CloudwowX

Terms

Terms and Conditions

CLOUDWOW (PTY) LTD t/a CLOUDWOWX
TERMS AND CONDITIONS 

Last Updated: 01/02/2026
Effective Date: 01/02/2026

IMPORTANT NOTICE
These Terms and Conditions (“Terms”) constitute a binding agreement between Cloudwow (Pty) Ltd t/a CloudwowX (“CloudwowX”, “Company”, “we”, “our”, “us”) and the subscribing customer (“Client”, “you”, “your”). If you do not agree, do not access or use any CloudwowX Systems or Services.

LEGAL RIGHTS NOTICE (SOUTH AFRICA)
Nothing in these Terms is intended to unlawfully limit, waive, or exclude any rights or remedies that cannot be excluded under applicable law (including the Consumer Protection Act, 68 of 2008 (“CPA”), where it applies, and the Protection of Personal Information Act, 4 of 2013 (“POPIA”)). Where the CPA applies, any mandatory CPA cancellation rights (including notice periods and “reasonable penalty” limits) apply to the extent required by law, and these Terms will be interpreted accordingly.

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SECTION 1 – GENERAL OVERVIEW & ACCEPTANCE

1.1 Introduction
These Terms govern the relationship between Cloudwow (Pty) Ltd t/a CloudwowX (“Company”) and any individual or legal entity (“Client”) who subscribes to, purchases, accesses, or uses any of our software-as-a-service (SaaS) products, platforms, systems, tools, integrations, websites, dashboards, APIs, demos, trials, prototypes, modules, or related professional services (collectively, “Services”)—whether existing now or introduced in the future.

By registering, subscribing, paying, accessing, logging into, browsing, testing, previewing, or using any CloudwowX website, platform, dashboard, demo, or service, the Client:
(a) confirms full understanding and acceptance of these Terms;
(b) enters into a legally binding commercial agreement with the Company;
(c) agrees that all service fees, once processed, provisioned, activated, or allocated, are non-refundable except where required by applicable law;
(d) acknowledges a minimum initial term of six (6) calendar months for all subscriptions unless the Company agrees otherwise in writing; and
(e) accepts that cancellation and downgrades require six (6) full calendar months’ written notice submitted and verified strictly in accordance with Section 2.7, and that all fees remain payable throughout the minimum term and notice period.

Access to or continued use of any CloudwowX Service constitutes ongoing acceptance of the most current version of these Terms as amended in accordance with Section 10.3.

1.2 Scope of Application & Automatic Binding Effect
These Terms apply to all present and future products, services, and platforms developed, owned, operated, licensed, or distributed by CloudwowX, including (but not limited to):
• ChatX – AI virtual assistants for websites, WhatsApp, and social platforms.
• WhatsX – WooCommerce WhatsApp automation for order updates, cart recovery, and customer communication.
• WSENDER – Bulk WhatsApp campaign manager for marketing and sales outreach.
• CloudwowX CRM – Customer relationship management, sales pipelines, invoicing, and integrated communications.
• DaVinciDeepAI – Generative AI tools for content, design, voice, video, and code assistance.
• AI Caller – Automated voice calling for lead qualification, appointments, and FAQ handling.
• MailX – Bulk email marketing and automation suite.
• OmniX – Social media scheduling, AI-assisted posting, analytics, and team collaboration.
• Landing Pages – Professionally designed and hosted web pages with limited revision entitlements.
• Any other software, integration, module, API, or platform released, branded, or rebranded under CloudwowX or any associated entity.

By engaging with any CloudwowX Services, you agree that these Terms automatically extend to all future products, features, upgrades, and platforms the Company introduces without requiring a new contract or signature.

1.3 Landing Page Conditions
Where landing pages or web assets form part of a service package, the following conditions apply:
1) Clients are entitled to up to ten (10) change requests within the first seventy-two (72) hours after initial delivery.
2) After that period, Clients may request up to three (3) minor changes per calendar month at no extra cost.
3) Additional changes or complete redesigns beyond these limits will be chargeable at the Company’s then-current rates.
4) Requests must be reasonable in scope and comply with our fair-use policy to protect system resources and production timelines.

Landing page development does not imply unlimited edits or lifetime modifications unless explicitly agreed in writing.

1.4 Service Commitment & Subscription Basis
All CloudwowX Services operate on a recurring subscription basis unless otherwise stipulated in writing.
• Each subscription is billed monthly in advance (unless otherwise agreed in writing).
• Services remain active and billable until formally cancelled under Section 2.7 and confirmed in writing by the Company.
• All cancellations and downgrades must be submitted in writing to accounts@cloudwowx.com and will only be effective once verified and confirmed in writing by the Company in accordance with Section 2.7.

1.5 Definitions
“Business Day” means Monday to Friday excluding South African public holidays.
“Client Data” means data, content, contact lists, messages, media, CRM records, campaign data, and other information uploaded, transmitted, processed, or stored by the Client through the Services.
“CloudwowX Systems” means any CloudwowX websites, dashboards, platforms, demos, prototypes, and Services.
“Notice Period” means the six (6) full calendar months’ notice required for cancellation/downgrade under Section 2.7 (subject to CPA where applicable).
“Minimum Term” means the initial six (6) calendar months lock-in period under Section 2.7 (unless otherwise agreed in writing).

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SECTION 2 – FEES, BILLING & PAYMENT TERMS

2.1 Subscription Fees
1) All CloudwowX products and services operate on a recurring subscription basis, unless otherwise stated in writing.
2) Subscription fees are published on the respective product pages, quotations, or official proposals supplied to the Client.
3) All fees are exclusive of VAT and applicable taxes, which shall be added to invoices where required by law.
4) The Client acknowledges that all payments made to the Company are strictly non-refundable, including but not limited to:
   • Setup fees, activation fees, or onboarding charges;
   • Monthly or annual subscription payments;
   • Fees for add-ons, integrations, usage overages, or upgrades;
   • Any charges incurred during the Minimum Term and/or Notice Period.
5) Refunds will only be processed where required by applicable law, and otherwise solely at the Company’s discretion.

