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Legal · Wakamoso Platform

Subscriber Agreement

The agreement between Wakamoso Africa and each Tenant subscribing to the Wakamoso Platform, governing use of the Services, Questionnaires, Personal Information, the Ethics Review Office process, and related obligations under POPIA and the laws of the Republic of South Africa.

Version 3.0 · Effective 25 May 2026 · Supersedes v2.0.072024

Wakamoso Africa (Pty) Ltd, registration 2022/762282/07, 14 King Street, Irene, Centurion 0062, South Africa.

Information Officer: Mélani Prinsloo (CEO). Deputy Information Officer: Michael Matthews (CIO). Contact: info@wakamoso.africa.

Information Regulator Registration Number: 2026-018959 (registered 25 May 2026). Internal counsel review: Malusi Mazibuko, internal counsel to Wakamoso Africa (Pty) Ltd.

This is the Subscriber Agreement between Wakamoso Africa (Pty) Ltd (‘Wakamoso’) and each Tenant subscribing to the Wakamoso Platform. It governs the Tenant’s use of the Platform, the Services, Questionnaires, Personal Information, and related obligations under the Protection of Personal Information Act, 2013, and the laws of the Republic of South Africa.

By registering as a Tenant on the Platform, the Tenant accepts this Agreement and is bound by it from the Commencement Date.

1. Definitions

In this Agreement, the following expressions bear the meanings assigned to them below, and cognate expressions bear corresponding meanings:

1.1 “Affiliates” means in relation to either Party, any company which at the relevant time is a subsidiary or holding company of such Party, or is a subsidiary of any such holding company, or any person directly Controlling, Controlled by, or under common Control with, such Party at any time during the period for which the determination of affiliation is made;

1.2 “AFSA” means the Arbitration Foundation of South Africa;

1.3 “Agreement” means this Agreement together with all notices and addenda attached hereto, as may be amended by Wakamoso from time to time on written notice to the Tenant;

1.4 “Applicable Laws” means all laws, regulations, statutes, ordinances, codes, rules, guidelines, directives, and governmental requirements or provisions applicable within the Republic of South Africa, as well as any international treaties or agreements ratified by South Africa that pertain to the subject matter of this Agreement, which applies to a specific Party or other entity referred to in this Agreement and its business and other activities. This includes, but is not limited to, POPIA and any other relevant legislation or legal frameworks governing the rights and obligations of the Parties in relation to the provision and use of the Services provided under this Agreement within the jurisdiction of the Republic of South Africa;

1.5 “Association” means without limitation any association, body, entity or regulator, if any, that from time to time regulates or oversees the collection, processing and provision of Personal Information, data gathering, information gathering, and/or the provision of services similar to that which the Tenant provides;

1.6 “Audit Committee” means Wakamoso, its representatives, and/or any independent third party authorised to conduct the compliance audit in terms of clause 7;

1.7 “Breach Notification” means a notification by the Tenant to Wakamoso, in writing within 24 (twenty-four) hours of becoming aware, of any unauthorised access, loss, alteration, or disclosure of Personal Information that the Tenant obtained from Wakamoso, the Platform, or a Data Subject;

1.8 “Business Day” means any day other than a Saturday, Sunday or proclaimed public holiday in the Republic of South Africa;

1.9 “Commencement Date” means the date upon which the Tenant registers for the Services and agrees to be bound by the terms and conditions of this Agreement;

1.10 “Confidential Information” means all information which is confidential in nature, including but not limited to Personal Information which belongs to a Party and which is disclosed (whether in writing, orally or by any other means and whether directly or indirectly) by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) whether before or after the Commencement Date and which is marked as confidential or which by its nature can reasonably be regarded as being confidential and shall include, without limitation, information relating to the Disclosing Party’s customers, operations, processes, policies, plans or intentions, products and services, technical information, know-how, design rights, patents, trade secrets, market opportunities, finances and business affairs;

1.11 “Control” means the ability, by virtue of ownership, rights of appointment, voting rights, management agreement, or other agreement of any kind, to control or direct, whether directly or indirectly, the board or executive body or decision-making process or management of any company, non-profit company, or entity or appointee. The terms “Controlling” and “Controlled” shall have a corresponding meaning;

1.12 “Cross-Border Transfer” means any transfer of Personal Information to a recipient, system, or storage location outside the Republic of South Africa, governed by Section 72 of POPIA;

