Terms of Service

Version: v1.3

Last updated: 28 September 2026

These Terms are a binding business-to-business software agreement between Whisprr (Pty) Ltd, registration number 2026/405640/07, of 24 Woods Crescent, Eagle Canyon, Honeydew, Johannesburg, Gauteng 2170, South Africa ("Whisprr", "we", "us"), and the customer identified in the accepted Order ("Customer", "you"). Nothing in the Agreement excludes a right or remedy that applicable law does not permit the parties to exclude.

1. Definitions and interpretation

1.1 In the Agreement:

• Acceptable Use Policy means Whisprr's then-operative Acceptable Use & AI Policy identified in the accepted legal package.
• Agreement means the documents listed in clause 2.
• AI Output means a reply, classification, extraction, summary or other output generated or materially assisted by artificial intelligence through the Service.
• Authorised User means a person the Customer permits to use its account.
• Billing Period means the paid monthly period beginning when the applicable full subscription charge is independently verified as successful.
• Customer Data means information submitted to, stored in or transmitted through the Service for the Customer, including conversation content, contacts, media, approved knowledge, channel metadata and operational records.
• Data Processing Terms or DPT means Whisprr's then-operative data processing terms.
• Order means the immutable Order Summary or signed order form accepted by the Customer and confirmed by Whisprr.
• Service means the hosted messaging, automation, AI-assisted communication, dashboard, support and related services expressly included in the Order.
• Whisprr Credit has the meaning in clause 11.

1.2 References to legislation include amendments and replacement legislation. "Including" does not limit the words that precede it. Headings assist reading and do not limit interpretation.

2. Contract formation and order of precedence

2.1 The Agreement comprises, in descending order of precedence to the extent of a conflict:

1. a bespoke agreement signed by both parties, but only for the matters it expressly varies;
2. the DPT for the processing of Customer Personal Information;
3. the accepted Order for the selected plan, price, scope and expressly agreed commercial exceptions;
4. these Terms; and
5. the Acceptable Use Policy.

2.2 Whisprr's Privacy Policy is a notice describing personal-information processing. It is not blanket consent and is not incorporated to reduce any statutory privacy right.

2.3 The Agreement is formed when an adult representative with authority to bind the Customer affirmatively accepts the displayed legal package and exact Order and Whisprr confirms that acceptance. Electronic acceptance and records may evidence the Agreement. Payment-method verification, the first full subscription charge and channel activation are separate later events.

2.4 The Service is intended for business use. A person accepting for an entity warrants that authority. A sole proprietor accepts both in that business capacity and personally. Whisprr may require reasonable identity, authority, fraud or eligibility verification. Acquisition is sales-assisted or invite-based unless Whisprr expressly enables another route; there is no right to anonymous self-service activation.

2.5 A purchase order or Customer document does not amend the Agreement unless Whisprr expressly agrees in writing to the identified amendment.

3. Service scope, onboarding and activation

3.1 Depending on the Order, the Service may include supported messaging channels, AI-assisted factual replies, classification, routing, escalation, human takeover, a shared dashboard, summaries, analytics, integrations, onboarding or professional services. No feature outside the Order, or labelled beta, preview, pilot, planned or roadmap, is committed functionality.

3.2 Standard plans provide one workspace and one WhatsApp number. Enterprise, custom workflows, unusual data types, additional channels, integrations, service levels and professional services require an express Order.

3.3 The Customer must supply complete and accurate onboarding information, approved knowledge, channel access, lawful instructions, required consents and suitably available staff. Delays or defects caused by missing, inaccurate or late Customer dependencies extend any indicative timeline. Unless expressly stated in the Order, implementation timeframes are targets, not service levels.

3.4 Whisprr may refuse or defer activation where legal, security, safety, payment, channel, technical or operational readiness requirements are not satisfied. A completed account, legal acceptance or card verification does not represent channel approval, paid activation or go-live.

4. Customer responsibilities

4.1 The Customer controls its business policies, products, prices, promises, approved knowledge, response boundaries, marketing permissions, restricted topics and escalation instructions. It remains responsible for its customer relationships, professional decisions and compliance obligations.