2.2 Billing Cycle
1) Subscriptions are billed in advance on a monthly recurring cycle, beginning on the date of sign-up or activation.
2) Invoices are due upon issue unless otherwise specified in writing.
3) The Client remains liable for full payment of each billing cycle, regardless of level of usage during that period.
4) The Company may adjust billing dates to align with operational or accounting requirements, provided reasonable notice is given.
5) The Client acknowledges that access may be automatically suspended if invoices remain unpaid beyond the allowed grace period.

2.3 Payment Methods
1) Accepted payment methods include:
   • Credit or debit card;
   • Bank transfer;
   • PayFast, Stripe, or other approved payment gateways.
2) The Client must ensure payment details remain current and valid.
3) Failed payments may be automatically reattempted up to three (3) times within seven (7) days.
4) The Company reserves the right to suspend or terminate Services without prior notice if payment remains unsuccessful or invalid after repeated attempts.
5) Clients authorise CloudwowX to debit recurring subscription fees using their chosen payment method until written cancellation is received, verified, and processed according to Section 2.7.

2.4 Late or Non-Payment
1) Invoices not settled within seven (7) calendar days of the due date are deemed overdue.
2) The Company may suspend or limit access to Services until all outstanding amounts are paid in full.
3) Interest may be charged on overdue balances at 2% per month, calculated daily until full payment is received, to the extent permitted by law.
4) The Company may recover all reasonable legal, administrative, and collection costs incurred as a result of non-payment.
5) Suspended accounts remain liable for subscription fees during the suspension period, the Minimum Term, and any applicable Notice Period.

2.5 Refunds & Disputes
1) All payments are non-refundable except where required by applicable law.
2) Billing disputes must be raised in writing within seven (7) days from the invoice date; otherwise, the invoice is deemed accurate and binding.
3) Where the Company grants a discretionary refund, it will be processed using the same payment method within thirty (30) days.
4) Chargebacks or payment reversals initiated without first notifying the Company in writing constitute a material breach and may result in immediate suspension of Services and debt collection proceedings.

2.6 Pricing Adjustments
1) CloudwowX reserves the right to revise subscription fees, introduce new charges, or modify package structures at any time.
2) Clients will receive at least thirty (30) days’ written notice before any price adjustment takes effect.
3) Continued use after the effective date constitutes acceptance of revised pricing.
4) If a Client chooses to terminate due to a price change, the Minimum Term and Notice Period still apply from the date a valid cancellation is received and confirmed, subject to CPA where applicable.

2.7 Minimum Term, Cancellation, Downgrades & Notice Period (Fee Liability)
1) Minimum Initial Term (Lock-In).
Unless otherwise agreed in writing, every subscription is subject to a minimum initial term of six (6) calendar months starting on the activation or sign-up date (whichever is earlier). The Client remains fully liable for all fees during this Minimum Term, whether or not the Services are used.

2) Notice Period (6 Months).
After (or during) the Minimum Term, cancellation and downgrades require six (6) full calendar months’ written notice (“Notice Period”). The Notice Period starts on the first day of the calendar month following the Company’s written confirmation that the cancellation notice is valid and verified. All fees remain payable in full throughout the Notice Period.

3) How to Cancel (Only One Channel).
Cancellation or downgrade requests are only valid if emailed to accounts@cloudwowx.com from the Client’s authorised billing/contract email address (or a verified domain email for the Client). Requests via WhatsApp, social media, phone calls, verbal instructions, or any other channel are invalid and may be ignored.

4) Mandatory Information & Proof (Verification).
A valid cancellation request must include:
   4.1 Legal entity name, registration number (if applicable), VAT number (if applicable);
   4.2 Account/Subscription ID(s) and products to be cancelled/downgraded;
   4.3 Requested cancellation effective date;
   4.4 Full name, role, and contact number of the authorised signatory; and
   4.5 Proof of authority (any one or more of the following, as requested by the Company): company letterhead authorisation, director/member resolution, CIPC documents, signed mandate, or other reasonable verification.

5) Company Confirmation Required.
Cancellation is not effective until the Company issues written confirmation from accounts@cloudwowx.com acknowledging (a) receipt, (b) verification, and (c) the calculated final billing date.

6) No “Stop Paying” Cancellation.
Non-payment, payment reversal, chargeback, removal of payment method, or ceasing to use the Services does not cancel a subscription and does not suspend fee liability.

7) Amounts Payable on Cancellation/Downgrade.
Upon cancellation or downgrade, the Client remains liable for:
   7.1 All fees due up to the effective termination date (including during the Minimum Term and/or Notice Period);
   7.2 Any unpaid invoices, interest, administrative, and collection costs; and
   7.3 Any once-off charges, usage overages, add-ons, or third-party pass-through costs incurred prior to termination.

8) CPA Override (Where Applicable).
If the CPA applies and grants the Client mandatory cancellation rights for a fixed-term consumer agreement, the Client may cancel by giving the minimum notice required by the CPA (generally 20 business days), subject to a reasonable cancellation penalty as permitted by law. In such cases, this clause applies to the maximum extent permitted by law.

2.8 Debt Recovery, Collections, Credit Bureau Reporting & Legal Enforcement
1) Debt Collection & Enforcement.
If any amount is overdue, the Company may (without prejudice to any other rights):
   1.1 Suspend or restrict Services;
   1.2 Accelerate and claim immediate payment of all outstanding amounts due (including amounts due for the Minimum Term and/or Notice Period, where lawful);
   1.3 Hand the account to attorneys, a debt collection agency, or other authorised third parties; and
   1.4 Recover all reasonable legal, tracing, and collection costs on an attorney-and-own-client scale, to the extent permitted by law.

2) Credit Bureau Reporting (Where Lawfully Permitted).
The Client expressly acknowledges and consents that, where lawfully permitted, the Company may submit payment-default and delinquency information to credit bureaux and/or business-credit agencies for risk management and debt recovery purposes, subject to:
   2.1 Any applicable notice requirements (including at least 20 business days’ notice before submission of adverse information where required);
   2.2 Reasonable opportunity for the Client to cure the default or lodge a dispute in writing; and
   2.3 The Company taking reasonable steps to ensure the information is accurate, up-to-date, complete, and not misleading.