1.13 “Data Subject” means for the purposes of this Agreement, a unique user to whom Personal Information relates included in the Tenant’s data analysis reflected on the Tenant’s Dashboard;

1.14 “Data Subject Reward” means the applicable reward payable by Wakamoso and/or the Tenant as the case may be, to the Data Subject(s) in return for the Data Subject’s participation in the Tenant’s use of and activities on the Platform, such as (but not limited to) answering Questionnaires published on the Platform by the Tenant. The reward is framed and offered as compensation for the Data Subject’s time and participation, and is not payment for personal information;

1.15 “Ethics Framework” means the Wakamoso Ethics Framework v1.0 (May 2026), as amended from time to time, which is the institutional rubric against which every Questionnaire is assessed by the Ethics Review Office before fielding;

1.16 “Ethics Review Office” means the office established by Wakamoso under the Wakamoso Ethics Review Office Terms of Reference v1.0 (May 2026), consisting of the Information Officer, the Deputy Information Officer, the AI-assisted Ethics Assessor skill, and an independent external Advisory Panel. The Office is responsible for reviewing every Questionnaire submitted by a Tenant against the Ethics Framework before fielding. Decisions of the Office are binding upon the Tenant;

1.17 “Fees” means the subscription fees and transactional fees payable by the Tenant to Wakamoso in terms of clause 4;

1.18 “Group” means the Tenant and the Tenant’s Affiliates from time to time;

1.19 “Information Officer” means the natural person registered with the South African Information Regulator as Wakamoso’s Information Officer for the purposes of Section 55 of POPIA. As at the Effective Date, the Information Officer is Mélani Prinsloo (Chief Executive Officer of Wakamoso). The Deputy Information Officer is Michael Matthews (Chief Information Officer of Wakamoso). Wakamoso’s Information Regulator Registration Number is 2026-018959;

1.20 “Initial Period” means the meaning ascribed to the term in clause 3.1 below;

1.21 “Intellectual Property” means in relation to a Party, all intellectual property of whatever nature owned and/or controlled by that Party, including without limiting the generality of the foregoing, all right, title and interest in and to all trademarks, trade or business names, trade secrets, technology, software, applications, web pages, logos, systems, manuals, methods, procedures, processes, domain names, slogans, styles, insignias, compilations, designs, know-how, patents and copyright whether registered or not and whether capable of registration or not, and in the case of Wakamoso, includes the layout “look and feel” and “get up” of the Platform;

1.22 “Non-Profit Organisation” means an organisation established for a public benefit purpose and which is not-for-profit, and which is registered as such with the Department of Social Development in terms of the Non-Profit Organisations Act, 1997;

1.23 “Non-Profit Company” means a company incorporated under the laws of the Republic of South Africa in accordance with the provisions of the Companies Act, 2008, whose primary objectives are of a public benefit or altruistic nature and which is not established for the purpose of making a profit or financial gain for its members, directors, or officers, and which operates in furtherance of its stated objectives subject to compliance with all Applicable Laws;

1.24 “Operational Terms and Conditions” means the operational terms and conditions set out in clauses 5, 6, 7, and 8 of this Agreement;

1.25 “Parties” means Wakamoso and the Tenant or any combination of them, and “Party” means any one of them as the context may indicate;

1.26 “Personal Field” means any field within a Questionnaire that has been marked as “Personal” by its creator. Personal Fields are recorded internally as such by Wakamoso, are protected with additional safeguards, and are never shared with any Tenant other than the Tenant for which the Field was collected — whether identified or anonymised. The classification is internal to Wakamoso and is not necessarily displayed to the Data Subject;

1.27 “Personal Information” means the meaning ascribed to the term in section 1 of POPIA;

1.28 “Platform” means the digital infrastructure, software, and related services provided by Wakamoso to the Tenant, serving as the sole interface through which the Tenant accesses and utilises the Services and the Tenant’s Dashboard. The Platform facilitates interaction between the Tenant and Data Subjects, enabling the Tenant to engage with, manage, or otherwise interact with Data Subjects within the parameters set out in this Agreement;

1.29 “POPIA” means the Protection of Personal Information Act, No. 4 of 2013, as amended, together with any regulations promulgated thereunder;

1.30 “Processing” means the meaning ascribed to the term in section 1 of POPIA;

1.31 “Questionnaire” means a document compiled by the Tenant containing a series of inquiries or prompts designed to collect specific information, which may or may not include Personal Information, from Data Subjects;

