including to improve the Services, provided such data does not identify Customer, any End User, or any individual.
7.7 Data Retention
7.7.1 End User Context Data fetched via the External API is not retained by Wappari. It is processed statelessly during the conversation session only.
7.7.2 Conversation Data is retained to enable conversation continuity when End Users return for further interactions with Customer. Customer may delete Conversation Data at any time via the Wappari portal or by request.
7.7.3 Service Account identity records (which do not contain conversation content) are retained permanently for audit and billing purposes, even after Conversation Data is deleted or the account is decommissioned.
7.7.4 Voice notes, call recordings, images, PDFs, and other media uploaded or generated during a Business Process Workflow Thread are retained only for the duration necessary to process the Thread. Within twenty-four (24) hours of Thread closure (whether by Payload completion or Vetted Lead outcome), all associated media is permanently deleted from Wappari's systems.
7.7.5 Media relevant to a completed Payload (such as images, PDFs, or voice recordings) is attached to the Payload delivery (e.g., email, webhook, or API response) at the time of delivery. Once delivered, the source media is deleted in accordance with clause 7.7.4. Customer is responsible for retaining any media required beyond this point.
8. Intellectual Property
8.1 Wappari IP
The Services, including all software, AI Technology, algorithms, conversation-native business process technology, interfaces, and documentation, and all intellectual property rights therein, are and remain the property of Wappari or its licensors. Nothing in this Agreement transfers any ownership rights to Customer.
8.2 Conversation Data
As between Wappari and Customer, Customer owns all right, title, and interest in Conversation Data. Customer grants Wappari a non-exclusive, royalty-free licence to use Conversation Data solely to provide the Services.
8.3 Feedback
If Customer provides any suggestions, recommendations, or feedback regarding the Services ("Feedback"), Customer grants Wappari a perpetual, irrevocable, royalty-free licence to use such Feedback for any purpose without attribution or compensation.
9. Limitation of Liability
9.1 Exclusion of Consequential Loss
To the maximum extent permitted by law, Wappari will not be liable to Customer or any third party for any indirect, consequential, special, incidental, or punitive damages, including loss of profits, revenue, business, goodwill, data, or anticipated savings, whether arising in contract, delict (including negligence), or otherwise, even if advised of the possibility of such damages.
9.2 Third-Party Services
Wappari depends on Third-Party Services to provide the Services. To the extent permitted by law, Customer agrees not to hold Wappari liable for any damages, losses, or expenses arising from the acts, omissions, or failures of Third-Party Service providers, including Meta, telecommunications carriers, and AI model providers.
9.3 Liability Cap
9.3.1 Subject to clause 9.4, Wappari's total aggregate liability for all claims arising out of or in connection with this Agreement, whether determined by a court, arbitrator, or through settlement, whether in contract, delict, or otherwise, shall not exceed the total Subscription Fees paid by Customer to Wappari in the six (6) months immediately preceding the event giving rise to the claim.
9.3.2 For the avoidance of doubt, this liability cap applies to damages awarded or agreed in legal or arbitration proceedings, not to operational complaints, service credits, or refund requests which are addressed through normal customer service processes.
9.4 Unlimited Liability
Nothing in this Agreement excludes or limits liability for fraud, gross negligence, wilful misconduct, or any liability that cannot be excluded or limited under applicable law.
10. Warranties and Disclaimers
10.1 Service Standard
Wappari will provide the Services in accordance with generally accepted industry standards and will use reasonable efforts to maintain availability of the Services.
10.2 Disclaimer
Except as expressly provided in these Terms, the Services and all AI Output are provided "as is" and "as available". Wappari disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
Wappari does not warrant that the Services will be uninterrupted, error-free, secure, or free of viruses or other harmful components, or that any AI Output will be accurate, reliable, complete, or suitable for Customer's purposes.
11. Indemnification
Customer shall indemnify and hold Wappari harmless from any claims, damages, losses, and expenses (including reasonable legal fees) arising from or relating to:
- Customer's use of the Services in violation of these Terms or the Acceptable Use Policy;
- Customer's violation of any applicable law or regulation;
- Conversation Data or Customer's collection, use, or disclosure thereof;
- Customer's use of or reliance upon AI Output;
- Any claims by End Users or third parties arising from Customer's use of the Services.
12. Force Majeure
12.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to: war, civil commotion, riot, acts of terrorism, fire, flood, storm, earthquake, epidemic or pandemic, acts of government, failure of Third-Party Services, power outages, load-shedding, telecommunications failures, or internet service interruptions ("Force Majeure Event").
12.2 The affected party must notify the other party within five (5) days of the Force Majeure Event arising, unless the event prevents such notice.
12.3 If a Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement upon written notice without liability.
13. General Provisions
13.1 Entire Agreement
This Agreement, together with any Order and the documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings, and representations.
13.2 Amendment
Wappari may amend these Terms from time to time by providing written notice (including by email) to Customer. Continued use of the Services after such notice constitutes acceptance of the amended Terms. If Customer does not agree to any amendment, Customer's sole remedy is to terminate this Agreement in accordance with clause 6.
13.3 Assignment
Customer may not assign or transfer this Agreement without Wappari's prior written consent. Wappari may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
13.4 Waiver
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 preclude any other or further exercise.
13.5 Severability
If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from this Agreement, and the remaining provisions shall continue in full force and effect.
13.6 Notices
13.6.1 Any notice required under this Agreement shall be in writing and delivered by email, registered post, or hand delivery to the addresses specified in the Order or Account registration.
13.6.2 Customer agrees to receive notices from Wappari electronically at the email address associated with Customer's Account.
13.7 Reseller Customers
If Customer has acquired access to the Services through a Reseller, Customer acknowledges that: (a) Customer's commercial relationship is with the Reseller and not directly with Wappari; (b) once referred by a Reseller, Customer may not subsequently become a direct customer of Wappari; and (c) Customer may transfer to a different Reseller, subject to Wappari's approval.
14. Governing Law and Dispute Resolution
14.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa.
14.2 Dispute Resolution
14.2.1 In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiations between senior executives within fourteen (14) days of written notice of the dispute.
14.2.2 If the dispute is not resolved through negotiation, the parties agree to refer the dispute to mediation under the rules of the Arbitration Foundation of Southern Africa (AFSA) before commencing any legal proceedings.
14.2.3 If mediation is unsuccessful within fourteen (14) days, the dispute shall be finally resolved by arbitration under AFSA's rules for expedited arbitrations, conducted in English in Cape Town.
14.2.4 Nothing in this clause prevents either party from seeking urgent interim relief from a court of competent jurisdiction.
14.3 Domicilium
Wappari chooses as its domicilium citandi et executandi for all purposes under this Agreement: [ADDRESS TO BE INSERTED]
15. Contact Information
For questions about these Terms or the Services, please contact:
Wappari Africa (Pty) Ltd
Email: [EMAIL TO BE INSERTED]
Website: [URL TO BE INSERTED]