Commercial Terms of Service

1. Parties and Definitions

1.1 These Commercial Terms form a binding agreement between WPPBX and the business entity that uses the Services (the "Customer").

1.2 In these Commercial Terms:

• "Services" means the hosted private branch exchange platform operated by WPPBX, the Reseller Portal, the partner directory at partners.wppbx.com, and the related tooling, documentation and support provided to the Customer;
• "Partner" means an organisation approved by WPPBX to resell, integrate or implement the Services under these Commercial Terms and the separate Reseller Policy of Service;
• "Subscriber Data" means data processed by the Services on behalf of the Customer or its end users;
• "Order Form" means the online checkout record, quotation, statement of work or other ordering document under which Services are procured.

2. Orders, Provisioning and Acceptance

2.1 Orders are placed through an Order Form, an online checkout, or the Reseller Portal. The Customer warrants that the individual placing the order is authorised to bind the Customer.

2.2 Provisioning of the Services occurs once payment has cleared or a credit arrangement is approved in writing. WPPBX may decline any order at its discretion where compliance, credit or risk concerns apply.

2.3 The Customer will maintain accurate account, billing and regulatory information in the Reseller Portal at all times and will respond promptly to reasonable verification requests from WPPBX.

3. Fees, Invoicing and Taxes

3.1 Fees are set out in the applicable Order Form or pricing page. Unless otherwise agreed in writing, fees are payable in advance, are exclusive of value-added tax, sales tax or equivalent indirect taxes, and are refundable in accordance with our Refund and Cancellation Policy.

3.2 Taxes are added at checkout where WPPBX is registered to collect them, or otherwise as required by law. Where a reverse-charge mechanism applies, the Customer will self-account for the applicable tax in its jurisdiction.

3.3 Late payments accrue interest at the maximum rate permitted by applicable law and may result in suspension of the Services in accordance with section 5 below.

3.4 Annual subscriptions are discounted from the equivalent monthly rate as published at checkout. The Customer acknowledges that the discount compensates WPPBX for the forward commitment and is not available pro-rata on early cancellation once the refund period in our Refund and Cancellation Policy has passed.

4. Term, Renewal and Termination

4.1 Subscriptions run for the term specified in the Order Form and auto-renew for successive periods of equal length unless either party gives written notice of non-renewal no later than thirty (30) days before the end of the then-current term.

4.2 Either party may terminate these Commercial Terms or any subscription for a material breach by the other party that is not cured within thirty (30) days of written notice of the breach.

4.3 WPPBX may terminate immediately, with written notice, where the Customer (a) commits a material breach that is not capable of cure, (b) becomes insolvent or subject to winding-up proceedings, (c) is sanctioned under applicable law, or (d) uses the Services in a manner that creates immediate risk of regulatory enforcement or harm to third parties.

4.4 On termination, the Customer’s right to use the Services ceases and accrued payment obligations remain due. Provisions intended to survive termination, including those relating to intellectual property, confidentiality, data protection, limitation of liability, indemnities, audit and dispute resolution, survive accordingly.

5. Suspension

5.1 WPPBX may suspend the Customer’s access to the Services, any tenant, or any feature, with or without prior notice, where (a) payment is overdue and the applicable grace period has expired, (b) WPPBX reasonably believes continued service creates material risk of harm to the platform, other customers or third parties, or (c) continued service would breach applicable law or a binding order.

5.2 Where suspension is not payment-related, WPPBX will make reasonable efforts to notify the Customer and provide a reasonable opportunity to remedy the circumstances. Suspension does not relieve the Customer of accrued payment obligations and does not extend the term of any subscription.

6. Customer and Partner Obligations

6.1 The Customer will:

• Use the Services only in accordance with these Commercial Terms, the Acceptable Use Policy and applicable law;
• Secure its account credentials, API keys and two-factor authentication devices, and notify WPPBX within forty-eight (48) hours of any suspected compromise;
• Accept responsibility for the acts and omissions of its end users and for content and traffic originated under its account;
• Cooperate with WPPBX in security incident response and in lawful regulatory or law-enforcement inquiries.

6.2 Partners are additionally bound by the Commercial Terms and by the Reseller Policy of Service presented in the Reseller Portal.

6.3 The Customer acknowledges that the Services do not provide emergency-services calling (including 911, 112, 999 and 10111). The Customer will inform every end user of this limitation and maintain an alternative means of contacting emergency services.