4.2 The Customer must:

a. provide accurate, current and lawful Customer Data and instructions;

b. hold the rights, notices, permissions and lawful basis required to collect, use and disclose Customer Data and to communicate through each channel;

c. review and approve knowledge, templates, workflows, restricted topics and escalation rules before use and keep them current;

d. test the configured Service, monitor it proportionately to risk and correct known material errors promptly;

e. keep trained staff reasonably available for human takeover and escalation;

f. comply with law, the Acceptable Use Policy and applicable channel rules; and

g. cooperate reasonably with incident, abuse, billing and compliance investigations.

4.3 Whisprr may rely on Customer instructions and materials without independently verifying every fact, but may reject or pause an instruction that appears unlawful, unsafe, technically unreasonable or inconsistent with the Agreement.

5. Accounts and security

5.1 The Customer must ensure that each Authorised User uses an individual account where supported, protects credentials and devices, uses available security controls, receives only appropriate permissions and is promptly removed when access is no longer required.

5.2 The Customer is responsible for activity by its Authorised Users and must promptly notify Whisprr of suspected compromise. Whisprr remains responsible for security obligations expressly imposed on it by the Agreement and law.

6. AI operation, limitations and human oversight

6.1 AI Output is probabilistic and may be inaccurate, incomplete, outdated, biased, inconsistent or unsuitable. Whisprr does not warrant that every error, complaint, unsafe request or escalation condition will be detected automatically.

6.2 Unless a separately documented, lawful and controlled use case expressly permits it, AI Output must not replace qualified human judgement for emergencies; medical diagnosis or treatment; legal, financial, credit, insurance or other regulated advice; safety-critical instructions; or decisions producing legal or similarly significant effects for a person.

6.3 The Customer must configure restricted topics and escalation paths, apply meaningful human review appropriate to the risk, and remain responsible for decisions and commitments made to its customers. Whisprr may block instructions, add safeguards or route matters to human handling, but those measures do not transfer the Customer's responsibilities to Whisprr.

6.4 Customer conversations do not automatically become approved knowledge. Whisprr does not use identifiable Customer conversations to train a public or general-purpose AI model without a separate written lawful arrangement.

7. Third-party channels and services

7.1 The Service depends on third-party channels and providers. Their availability, account approval, functionality, pricing and policies may change. The Customer must comply with applicable WhatsApp/Meta opt-in, template, commerce and other channel rules.

7.2 Under the standard arrangement, the Customer owns or controls its Meta/WhatsApp Business account, adds and maintains the required payment method, and pays Meta's messaging and channel charges directly. Those charges are separate from Whisprr fees and Credits. An agreed departure must appear in the Order.

7.3 Whisprr is not liable for a third-party outage, rejection, restriction, policy change or discontinuation that it did not cause, but this does not exclude responsibility for Whisprr's own breach, negligent implementation or unlawful conduct. If a provider change materially prevents an affected feature, Whisprr may modify or suspend it and will give reasonable notice where practicable.

8. Customer Data, privacy and confidentiality

8.1 As between the parties, the Customer retains its rights in Customer Data and customer-supplied knowledge. The Customer grants Whisprr and authorised providers a limited, non-exclusive right to host, copy, transmit, transform and otherwise process them only to provide, secure and support the Service, follow lawful instructions, prevent fraud or abuse, comply with law and create genuinely de-identified or aggregate information as permitted by the DPT.

8.2 The Customer warrants that it may lawfully provide and instruct the processing of Customer Data. Personal-information processing is governed by the DPT and applicable law.

8.3 Each party must protect the other's non-public commercial, customer, security and technical information using reasonable care, use it only for the Agreement, and disclose it only to personnel and advisers who need it and are bound by suitable duties, or where law requires disclosure. This clause does not cover information independently developed, lawfully received without restriction or public through no breach. If disclosure is legally compelled, the receiving party will give lawful advance notice where practicable.