3) POPIA Processing.
The Client acknowledges that credit-control and debt recovery may involve processing of personal information (including sharing with operators such as attorneys, collectors, and credit bureaux) and consents to such processing to the extent permitted by POPIA and other applicable laws.

4) No Waiver.
The Company’s election to pursue (or not pursue) any remedy does not waive the Company’s right to pursue other remedies later.

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SECTION 3 – CLIENT RESPONSIBILITIES & ACCEPTABLE USE

3.1 General Responsibilities
1) By subscribing to and using any CloudwowX product, the Client agrees to:
   • Provide accurate, up-to-date registration, billing, and contact details at all times;
   • Maintain strict confidentiality and security of all login credentials, API keys, and access tokens;
   • Use Services solely for lawful business purposes in accordance with all applicable laws and regulations;
   • Ensure that all employees, contractors, agents, or third parties with access comply with these Terms;
   • Take full responsibility for all activities conducted through the Client’s account;
   • Promptly notify the Company of unauthorized access, suspected breach, or misuse of credentials.
2) CloudwowX software is designed for legitimate business use and may not be repurposed, resold, or replicated without written consent.

3.2 Compliance with Messaging, Data, and Communication Laws
1) The Client acknowledges that CloudwowX provides technology platforms for WhatsApp, email, voice, SMS, and social communications. Usage must comply with all applicable privacy, marketing, and data laws, including but not limited to POPIA, GDPR, CAN-SPAM, and third-party policies (e.g., Meta/WhatsApp, Google).
2) It is the Client’s sole responsibility to:
   • Obtain proper opt-in consent before sending promotional or automated communication;
   • Maintain verifiable records of consents;
   • Include unsubscribe/opt-out mechanisms where required;
   • Ensure content/campaigns comply with laws of the regions in which messages are sent.
3) CloudwowX is not liable for penalties, losses, or claims arising from the Client’s failure to comply.

3.3 Prohibited Activities
The Client shall not use, or permit the use of, CloudwowX Services for:
1) Sending unsolicited bulk messages (“spam”) without prior consent;
2) Distributing unlawful, defamatory, abusive, harassing, discriminatory, obscene, false, or misleading content;
3) Interfering with, disrupting, or gaining unauthorized access to systems, networks, databases, or accounts;
4) Hacking, scraping, phishing, reverse engineering, or vulnerability testing without written authorization;
5) Copying, cloning, sublicensing, reselling, or offering CloudwowX software to third parties without an official agreement;
6) Hosting/delivering content that infringes IP, privacy, or data laws;
7) Launching unreasonable workloads or repeated requests that exceed fair-use thresholds.
Violation may result in immediate suspension/termination without refund and may expose the Client to legal liability.

3.4 Fair Usage Policy
1) CloudwowX enforces a Fair Usage Policy (FUP) to maintain performance and fairness.
2) Bulk tools (WhatsX, WSENDER, MailX, OmniX, etc.) may be subject to daily/monthly thresholds.
3) The Company may throttle, pause, or restrict accounts whose usage strains resources or risks blacklisting infrastructure.
4) Repeated breaches may result in suspension and/or additional billing.
5) Fair use also applies to landing page changes, media uploads, and campaign requests.

3.5 Data Security & Confidentiality
1) CloudwowX maintains commercially reasonable safeguards.
2) No system is completely secure; the Company does not guarantee absolute protection.
3) The Client is responsible for: secure credentials, backups, authorized access controls, and reporting vulnerabilities.
4) CloudwowX is not liable for data loss/exposure resulting from Client negligence, misconfiguration, or Client-controlled third-party integrations.

3.6 Client Liability & Indemnification
1) The Client assumes full liability for actions performed through the account.
2) The Client indemnifies and holds harmless CloudwowX and its affiliates against claims/costs arising from:
   • Breach of these Terms;
   • Misuse of Services;
   • Violation of laws or third-party rights;
   • Transmission of prohibited/illegal content.
3) This obligation survives termination.

3.7 Acknowledgement of Responsibility
By using CloudwowX systems, the Client accepts responsibility for:
• Lawfulness/accuracy of uploaded data and communications;
• Ongoing compliance with privacy/marketing laws;
• Consequences of non-payment, misuse, or misconfiguration;
• Ethical and transparent use of tools.

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SECTION 4 – SERVICE DELIVERY, AVAILABILITY & SUPPORT

4.1 Service Delivery
1) Services are SaaS, hosted on third-party cloud infrastructure.
2) Delivered digitally via web portals, dashboards, mobile apps, and/or APIs depending on plan.
3) No physical goods are supplied unless agreed in writing.
4) Service delivery begins upon activation or credentials issuance.
5) All systems remain the Company’s IP and are licensed for temporary use during an active, fully paid subscription.

4.2 Service Availability
1) The Company strives for reliable access but does not guarantee uninterrupted service.
2) Interruptions may occur due to maintenance, security patches, network/hosting failures, third-party outages, and force majeure.
3) Such interruptions are normal in SaaS delivery; Client releases the Company from liability for downtime-related losses to the extent permitted by law.
4) The Company will make reasonable efforts to notify Clients of planned maintenance.

4.3 Service Levels & Disclaimer (No SLA Unless Separate)
1) Unless set out in a separate signed SLA, Services are provided on a best-effort basis.
2) The Company does not guarantee uptime percentages, response times, or financial credits/refunds for downtime.
3) The Client’s remedy for dissatisfaction is to use cancellation rights under Section 2.7 (subject to CPA where applicable).

4.4 Support Services (Email Only)
1) Standard support is provided only via email at support@cloudwowx.com.
2) Any ticketing system (if offered) is an email-based tracking mechanism and does not create additional support channels.
3) Business hours: Monday–Friday, 08:00–17:00 (SAST), excluding South African public holidays.
4) Requests via personal WhatsApp, phone calls, social media, or informal channels are not official support requests and may be ignored.
5) Billing and cancellations must be directed to accounts@cloudwowx.com.