1.32 “Reports” means reports generated by Wakamoso and/or Wakamoso’s systems and issued to the Tenant, which may include amongst other things Personal Information of the Data Subjects;

1.33 “Services” means the services provided by Wakamoso to the Tenant through the Tenant’s use of the Platform in terms of this Agreement;

1.34 “Special Personal Information” means the meaning ascribed to the term in section 26 of POPIA, namely information concerning a Data Subject’s religious or philosophical beliefs, race or ethnic origin, trade union membership, political persuasion, health or sex life, biometric information, or criminal behaviour or alleged criminal behaviour;

1.35 “Tenant” means the juristic person who entered into this Subscriber Agreement on the Commencement Date by registering as a tenant on the Platform;

1.36 “Tenant Zero” means Wakamoso Africa (Pty) Ltd, operating in its capacity as the master Tenant on the Platform. Tenant Zero owns the foundational Wakamoso questionnaires (including but not limited to user profile, skills, incident reporting, and the C3B Community Capability Baseline) from which non-Personal Fields may be made available as anonymised targeting criteria to other Tenants in accordance with clause 5.15;

1.37 “Tenant’s Dashboard” means the graphical user interface component of the Platform, accessible to the Tenant upon logging into the Platform. The Tenant’s Dashboard provides a consolidated view of information deemed relevant to the Tenant by Wakamoso, including but not limited to the number of Data Subjects associated with the Tenant’s account. The Tenant’s Dashboard serves as a centralised hub for accessing key metrics, data summaries, and other pertinent information essential for managing the Tenant’s interactions with Data Subjects;

1.38 “Trigger Word” means a unique alphanumeric string registered with Wakamoso’s Ethics Review Office and bound to a specific Questionnaire, by which a Data Subject may initiate participation through a WhatsApp “click-to-chat” link (typically of the form wa.me/<wakamoso-number>?text=Hello%20<trigger>);

1.39 “Wakamoso” means Wakamoso Africa Proprietary Limited, a private company with limited liability and duly registered in accordance with the laws of the Republic of South Africa with registration number 2022/762282/07; and

1.40 “Wakamoso Mobile Application” means the software designed by Wakamoso to run on smartphones, tablets, or other mobile devices, which may be downloaded and installed by users (such as Data Subjects) from relevant digital distribution platforms. The Wakamoso Mobile Application shall offer Data Subjects with a wide range of functionalities, including but not limited to accessing and uploading content, accessing and responding to Questionnaires, facilitating communications between the Data Subject, Wakamoso and the Tenant, and enabling transactions.

1.41 “Wakamoso POPIA Opt-In” means the single canonical POPIA notification and consent that every Data Subject is asked to accept once before Wakamoso processes their Personal Information for any purpose, as specified in the Wakamoso POPIA Opt-In v2.0 (May 2026) and published at https://wakamoso.africa/popia-opt-in;

1.42 “Wallet” means a digital storage facility provided by Wakamoso to the Tenant following the Commencement Date and the activation of the Tenant’s account on the Platform. The Wallet allows the Tenant to securely store and manage monetary funds and awards associated with the Tenant’s account for the purpose of conducting transactions or making payments or giving rewards within the Platform’s ecosystem and in accordance with the terms and conditions set out in this Agreement.

2. Interpretation

In this Agreement, unless the context indicates the contrary intention:

2.1 any expression which denotes (i) the singular shall include the plural and vice versa; (ii) any gender includes the other genders; (iii) a person includes a natural person or a juristic person and vice versa;

2.2 where a word or phrase is defined, its other grammatical forms have a corresponding meaning. The use of the word “including” followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific example;

2.3 if any provision in a definition is a substantive provision conferring any right or imposing any obligation on any Party, then notwithstanding that it is only in the definitions clause, effect shall be given to it as if it were a substantive provision in this Agreement;

2.4 when any number of days is prescribed, such number shall exclude the first and include the last day unless the last day does not fall on a Business Day, in which case the last day shall be the next succeeding day which is a Business Day;

2.5 the expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provides that they will operate after any such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this;

2.6 any reference in this Agreement to any law (including common law or customary practice) or legislation is a reference to such legislation or regulation in existence at the Commencement Date and as amended and or re-enacted from time to time, and shall include all regulations as may be enacted under such legislation, including as amended or re-enacted from time to time;

2.7 the clause headings have been inserted for convenience only and shall not be taken into account in the construction or interpretation of any of the provisions to which they relate;

2.8 defined terms appearing in this Agreement in initial upper case shall be given their meaning as defined, while the same terms appearing in lower case shall be interpreted in accordance with their ordinary meaning;

2.9 the rule of construction that an agreement shall be interpreted against the Party responsible for the drafting or preparation of the agreement shall not apply.