9. Intellectual property and output

9.1 Whisprr and its licensors retain all rights in the Service, software, designs, general workflows, prompts, templates, documentation, know-how and improvements. Subject to the Agreement and payment, Whisprr grants the Customer a limited, non-exclusive, non-transferable right during the subscription to use the Service for its internal business operations and approved customer communications.

9.2 To the extent Whisprr has rights in AI Output created specifically for the Customer, Whisprr grants the Customer a worldwide right to use that output for its business. The Customer is responsible for reviewing it and acknowledges that output may not be unique and that third-party rights and legal restrictions may apply.

9.3 The Customer may not resell the Service as a standalone service, reverse engineer non-public logic, remove proprietary notices, access another tenant's data, circumvent controls or use the Service to build or train a competing platform, except where law does not permit the restriction.

9.4 Feedback may be used by Whisprr without charge, provided Whisprr does not identify the Customer or disclose its Confidential Information.

10. Plans, fees, taxes and billing

10.1 The Order is authoritative for the plan, ZAR fee, Billing Period, included Credits, users, workspace, number, support, features and any implementation charges. Standard future-new-customer plans are Starter at R1,499 per month with 1,000 Credits and 3 users; Growth at R2,999 per month with 3,000 Credits and 10 users; and Scale at R4,999 per month with 6,000 Credits and 25 users. Enterprise is negotiated. Existing signed v1 customers are not migrated without a new Order and acceptance.

10.2 Standard plans are monthly in advance, with no free trial, no standard activation fee, no annual commitment, no automatic overage and no automatic top-up. An Enterprise or bespoke Order may differ expressly.

10.3 Whisprr is not currently registered as a VAT vendor and does not currently charge VAT on its fees. If its legal tax status changes, the Order, checkout and invoices will be updated and any legally required notice or acceptance will occur before affected charges.

10.4 A secure payment provider may collect a disclosed R1 card-verification charge. After successful verification Whisprr requests a full R1 refund, but bank display and settlement timing are outside Whisprr's control. Whisprr stores permitted provider references and limited payment metadata, not raw card numbers or CVV.

10.5 The first full monthly charge may occur only after the separately disclosed onboarding, legal, payment-authority, channel and internal readiness gates. The paid subscription and included-Credit grant begin only after that full charge is independently verified as successful.

10.6 The Customer separately authorises the displayed first full charge and later monthly renewals. Top-ups always require separate one-off approval. Whisprr will not silently retry failed charges; a retry requires the disclosed Customer or authorised internal action.

10.7 Whisprr may change standard recurring prices on at least 30 calendar days' notice, effective only at an eligible later renewal and subject to renewed acceptance where law or the Agreement requires it.

11. Credits and top-ups

11.1 For a v2 Order, one Whisprr Credit equals one distinct AI-origin customer-facing reply first accepted by the messaging provider. Internal classification, retrieval, orchestration, summaries, escalation detection, identity work, human takeover, human messages, blocked or failed sends and technical retries do not independently consume Credits. Duplicate provider evidence must not debit the same logical reply twice.

11.2 Included Credits are granted once for a successfully paid Billing Period and expire without rollover at its end. Purchased Credits are applied under the then-operative consumption rules and do not expire under the current policy, but are usable only during an active eligible subscription or expressly permitted payment-grace period, subject to mandatory law. Credits are not cash and are not transferable.

11.3 Top-ups cost R0.80 per whole Credit. A purchase may contain 100 to 5,000 Credits, and standard self-service purchases may not exceed 10,000 successfully purchased Credits in a rolling 30-day period. Larger requirements route to Sales. The exact quantity, total, currency, tax treatment and pricing-rule version must be displayed and separately accepted.

11.4 There is no automatic top-up, automatic post-paid overage or credit overdraft. When usable Credits reach zero, billable AI replies pause while technically supported inbound capture, dashboard access, history, human handling and billing access continue.

12. Renewal, plan changes, cancellation and failed payment

12.1 Standard plan changes take effect at the next renewal without mid-cycle proration. The changed fee, allowance and limits must be displayed before confirmation.