4.5 Third-Party Dependencies
1) Services may integrate with external platforms (Meta/WhatsApp, Google, OpenAI, Stripe, PayFast, SMTP/API providers).
2) The Company cannot guarantee third-party availability or policy stability.
3) If third-party changes or Client misuse causes restrictions/suspensions, the Client remains liable for fees under these Terms.
4) The Company is not responsible for third-party initiated downtime, suspensions, API failures, or compliance changes.
5) The Client consents to necessary data sharing required for integration operation.

4.6 Modifications, Enhancements & Upgrades
1) The Company continually improves its platforms.
2) The Company may modify, enhance, deprecate features, rebrand, or migrate platforms at any time.
3) Material changes will be communicated with reasonable notice where practical.
4) Continued use after updates constitutes acceptance.

4.7 Limitation of Liability (Service Performance)
1) The Company is not liable for loss of data, revenue, or opportunities from downtime/third-party outages; delays caused by Client infrastructure; or indirect/consequential damages, to the maximum extent permitted by law.
2) Aggregate liability for claims relating to service delivery will not exceed the total subscription fees paid by the Client during the three (3) months immediately preceding the event giving rise to the claim, to the maximum extent permitted by law.
3) The Client’s remedy remains cancellation rights under Section 2.7 (subject to CPA where applicable).

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SECTION 5 – INTELLECTUAL PROPERTY & LICENSING

5.1 Ownership of Software, Systems & Content
1) All software, code, systems, designs, documents, templates, trademarks, databases, visual assets, and related IP developed, owned, licensed, or supplied by CloudwowX remain the exclusive property of the Company and/or its licensors.
2) Use of Services does not grant ownership rights to the Client.
3) Systems (ChatX, WhatsX, WSENDER, CRM, DaVinciDeepAI, AI Caller, MailX, OmniX, Landing Pages, etc.) remain proprietary and confidential.
4) The Client acknowledges these are trade secrets protected under law.

5.2 Client License to Use Services
1) Upon registration and payment, the Client receives a limited, non-exclusive, non-transferable, revocable license to use Services for internal business purposes only.
2) This license is conditional upon compliance and is valid only during an active, fully paid subscription.
3) Upon suspension/termination/cancellation, access ceases and credentials may be deactivated.
4) No sublicensing/assignment without prior written approval.

5.3 Restrictions on Use
Without written consent, the Client may not:
1) Copy/reproduce/distribute any part of the platforms or content;
2) Reverse-engineer/decompile/disassemble;
3) Modify/clone/create derivatives;
4) Rent/lease/sublicense/provide access to third parties;
5) Replicate models/pricing/features for competing systems;
6) Remove copyright notices/watermarks;
7) Use systems unlawfully or in breach of these Terms.

5.4 Client-Generated Content
1) Client retains ownership of original content created/uploaded, provided it is lawful and non-infringing.
2) Client grants Company a non-exclusive, royalty-free license to store/process/back up content to deliver Services.
3) Company will not sell Client content; disclosure only as required by law or necessary for operation.
4) Upon termination, data may be deleted/archived per Section 6.5.

5.5 Landing Pages, Templates & Custom Designs
1) All landing pages/templates/custom graphics developed by CloudwowX remain Company property unless agreed otherwise in writing.
2) Client receives a usage right only while subscription is active and paid.
3) Ownership/source files require a separate paid agreement.
4) Unauthorized copying/redistribution constitutes infringement and may result in legal action.

5.6 Trademarks & Branding
1) All marks associated with CloudwowX and sub-brands are Company trademarks or pending trademarks.
2) Client may not use marks without prior written consent.
3) Unauthorized use is a material breach and may result in suspension and legal action.

5.7 Intellectual Property in AI-Generated Outputs
1) AI features may generate outputs (“AI Outputs”) based on user prompts.
2) Client may use AI Outputs lawfully but acknowledges:
   • Outputs may not be unique;
   • Company/licensors retain ownership of underlying models and systems;
   • Company does not guarantee outputs are free of third-party rights or errors.
3) Client indemnifies Company for claims from misuse or unlawful publication.

5.8 Survival of Rights & Remedies
IP protections survive termination. Unauthorized post-termination use may result in injunctions, damages, and recovery of legal fees.

5.9 Managed Websites, Custom Development & Code Ownership

5.9.1 CloudwowX Systems and Code Remain Company Property
5.9.1.1 All systems, software, source code, scripts, automations, prompts, workflows, databases, configurations, and related technical assets created/installed/configured/customised by CloudwowX remain the exclusive property and IP of the Company.
5.9.1.2 This includes websites, landing pages, dashboards, integrations, AI flows, bots, automations, templates, and back-end logic built/deployed/maintained as part of any subscription or project.

5.9.2 Licence to Use While Subscription is Active
5.9.2.1 Client receives a limited, non-exclusive, non-transferable, revocable licence to use relevant websites/systems/code only while all subscriptions/fees are fully paid.
5.9.2.2 The licence grants functional access but not ownership/access to underlying source code, repositories, or documentation.
5.9.2.3 Client acknowledges they pay for access/usage, not ownership.

5.9.3 Effect of Cancellation, Suspension, or Non-Payment
5.9.3.1 Upon suspension/termination/cancellation, all licences cease.
5.9.3.2 Company may disable/remove/deactivate code, integrations, automations, dashboards, hosting components.
5.9.3.3 Client accepts systems may stop functioning or become inaccessible.
5.9.3.4 Company is not obligated to keep systems active, restore prior state, or provide migration unless agreed in writing and paid.
5.9.3.5 Resulting loss does not constitute grounds for refunds/claims.

5.9.4 Managed Services, Maintenance & “Black Box” Work
5.9.4.1 All optimisation, consulting, development, prompt engineering, workflow design are confidential know-how and IP.
5.9.4.2 Company need not disclose methods, scripts, repositories, or documentation to third-party developers.
5.9.4.3 High-level guidance may be provided at Company discretion and is not IP transfer.

5.9.5 No Right to Replicate or Transfer Solution
Client may not use access to build/clone/reverse-engineer/replicate solutions via another provider. Breach may result in suspension/termination/legal action.