3. Commencement, duration, and termination

3.1 This Agreement shall continue for an initial period of 12 (twelve) months (the “Initial Period”), commencing on the Commencement Date.

3.2 This Agreement shall, unless otherwise notified by the Tenant in writing to Wakamoso at least 30 (thirty) days prior to the end of the Initial Period or any renewal period, renew automatically at the end of the Initial Period and each renewal period thereafter, for successive periods of 12 (twelve) months each, unless earlier terminated by either Party in terms of clauses 14 and/or 15.

3.3 Except as specifically provided in clause 3.2, the Tenant shall not be entitled to terminate this Agreement prior to the end of any Initial Period or any renewal period.

3.4 Notwithstanding clause 3.1, Wakamoso shall be entitled to terminate this Agreement at any time for convenience on 30 (thirty) days’ written notice to the Tenant, for any reason whatsoever.

4. Fees payable by the Tenant to Wakamoso

4.1 In return for the Services, the Tenant shall pay to Wakamoso the Fees set out on the Tenant’s profile on the Platform.

4.2 All payments shall be made by the Tenant to Wakamoso on the Platform without deduction or set-off of any nature whatsoever.

4.3 The manner and timing of the payment of the Fees by the Tenant to Wakamoso will be managed on the Platform by Wakamoso in its sole discretion.

4.4 Should the Tenant fail to pay the Fees as prescribed, Wakamoso shall have the right to suspend or terminate the Tenant’s use of the Platform with immediate effect without liability or penalty of whatsoever nature, and will pursue all available legal remedies to collect all Fees due and owing by the Tenant to Wakamoso.

4.5 Wakamoso reserves the right to amend the Fees on notice to the Tenant from time to time. Should the Tenant not accept the increase in Fees, the Tenant shall have the right to terminate this Agreement, without penalty, on 7 (seven) days’ written notice to Wakamoso.

5. Wakamoso’s services, including Questionnaires, security, and access

5.1 Wakamoso shall render the Services to the Tenant on the terms and conditions set out in this Agreement. Except to the extent specifically set out in this Agreement, Wakamoso makes no representations and gives no warranties and/or guarantees of whatsoever nature, whether express, implied, implied in law or residual, in respect of this Agreement, any Reports, the Platform and/or the Services and/or the correctness or completeness of the information provided.

5.2 Upon paying the relevant Fees as stipulated in clause 4 to Wakamoso, the Tenant will be given access to the Platform. The Tenant shall ensure that its access and use of the Platform will be by an authorised representative of the Tenant and that such access and use does not contravene any provisions of this Agreement or any Applicable Laws.

5.3 The Tenant agrees and understands that Questionnaires:

5.3.1 shall be uploaded to the Platform prior to release of any Questionnaire to any Data Subjects. The Tenant undertakes and warrants to Wakamoso that no Data Subject shall receive a Questionnaire prior to the Questionnaire having been approved by the Ethics Review Office in terms of clause 5.3.2;

5.3.2 intended to be released to Data Subjects by the Tenant will not be released on the Platform until:

5.3.2.1 the form and content of the relevant Questionnaire has been approved by the Ethics Review Office. The Tenant shall, upon submitting the Questionnaire for approval, provide a description sufficiently detailed to at least explain (i) the purpose of the Questionnaire; (ii) how the data collected will be used; and (iii) what the data will be used for. The Ethics Review Office’s review is human-led and AI-assisted: an Ethics Assessor skill produces a structured first-pass assessment against the Ethics Framework; the Deputy Information Officer (or, where conflicted, the Information Officer) reviews, modifies as needed, and signs the binding decision. Wakamoso undertakes that the review will be completed within a reasonable time but by no later than 7 (seven) Business Days after the Questionnaire has been uploaded for approval, except where the Questionnaire requires Section 57 prior authorisation from the Information Regulator or other regulator engagement;

5.3.2.2 the Tenant has paid all Fees due and payable to Wakamoso; and

5.3.2.3 the Tenant has paid into its Wallet sufficient funds to cover amounts due and payable to the Data Subjects.