7. Intellectual Property

7.1 The Services, including all software, documentation, brand assets and trade marks, are owned by WPPBX or its licensors. The Customer receives a non-exclusive, non-transferable, revocable licence to use the Services during the term of its subscription, limited to the scope of the applicable Order Form.

7.2 The Customer retains ownership of Subscriber Data. The Customer grants WPPBX a non-exclusive licence to host, process and transmit Subscriber Data to the extent necessary to provide the Services.

7.3 Feedback volunteered by the Customer about the Services may be used by WPPBX without restriction, without obligation of confidentiality and without compensation.

8. Confidentiality

8.1 Each party will protect the other’s confidential information with the same degree of care it uses for its own confidential information, and at least with reasonable care, and will use such information only to perform its obligations or exercise its rights under these Commercial Terms.

8.2 These obligations do not apply to information that is (a) in the public domain other than through breach of this section, (b) rightfully received from a third party without restriction, (c) independently developed, or (d) required to be disclosed by law or regulatory order, provided the receiving party gives prompt notice where legally permissible.

9. Data Protection

9.1 Processing of personal data under the Services is governed by the Privacy Policy, the Non-User Privacy Policy and, where applicable, a separately executed Data Processing Addendum. WPPBX complies with the Protection of Personal Information Act, 2013 (South Africa) and the EU General Data Protection Regulation in respect of in-scope processing activities.

9.2 The Customer represents that it has the lawful basis required to place personal data into the Services and to instruct WPPBX to process it for the purposes of operating the Services.

10. Warranties and Disclaimers

10.1 WPPBX warrants that the Services will materially conform to the published documentation and will be provided with reasonable skill and care.

10.2 Except as expressly stated in these Commercial Terms, the Services are provided "as is". To the maximum extent permitted by applicable law, WPPBX disclaims all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy and uninterrupted availability.

11. Limitation of Liability

11.1 Except for liability that cannot be excluded or capped under applicable law, each party’s total aggregate liability arising out of or in connection with these Commercial Terms is limited to the fees paid or payable to WPPBX in the twelve (12) month period immediately preceding the event giving rise to the liability.

11.2 Neither party is liable for indirect, incidental, special or consequential damages, including lost profits, revenues, data or goodwill, whether in contract, tort (including negligence) or otherwise, arising out of or in connection with these Commercial Terms.

11.3 The exclusions and caps in this section do not apply to liability for death or personal injury caused by a party’s negligence, fraud or fraudulent misrepresentation, or other liability that cannot lawfully be limited.

12. Indemnities

12.1 The Customer will indemnify, defend and hold harmless WPPBX, its affiliates, subprocessors and personnel from and against any third-party claim arising out of or in connection with (a) the Customer’s breach of these Commercial Terms or of the Acceptable Use Policy, (b) Subscriber Data, (c) telecommunications or privacy complaints against the Customer’s use of the Services, and (d) failure, delay or misrouting of an emergency call as described in section 6.3.

12.2 WPPBX will defend the Customer against any third-party claim that the unmodified Services, when used as permitted under these Commercial Terms, infringe a subsisting intellectual property right of the claimant, and will pay damages and costs finally awarded against the Customer or agreed in settlement, subject to the liability cap in section 11.1.

13. General

13.1 Assignment. Neither party may assign or transfer these Commercial Terms without the other’s written consent, which will not be unreasonably withheld. WPPBX may assign to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets.

13.2 Notices. Contractual notices to WPPBX must be sent to [email protected]. Notices to the Customer are sent to the billing contact in the Reseller Portal.

13.3 Governing law. These Commercial Terms are governed by the laws of the Republic of South Africa, without regard to its conflict-of-laws rules.

13.4 Dispute resolution. Commercial disputes between WPPBX and Partners or direct business customers that cannot be resolved through good-faith negotiation may, at the election of either party, be referred to binding arbitration seated in Johannesburg, South Africa, under the rules of the Arbitration Foundation of Southern Africa (AFSA), with a single arbitrator appointed by AFSA. The arbitrator’s award is final and enforceable in any court of competent jurisdiction. Disputes with consumers are handled under the Dispute Resolution page and are not subject to mandatory arbitration.

13.5 Entire agreement; amendment. These Commercial Terms, together with the documents they reference and any signed master services agreement, form the entire agreement between the parties in respect of the Services and supersede all prior negotiations, representations or agreements on the same subject matter. Amendments are effective only when published through the Policy Manager or agreed in writing.

13.6 Severability. If any provision of these Commercial Terms is held unenforceable, the remainder continues in full force and effect.

13.7 Contact. Commercial queries: [email protected].