5.9.6 Survival
Clause 5.9 survives indefinitely to the extent permitted by law.

5.10 Non-Disclosure & Confidentiality Agreement (NDA)

5.10.1 Automatic Confidentiality Upon Access
Accessing/logging into/viewing/testing any CloudwowX system binds the Client to this NDA, regardless of signing/payment.

5.10.2 Scope of Confidential Information
Confidential Information includes system design, workflows, prompts, dashboards, templates, pricing, processes, code, integrations, customer data, documentation, and any information reasonably understood as confidential.

5.10.3 Confidentiality Obligations
Client must keep Confidential Information confidential and may not disclose, download, screenshot, record, share, replicate, copy, distribute, or store it, except as expressly permitted in writing.

5.10.4 Prohibited Actions
Client may not use Confidential Information to build competing platforms, reverse engineer, replicate business models, or extract data without permission.

5.10.5 Protection of CloudwowX Clients and Data
Client may not contact/solicit/interfere with CloudwowX clients/leads/systems/databases. Exposure/misuse is prohibited.

5.10.6 Duration
Confidentiality obligations apply indefinitely.

5.10.7 Breach and Remedies
Breach is material. Company may suspend access and pursue damages/injunctions/arbitration/court relief and recover legal fees.

5.10.8 Non-Circumvention
Client will not circumvent Company by recreating systems through competitors based on Confidential Information.

5.10.9 Confirmation
By accessing systems, Client confirms acceptance of this NDA.

5.10.10 Survival
All NDA obligations survive indefinitely.

5.11 Automatic Binding of Terms Upon Access or Use
Any access, browsing, testing, previewing, or use binds the user to these Terms without signature. If you do not agree, you must cease access immediately.

5.12 Universal Intellectual Property Protection for All Development Work
All development/customisation/automation/workflows created/configured by Company remain Company IP. No transfer occurs regardless of payment. Client may not copy/replicate/rebuild competing products based on Company work. This clause prevails in conflicts and survives indefinitely to the extent permitted by law.

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SECTION 6 – DATA PROTECTION, PRIVACY & CONFIDENTIALITY

6.1 Compliance with Data Protection Laws
Company commits to privacy/confidentiality/security and complies with POPIA, GDPR (where applicable), and other relevant laws.

6.2 Roles and Responsibilities
1) Client is the Data Controller/Responsible Party for data uploaded/processed through Services.
2) Company is the Data Processor/Operator processing data on Client’s behalf to deliver Services.
3) Client is responsible for lawful collection/consent, accuracy, data subject requests, and disclosures to their contacts.
4) Company acts on documented lawful instructions unless required otherwise by law.

6.3 Data Collection & Usage
1) Company collects/processes data for provision/support/improvement/security.
2) Data may include account info, business details, logs, device/IP data, campaign communications, CRM records.
3) Data is not sold/rented for marketing.
4) Data may be shared with vetted sub-processors (hosting, payment gateways, communication APIs) as necessary.
5) Sub-processors are bound by confidentiality/data protection obligations.

6.4 Data Security & Storage
Company uses industry-standard controls (encryption, access controls, backups), but no system is immune. Breach handling includes investigation, notification where required, and mitigation.

6.5 Data Retention & Deletion
1) Company retains data as necessary for service delivery, legal compliance, dispute resolution, enforcement.
2) Upon cancellation/termination: account access disabled after termination date; data may be deleted within 90 days unless required otherwise; backups may persist encrypted.
3) Data exports must be requested in writing before termination effective date and may require verification/admin fees.

6.6 Confidentiality Obligations
Both parties must keep proprietary/commercial/technical info confidential. Exceptions: law/court order or advisors/subcontractors under confidentiality.

6.7 Data Responsibility & Indemnity
Client warrants lawful data/consent and indemnifies Company for losses/fines/claims from Client data misuse or unlawful processing.

6.8 Client Consent to Processing
By using Services, Client consents to processing/transmission/storage for delivering, supporting, improving, and securing Services, and receiving service-related communications.

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SECTION 7 – LIMITATION OF LIABILITY & INDEMNIFICATION

7.1 Limitation of Liability
To the maximum extent permitted by law, Company is not liable for indirect/incidental/consequential/punitive damages (lost profits, data loss, downtime, reputational harm, third-party integration issues).

7.2 Exclusion of Liability
Company is not liable for losses resulting from Client misconfiguration/misuse, third-party failures, unauthorized access beyond Company control, force majeure, platform policy changes, or Client-side deletion/integration errors.

7.3 Client Indemnification Obligations
Client indemnifies Company for claims/fines/costs (including legal fees) arising from misuse, breach, violations of laws/policies, Client content/campaigns, and failure to obtain consent.

7.4 Survival
This Section survives termination/cancellation.

7.5 Acknowledgement of Risk
Client acknowledges SaaS risks and uses Services at own risk; Client should maintain backups/contingency plans.

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SECTION 8 – SUSPENSION & TERMINATION OF SERVICES

8.1 Suspension of Services
Company may suspend/restrict access at its discretion for non-payment, breach, misuse, fraud, third-party policy violations, legal requests, or security incidents. Suspension may occur without prior notice if required to protect systems or comply with law. Billing obligations remain active during suspension.

8.2 Termination by the Company
Company may terminate immediately for material breach not remedied within seven (7) days of written notice (where practical), non-payment, fraud/unlawful conduct, security threats, legal requirements, or third-party provider withdrawal. Upon termination for cause, Client remains liable for all outstanding amounts; no refunds.

8.3 Termination by the Client
1) Client may terminate only by submitting a compliant written notice to accounts@cloudwowx.com in accordance with Section 2.7.
2) Terminations are subject to the six (6) month Minimum Term and six (6) month Notice Period unless agreed otherwise in writing, subject to CPA where applicable.
3) Client remains responsible for charges during Minimum Term and Notice Period whether or not Services are used.
4) Company may refuse/delay termination processing if request is incomplete, unverified, or unauthorised.