12.2 The Customer may cancel future renewal through the available account process or written notice. Cancellation ordinarily takes effect at the paid-period end. There is no standard cancellation fee or automatic refund for an unused portion, except for a billing error, material unremedied breach or remedy required by law.

12.3 A failed renewal grants no new included Credits. Existing eligible purchased or promotional Credits may be used during a three-calendar-day payment grace period. Thereafter billable AI replies pause. Unless payment is verified or another arrangement is agreed, Whisprr may cancel the standard subscription on day 14 after the missed renewal following appropriate notice. Reactivation begins a new paid period under the then-accepted Order.

12.4 Any statutory cooling-off, fixed-term, early-cancellation, refund or other consumer right that applies to a particular Customer or transaction prevails over an inconsistent provision. No statement in this clause represents that the Consumer Protection Act or ECTA is inapplicable merely because the Service is used for business.

13. Support, availability and changes to the Service

13.1 Whisprr will provide the paid Service with reasonable skill and care and make reasonable efforts to remedy reproducible material faults reported with sufficient detail. Support channels and response targets are those in the Order.

13.2 Unless an Order contains a service-level agreement, Whisprr does not promise uninterrupted availability, a particular response time, error-free AI Output or a business result. Planned and emergency maintenance may affect access.

13.3 Whisprr may improve or modify the Service. It will not materially reduce essential paid functionality during a paid period without reasonable notice, except where necessary for law, safety, security or a third-party dependency.

14. Warranties and disclaimers

14.1 Each party warrants that it has authority to enter the Agreement and will comply with law applicable to its performance. Whisprr warrants that it will provide the Service substantially in accordance with the Order and with reasonable skill and care.

14.2 Except for express warranties and mandatory law, the Service and AI Output are provided on an "as available" basis. Whisprr does not warrant that the Service will be uninterrupted, that third-party channels will accept an account or message, that AI Output will be accurate or unique, or that the Service will achieve a particular revenue, staffing, compliance or customer-service result.

15. Liability

15.1 Neither party is liable for indirect, special or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill or business opportunity, to the extent such loss is not a direct and reasonably foreseeable result of the breach and the exclusion is lawful.

15.2 Subject to clause 15.3, each party's aggregate liability arising from the Agreement is limited to the subscription fees paid or payable for the affected Service during the six months immediately preceding the first event giving rise to the claim, or, if the Service has existed for less than six months, the fees paid or payable for that shorter period. Once-off top-ups and implementation fees are excluded from the cap unless the claim concerns that item.

15.3 The cap and exclusions do not apply to unpaid fees; fraud or fraudulent misrepresentation; wilful misconduct or gross negligence; death or personal injury caused by negligence; infringement or misappropriation of the other party's intellectual property or Confidential Information; a party's indemnity obligations; or liability that applicable law does not permit to be excluded or limited. Liability for a breach of confidentiality, data-protection duties or security obligations that is not already uncapped under this clause is capped at twice the amount in clause 15.2.

15.4 Each party must take reasonable steps to mitigate recoverable loss. Nothing in this clause makes Whisprr liable for the Customer's business decisions, unlawful communications or inaccurate Customer Data, or excludes Whisprr's responsibility for its own conduct.

16. Customer indemnity

16.1 The Customer indemnifies Whisprr against a third-party claim, regulatory demand, damage and reasonable external legal cost to the extent directly caused by the Customer's unlawful Customer Data or instructions; infringement by Customer-supplied material; the Customer's products, services or promises; unlawful marketing or messaging; or a material breach of the Acceptable Use Policy.

16.2 The indemnity does not apply to the extent the claim was caused by Whisprr's breach, negligence, unlawful conduct or unauthorised modification. Whisprr must give prompt notice, allow the Customer reasonable control of the defence and settlement, and provide reasonable cooperation. The Customer may not settle in a way that admits fault by or imposes a non-monetary obligation on Whisprr without consent, not unreasonably withheld.

17. Suspension

17.1 Whisprr may proportionately restrict or suspend the affected feature or account for serious misuse; a material security, fraud or safety risk; non-payment after applicable notice or grace; a legal or regulator requirement; or a third-party channel restriction.