5.4 The Tenant agrees and warrants that all responses by Data Subjects to Questionnaires shall be used for legitimate, lawful purposes consistent with the terms of this Agreement only and in compliance with all Applicable Laws, including but not limited to POPIA. Any actions or decisions made by the Tenant pursuant to information obtained from the Platform and/or the Questionnaires are taken at the sole risk of the Tenant.

5.5 If use of the Platform by the Tenant is compromised (including use of the Tenant’s profile by an unauthorised party or unauthorised access to the Platform caused by or attributable to the Tenant), the Tenant shall immediately notify Wakamoso in writing thereof. The Tenant is and remains liable for all its users’ compliance with the terms of this Agreement. The Tenant shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and/or the Personal Information.

5.6 To the extent that it may apply, the Tenant shall comply with, and shall procure that all of the Tenant’s employees, representatives, contractors, sub-contractors, and agents abide by, Applicable Laws, Wakamoso’s applicable data security policies and processes, and the Ethics Framework, in respect of the use of the Platform, the Services, the transmission and processing of Personal Information or any other information between the Tenant, Data Subjects and/or Wakamoso via the Platform. The Tenant shall be liable for all acts and omissions of such Tenant employees, representatives, contractors, sub-contractors, and agents as if such acts and omissions were the Tenant’s acts or omissions.

5.7 The Tenant shall implement and maintain adequate security systems, practices and procedures that protect the integrity and confidentiality of the Personal Information that the Tenant obtains from Wakamoso, the Platform and the Data Subjects, and shall ensure that such Personal Information is protected against unlawful intrusion, wrongful alteration, unauthorised disclosure, use, distribution, dissemination, processing, transfer or access by any unauthorised third parties (including on-line access), as required in terms of all Applicable Laws, including condition 7 of POPIA (security safeguards).

5.8 Any decision, directive or ruling made by Wakamoso and/or the Ethics Review Office is indicative only, for Wakamoso’s own compliance purposes, and does not constitute legal advice or compliance guidance of any nature whatsoever. Wakamoso and/or the Ethics Review Office will have no liability of any nature for any loss, damage, claims, costs or expenses arising from or in any way connected with any such decision, directive or ruling or any reliance placed on it. The Tenant remains responsible for obtaining its own legal advice and compliance guidance at its cost.

5.9 Special Personal Information. Where a Questionnaire processes Special Personal Information, the Tenant warrants that it has identified the applicable ground under Section 27 of POPIA authorising the processing and has, where required, applied to the Information Regulator for prior authorisation under Section 57. The Tenant shall not field a Questionnaire that processes Special Personal Information until the Ethics Review Office has approved the Questionnaire and any required regulator authorisation has been received.

5.10 Cross-Border Transfer. Where the Tenant proposes any Cross-Border Transfer of Personal Information collected through the Platform, the Tenant warrants that the transfer is permitted under Section 72 of POPIA and has identified the applicable ground. The Tenant shall disclose every proposed Cross-Border Transfer in its Questionnaire submission to the Ethics Review Office.

5.11 Personal Field obligations. The Tenant shall correctly mark as “Personal” every Questionnaire field that collects Personal Information of a Data Subject, in accordance with the Ethics Framework. The Ethics Review Office shall verify Personal Field marking as part of the approval process. The Tenant acknowledges that incorrect marking of a Personal Field constitutes a material breach of this Agreement.

5.12 Survey notice and the Wakamoso POPIA Opt-In. The Tenant acknowledges that every Data Subject participating in a Questionnaire must first have accepted the Wakamoso POPIA Opt-In (the canonical opt-in published at https://wakamoso.africa/popia-opt-in). Where a Data Subject has not previously accepted the Opt-In, Wakamoso shall present the Opt-In to the Data Subject in the appropriate channel (mobile application or WhatsApp) before the Data Subject begins the Tenant’s Questionnaire. The Tenant shall not bypass this requirement.

5.13 Trigger Word governance. Where a Tenant requests a Trigger Word to enable WhatsApp “click-to-chat” arrival into a Questionnaire, the Tenant shall submit the proposed Trigger Word as part of the Questionnaire approval and accept whatever allocation the Ethics Review Office makes (including modification to prevent collision with existing Trigger Words). Trigger Words are platform-unique. The Tenant shall not share the Trigger Word outside the audience approved by the Ethics Review Office and shall not change the Trigger Word after approval. Wakamoso may suspend a Trigger Word immediately upon detection of abuse.