8.4 Effect of Termination
Upon termination (by either party):
• Client’s license to access/use systems ceases;
• Credentials, API keys, and integrations may be deactivated;
• Data may be deleted after retention periods;
• Outstanding amounts become immediately due.

8.5 Post-Termination Data & Account Access
Data export requests must be submitted during the Notice Period; exports may be subject to verification and administrative fees. After termination, Company has no obligation to provide access to data/backups.

8.6 Continuing Obligations
The following survive termination:
• Confidentiality (Section 6.6 and Section 5.10);
• Data responsibility/indemnification (Section 6.7);
• IP protections (Section 5);
• Limitation of liability/indemnity (Section 7);
• Payment and debt recovery obligations (Sections 2.4, 2.7, 2.8).

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SECTION 9 – GOVERNING LAW & DISPUTE RESOLUTION

9.1 Governing Law
These Terms are governed by the laws of the Republic of South Africa. Obligations are deemed executed in the Free State Province, South Africa.

9.2 Dispute Resolution Procedure
Parties will attempt to resolve disputes amicably through negotiation. Either party may request a meeting within ten (10) Business Days. If unresolved within fifteen (15) Business Days, dispute proceeds to arbitration under 9.3.

9.3 Arbitration through AFSA
Disputes will be referred to AFSA for final binding arbitration:
• Venue: Bloemfontein, Free State, South Africa;
• Language: English;
• Rules: AFSA Commercial Rules;
• Arbitrator decision: final and binding.
Each party bears its own legal costs and shares arbitrator fees unless award states otherwise.

9.4 Court Jurisdiction (Urgent Relief / Enforcement / Debt)
Either party may approach a competent South African court for urgent/interim relief, enforcement of arbitration awards, or debt recovery. Magistrate’s Court Bloemfontein or High Court Free State Division has exclusive jurisdiction for such proceedings.

9.5 Continuation of Services During Dispute
Client must continue paying fees during disputes unless Company instructs otherwise. Refusal to pay is a breach.

9.6 Good Faith and Cooperation
Parties will act in good faith and provide reasonably necessary information to resolve disputes.

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SECTION 10 – ENTIRE AGREEMENT & AMENDMENTS

10.1 Entire Agreement
These Terms, together with referenced policies/quotations/addenda, constitute the entire agreement and supersede prior communications. No statement binds the Company unless in writing and authorized.

10.2 Authority to Contract
The person accepting these Terms warrants authority to bind the Client. For entities, directors/members/authorized reps may be jointly and severally liable for payment obligations to the extent permitted by law.

10.3 Amendments to the Terms and Conditions
Company may amend these Terms to reflect changes in Services, pricing, laws, or operations. Amendments will be communicated in writing by email and/or via website/dashboard notice. Updated Terms take effect on the date stated in the notice, or if none, 30 calendar days after notification. Continued use after the effective date constitutes acceptance. If Client objects, the sole remedy is cancellation under Section 2.7 (subject to CPA where applicable).

10.4 Waiver
Failure to enforce any provision is not a waiver. Any waiver must be in writing and signed by the Company.

10.5 Severability
If any provision is invalid/unlawful/unenforceable, it is severed and replaced with a valid provision closest to the original intent; remainder remains in force.

10.6 Assignment and Transfer of Rights
Company may assign/subcontract rights/obligations to affiliates/successors without Client consent. Client may not assign without Company’s written consent. Unauthorised assignment is void.

10.7 Notices and Communication
1) All official notices must be in writing and sent to:
   • Support (technical/product): support@cloudwowx.com
   • Billing & cancellations (only): accounts@cloudwowx.com
   • Legal notices (unless otherwise specified): support@cloudwowx.com
2) Notices are deemed received:
   • Same Business Day if sent during business hours; otherwise next Business Day.
3) Client must keep authorized billing/contact emails current.

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SECTION 11 – FORCE MAJEURE

11.1 Definition
Force Majeure means events beyond reasonable control (natural disasters, power failures/load shedding, strikes, war/terrorism, epidemics, ISP failures, third-party outages, legislative changes, etc.).

11.2 Suspension of Obligations
Non-payment obligations may be suspended during Force Majeure (excluding payment obligations). Affected party must notify the other and mitigate impacts.

11.3 Limitation of Liability During Force Majeure
Neither party is liable for losses from Force Majeure where reasonable mitigation was attempted. Service interruptions do not entitle refunds/credits.

11.4 Termination Due to Extended Force Majeure
If Force Majeure continues beyond sixty (60) consecutive days, either party may terminate upon written notice. Client remains liable for fees accrued to termination date; no refund for unused subscription.

11.5 Continuing Payment Obligations
Force Majeure does not suspend Client’s obligation to pay for Services already rendered or invoices issued prior to the event.

11.6 Notice and Communication
Force Majeure notices must be emailed under Section 10.7 with sufficient detail.

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SECTION 12 – ASSIGNMENT & SUBCONTRACTING

12.1 Right of Assignment by the Company
Company may assign/transfer/cede rights and subcontract Services to third parties (hosting, payment processing, comms APIs, security, development). Company remains responsible for ensuring subcontractors comply with confidentiality/data protection obligations.

12.2 Client Restrictions on Assignment
Client may not assign/cede/transfer/delegate/sublicense rights or obligations without Company consent. This includes reselling accounts, granting third-party access, rebranding, or distributing Services (except under a reseller agreement). Breach may result in suspension/termination.

12.3 Change of Ownership or Business Structure
Client must notify Company within ten (10) Business Days of material ownership/merger/restructuring changes. Company may require verification/re-execution. Failure to disclose may result in suspension.

12.4 Subcontractors and Third-Party Providers
Client acknowledges and consents to use of third-party providers necessary for delivery. Company not liable for limitations arising from third-party actions where reasonable vendor selection occurred.

12.5 Binding Effect
These Terms bind successors and permitted assigns. Client obligations remain enforceable despite Company assignment.

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SECTION 13 – DISCLAIMER OF WARRANTIES

13.1 General Disclaimer
Services are provided “as is” and “as available”. Company disclaims warranties of merchantability/fitness, uninterrupted operation, error-free outputs, data integrity, and integration continuity, to the maximum extent permitted by law.