17.2 Whisprr will give reasonable notice and an opportunity to remedy where practicable, limit suspension to what is reasonably necessary, and restore access when the reason is resolved. Immediate action is permitted where delay creates material risk.

18. Term and termination

18.1 The Agreement begins on formation and continues until the Order ends. Either party may terminate for a material breach not remedied within 10 business days after written notice, or immediately where the breach is incapable of remedy, involves serious unlawful or dangerous conduct, or insolvency law permits termination.

18.2 On termination, access and future billing end as stated in the Order; accrued payment and other rights survive; and the Customer must cease using Whisprr IP. Clauses intended by nature to survive, including ownership, confidentiality, liability, indemnity, payment and data-return obligations, continue.

19. Export, deletion and retained records

19.1 The Customer may request an available tenant-scoped export during the Service and within 30 calendar days after termination. The export window does not extend the deletion deadline.

19.2 Subject to lawful retention exceptions and information still required for an active Service, Whisprr will delete or irreversibly de-identify identifiable Customer Data in active systems as soon as reasonably practicable and no later than 60 days after termination or a valid deletion request.

19.3 Limited accounting, legal, security, fraud, dispute and acceptance records may remain for their applicable lawful periods, protected and restricted to that purpose. Residual copies may remain temporarily in protected provider backups until their normal lifecycle expires, are not used for ordinary processing, and deletion or de-identification will be re-applied if a backup is restored.

19.4 Genuinely de-identified product-development data may be retained for up to 24 months, after which it must be deleted or further aggregated. Irreversible aggregate statistics that cannot reasonably identify a person may be retained longer.

20. Changes to legal terms

20.1 Whisprr may update the Agreement with reasonable notice. A material increase in recurring price, reduction of essential paid functionality, expansion of identifiable-data use, or material change to liability or Customer duties takes effect only at an eligible renewal and with renewed acceptance where required.

20.2 Urgent changes required by law, safety, security or channel rules may take effect sooner with notice as soon as reasonably practicable. Existing signed v1 customers are not silently moved to v2 terms.

21. Force majeure

Neither party is liable for delay or failure caused by an event beyond its reasonable control, including widespread network or provider outage, government action, natural disaster, civil disturbance or labour disruption, provided it takes reasonable steps to mitigate and resumes performance when practicable. This clause does not excuse payment already due or obligations that can reasonably continue.

22. Notices

22.1 Contract and support notices to Whisprr must be sent to jordan@whisprr.co.za and, for formal notices, may also be delivered to the address above. Whisprr may send notices to the Customer's account or Order contact. A notice is received when delivered without a failure message, or on delivery at the physical address.

22.2 Privacy and information-access requests may be sent to Whisprr's Information Officer, Jordan Albertyn, at jordan@whisprr.co.za.

23. Assignment

Neither party may assign the Agreement without the other's prior written consent, not unreasonably withheld, except to an affiliate or as part of a bona fide merger, reorganisation or sale of substantially all relevant business assets, provided the assignee can perform the obligations and the assignment does not materially reduce the other party's protections.

24. General

24.1 A waiver is effective only in writing and for the specified instance. If a provision is unenforceable, it must be limited to the minimum necessary and the remainder continues. The Agreement is the entire agreement about its subject and replaces prior proposals on that subject, without excluding fraud.

24.2 The parties are independent contractors. The Agreement creates no partnership, agency, employment or fiduciary relationship. No person other than the parties has a right to enforce it, except where law provides otherwise.

25. Disputes and governing law

25.1 South African law governs the Agreement. Before starting proceedings, a party must give written details of the dispute and senior representatives must attempt in good faith to resolve it for 10 business days. This does not prevent urgent relief, debt collection or a complaint to a regulator or consumer body.

25.2 The competent South African courts have jurisdiction, subject to any mandatory forum or right under applicable law. The parties may agree in writing to mediation.

26. Contact

Whisprr (Pty) Ltd

Registration: 2026/405640/07

24 Woods Crescent, Eagle Canyon, Honeydew, Johannesburg, Gauteng 2170, South Africa

Email: jordan@whisprr.co.za