13.2 Platform Reliability and Availability
Company cannot guarantee continuous, error-free operation. Maintenance/outages do not constitute breach or justify refunds.

13.3 Client Responsibility for Intended Use
Client evaluates suitability. Company not liable for losses from Client misuse, inaccurate data, inadequate testing/oversight. AI outputs may be imperfect; Client must review for accuracy/compliance/tone before publication.

13.4 Third-Party Products and Integrations
No warranty of continued third-party availability/compatibility. Company not liable for disruptions due to third-party changes.

13.5 No Guarantee of Results
No guarantee of sales/conversions/ROI; results depend on Client strategy/execution/data quality.

13.6 Exclusion of Oral or Implied Representations
No advice/representation modifies these Terms unless in writing signed by authorised Company representative.

13.7 Client’s Acknowledgement
Client acknowledges risk, responsibility for compliance, and reasonableness of disclaimers as material terms.

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SECTION 14 – ACKNOWLEDGEMENT OF AGREEMENT AND ACCEPTANCE

14.1 General Acknowledgement
By registering/subscribing/purchasing/using Services, Client confirms they:
• Have read and accepted these Terms;
• Understand these Terms are binding without physical signature;
• Accept non-refundable payments except where required by law;
• Accept the Minimum Term and Notice Period under Section 2.7 (subject to CPA where applicable);
• Agree that cancellations must be emailed to accounts@cloudwowx.com and verified/confirmed in writing.

14.2 Client Representations and Warranties
Client represents they are at least 18 and have authority, information provided is accurate, and they will use Services lawfully and ethically.

14.3 Continuing Consent and Acceptance
Continued use after updates constitutes acceptance. Client must review Terms periodically.

14.4 Binding Effect
Terms bind Client successors/permitted assigns and extend protections to Company directors/officers/employees/affiliates/contractors/licensors.

14.5 Electronic Acceptance and Signature
Clicking “I Agree”, submitting payment/registration, accessing/logging in, or using Services constitutes valid legal consent equivalent to signature.

14.6 Final Declaration
Client declares understanding and acceptance of all clauses, including payment obligations, cancellation rules, liability limits, and compliance obligations.

14.7 Execution of Agreement
Agreement is deemed executed and binding upon first use, activation, access, or payment.

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END OF TERMS AND CONDITIONS

Cloudwow (Pty) Ltd t/a CloudwowX
Registration No.: 2018/547198/07
Address: 4 Alba Bouwer Street, Langenhoven Park, Bloemfontein, 9301, South Africa
Support Email: support@cloudwowx.com
Accounts/Cancellations Email: accounts@cloudwowx.com
Phone (General Enquiries): +27 65 504 8905

SECTION 15 – ENHANCED PROTECTIONS, THIRD-PARTY BENEFICIARIES, CUSTOM DEVELOPMENT OWNERSHIP & ENFORCEMENT

15.1 Third-Party Beneficiaries (Protection of People and Partners)
15.1.1 The Client agrees that the protections, limitations, disclaimers, exclusions of liability, indemnities, confidentiality obligations, intellectual property protections, and enforcement rights contained in these Terms are intended to benefit and may be enforced by:
(a) CloudwowX’s directors, officers, employees, agents, representatives, contractors, consultants, and shareholders;
(b) CloudwowX’s affiliates, related entities, successors, and assigns;
(c) CloudwowX’s licensors, suppliers, subcontractors, integration partners, hosting providers, data-centre/cloud providers, telecoms providers, payment processors, messaging/email/voice service providers, and API providers (collectively, “Protected Parties”).
15.1.2 To the maximum extent permitted by law, the Client releases and holds harmless the Protected Parties from any claims arising out of or relating to the Client’s use of the Services, except to the extent caused by proven gross negligence or intentional misconduct by the specific Protected Party (where such limitation is not prohibited by law).

15.2 Extended Indemnity (Including for Client Communications and Compliance)
15.2.1 The Client indemnifies, defends, and holds harmless CloudwowX and the Protected Parties against any and all claims, losses, liabilities, damages, penalties, fines, costs, and expenses (including legal costs on an attorney-and-own-client scale) arising from or related to:
(a) the Client’s breach of these Terms;
(b) the Client’s content, campaigns, communications, call scripts, message templates, opt-in/consent processes, and customer interactions conducted via the Services;
(c) the Client’s violation of any applicable law (including privacy, marketing, consumer, and credit-related laws) or any third-party platform policy (including Meta/WhatsApp, Google, email providers, payment processors);
(d) disputes between the Client and its customers, contacts, leads, staff, contractors, or third parties;
(e) any allegation that the Client’s communications are spam, unlawful, defamatory, misleading, or infringing;
(f) the Client’s misuse of AI outputs or reliance on AI outputs without appropriate review and verification.
15.2.2 This indemnity survives cancellation, suspension, or termination.

15.3 Absolute Ownership of All Custom Development, Code, Automations, and Technical Work
15.3.1 The Client acknowledges and agrees that ALL custom development and technical work produced, configured, installed, integrated, or delivered by CloudwowX (including but not limited to software, source code, scripts, prompts, workflows, automations, bots, CRM configurations, campaigns, templates, integrations, connectors, API logic, databases, schemas, web assets, landing pages, server configurations, tracking, analytics setup, and any other technical implementations) remain the exclusive intellectual property of CloudwowX and/or its licensors (“CloudwowX Development Assets”), whether:
(a) hosted on CloudwowX infrastructure;
(b) deployed to the Client’s domain, hosting, servers, repositories, or accounts; or
(c) created specifically “for” the Client as part of a subscription, retainer, project, once-off setup, or managed service.
15.3.2 The Client receives only a limited, non-exclusive, non-transferable, revocable licence to use the CloudwowX Development Assets while the Client remains fully paid and compliant with these Terms. No ownership, title, or right is transferred to the Client.
15.3.3 The Client has no right to access, request, or obtain:
(a) source repositories, source code, dev environments, technical documentation, internal prompts, workflows, or implementation details;
(b) “handover” to another developer or competitor to replicate the Services;
(c) migration assistance, exports, or reconstruction of solutions, except where CloudwowX agrees in writing and the Client pays all applicable fees in advance.
15.3.4 Any request for ownership, assignment, escrow, or buy-out of CloudwowX Development Assets must be agreed in a separate written agreement signed by CloudwowX and will be priced at CloudwowX’s sole discretion.
15.3.5 The Client may not copy, clone, reverse-engineer, decompile, recreate, or replicate any CloudwowX Development Assets (or substantially similar systems) or use any access to do so through another provider. Any attempt is a material breach and may result in immediate suspension/termination and legal action.

15.4 Non-Payment Enforcement, “Bad Payer / High-Risk” Status, and Credit Bureau Reporting (Lawful Only)
15.4.1 If the Client fails to pay any amount when due (including during the Minimum Term and/or Notice Period where applicable), CloudwowX may, without prejudice to any other rights:
(a) suspend, restrict, throttle, or terminate Services (in whole or part);
(b) disable automations, integrations, messaging, calling, email sending, dashboards, and access to features;
(c) withhold work, deliverables, changes, implementations, go-lives, releases, and support until full payment is received;
(d) accelerate and demand immediate payment of all amounts lawfully due, including interest, admin fees, and collection costs;
(e) hand the matter to attorneys, a debt collection agency, or other authorised recovery partners.
15.4.2 The Client acknowledges that CloudwowX may classify and record the Client internally as a “non-paying”, “bad payer”, “high-risk”, or “defaulting” client for operational risk management and credit-control purposes, provided that such records are maintained lawfully and in accordance with applicable privacy/data protection laws.
15.4.3 Credit Bureau / Business Credit Reporting (Where Lawfully Permitted):
(a) The Client expressly consents that CloudwowX may, where lawfully permitted, submit factual payment-default and delinquency information to credit bureaux and/or business credit agencies for risk management and debt recovery.
(b) Prior to submitting adverse information, CloudwowX will provide any legally required notice and opportunity to remedy or dispute the default (including any minimum notice period required by law and/or industry rules).
(c) Any reporting will be limited to accurate, relevant, and non-misleading information, and CloudwowX will act reasonably to correct any proven inaccuracies.
(d) If the Client disputes the debt in writing with reasonable supporting detail, CloudwowX may pause adverse reporting while the dispute is reviewed, where required by law or where commercially reasonable.
15.4.4 Nothing in this clause authorises unlawful “blacklisting” or unlawful disclosure. All enforcement actions will be taken only to the extent permitted by applicable law.

15.5 Injunctive Relief / Interdict and Urgent Protection
15.5.1 The Client acknowledges that breach of confidentiality, IP restrictions, non-circumvention, security obligations, or unauthorised access may cause irreparable harm.
15.5.2 CloudwowX may seek urgent interim relief (including an interdict/injunction), in addition to any other remedies, without first exhausting internal dispute steps where urgency requires it.

15.6 Costs of Enforcement
15.6.1 The Client agrees to pay all reasonable legal, tracing, collection, and enforcement costs incurred by CloudwowX (including attorney-and-own-client scale costs to the extent permitted by law) arising from the Client’s breach, non-payment, or enforcement of these Terms.


SECTION 16 – GENERAL PROTECTIVE PROVISIONS (ADDITIONAL)

16.1 No Partnership, Agency, or Employment Relationship
16.1.1 Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship between the parties.
16.1.2 The Client may not represent that it has authority to bind CloudwowX or any Protected Party.

16.2 No Exclusivity
16.2.1 The relationship is non-exclusive. CloudwowX may provide similar services to other clients, including competitors of the Client.

16.3 Non-Solicitation of Staff and Contractors
16.3.1 During the term of the Services and for twelve (12) months after termination, the Client may not directly or indirectly solicit, hire, contract with, or entice away CloudwowX employees, contractors, or consultants who were involved in delivering Services to the Client, without CloudwowX’s prior written consent.
16.3.2 If the Client breaches this clause, the Client agrees to pay a reasonable placement/transfer fee equal to six (6) months of the relevant person’s average monthly cost to CloudwowX (or another reasonable amount stated in writing), to the extent permitted by law.

16.4 Feedback and Suggestions
16.4.1 If the Client provides feedback, suggestions, or ideas, the Client grants CloudwowX a perpetual, irrevocable, royalty-free right to use, adapt, and incorporate such feedback into its products and services without compensation, provided CloudwowX does not disclose the Client’s confidential information.

16.5 Right to Refuse Service for Abuse, Harassment, or Unsafe Conduct
16.5.1 CloudwowX is committed to a safe working environment. CloudwowX may suspend or terminate Services if the Client (or its representatives) engage in abusive, threatening, harassing, discriminatory, or unsafe conduct toward CloudwowX staff, contractors, or partners.
16.5.2 In such cases, all payment obligations incurred up to the termination date remain payable, and no refunds apply except where required by law.

16.6 Client Reference and Branding (Optional – Protective)
16.6.1 Unless the Client opts out in writing, CloudwowX may list the Client’s business name and logo as a customer reference on CloudwowX’s website and marketing materials, provided no confidential information is disclosed.
16.6.2 The Client may opt out at any time by emailing support@cloudwowx.com, and CloudwowX will remove such references within a reasonable time.

16.7 Interpretation and Priority
16.7.1 Headings are for convenience only and do not affect interpretation.
16.7.2 Words in the singular include the plural and vice versa.
16.7.3 If there is a conflict between these Terms and an Order Form / written proposal / statement of work signed by CloudwowX, the signed document will prevail only for the specific conflict, and the remainder of these Terms remains in effect.

16.8 Survival
16.8.1 Any clause that by its nature is intended to survive termination (including payment obligations, debt recovery, confidentiality, IP ownership, restrictions on use, indemnities, limitations of liability, dispute resolution, and enforcement provisions) survives cancellation, suspension, or termination.

16.9 Entire Understanding for Section 15 and Section 16
16.9.1 Sections 15 and 16 are material terms intended to provide additional protections to CloudwowX and the Protected Parties and apply alongside all other Terms.

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