5.14 Inter-Tenant data wall. The Tenant acknowledges that no Personal Information or Questionnaire response is shared between Tenants on the Platform. Other Tenants on the Platform shall not have access to the Tenant’s data, in identified or anonymised form, through the Platform. Where the Tenant wishes to share data with a project partner, funder, or any other third party, the Tenant shall export the data via the Platform’s API or CSV export function and share it outside the Wakamoso ecosystem under the Tenant’s own contractual and POPIA arrangements (see clauses 10.7 and 13.7).

5.15 Tenant Zero anonymised data sharing. Wakamoso, operating as Tenant Zero, may make non-Personal Field signals (such as language, gender, ward of residence, prior pin-drop locations) available to other Tenants as anonymised targeting criteria for the dispatch of Questionnaires. No Tenant shall receive, by virtue of this clause, the identity, name, identifier, or any Personal Field of any Data Subject. Tenant Zero’s anonymisation is structural and applies to all Tenants other than Tenant Zero itself.

6. Acknowledgments and consents by the Tenant

The Tenant acknowledges and agrees that:

6.1 the Tenant will actively engage with the Data Subjects and shall respect the Platform’s objectives and principles of inclusivity;

6.2 the Tenant shall, as far as is reasonably possible and to the extent required by Applicable Laws, involve Data Subjects in decision-making processes when collecting data from Data Subjects;

6.3 the Tenant will act ethically and lawfully at all times when utilising the Platform and/or interacting with Data Subjects, including in accordance with Applicable Laws and the Ethics Framework, and shall ensure the privacy and security of Data Subjects in line with all Applicable Laws;

6.4 all information of whatever nature supplied by Wakamoso and/or any Data Subject is for use by the Tenant only and shall be used for an ethical, lawful purpose and in compliance with Applicable Laws and all directives, decisions and rulings issued by the Ethics Review Office;

6.5 any information supplied to the Tenant by Wakamoso and/or any Data Subject is supplied for use by the Tenant only, shall be used only for the purposes as permitted by this Agreement, is strictly confidential and shall not be divulged to any third party without the prior written consent of the Ethics Review Office;

6.6 the Tenant will comply with the applicable requirements for the Processing of Personal Information as prescribed by POPIA and any and all other Applicable Laws, including the obtaining of the requisite consent of the Data Subject, the Ethics Review Office, or any other relevant person where required;

6.7 Wakamoso shall not be liable for the correctness or accuracy of information provided by Wakamoso or any Data Subject to the Tenant or any other person;

6.8 the Tenant shall provide Breach Notification to Wakamoso in accordance with the definition of Breach Notification in this Agreement. Failure to provide Breach Notification within the stated period is a material breach of this Agreement;

6.9 the Ethics Review Office’s review of Questionnaires is human-led with AI assistance. A human at Wakamoso reviews and signs every assessment. The Tenant may request a fully manual review for an additional fee as set out on the Platform; and

6.10 where the Tenant uploads a list of contacts to the Platform to push a Questionnaire to those contacts, the uploaded list shall consist only of the following fields: first name, surname, mobile number, and (optionally) email address. The Tenant warrants that it has the lawful basis to contact those persons for the stated Questionnaire purpose. The Tenant further acknowledges that Wakamoso retains the list only for the duration of the relevant fielding plus 30 (thirty) days, after which the list is deleted from Wakamoso’s systems.

7. Compliance audit

7.1 The Tenant shall, as and when required by Wakamoso upon reasonable prior notice, submit to a compliance audit in order for Wakamoso and the Ethics Review Office to verify the Tenant’s compliance with the terms and conditions of this Agreement, or if any Association or entity imposes a legal obligation on Wakamoso to conduct such an audit.

7.2 Should an audit be carried out, the Tenant shall on Wakamoso’s request furnish the Audit Committee with any information including data, records, reports, and any other additional or specific information for the purposes of conducting the audit. If the information furnished is insufficient to enable the Audit Committee to confirm the Tenant’s compliance with this Agreement, the Audit Committee shall be entitled, on reasonable notice to the Tenant, to attend at the Tenant’s offices to conduct such an audit as may be necessary. Neither Wakamoso nor the Audit Committee shall be entitled to disclose any information obtained as a result of the audit to any unauthorised third party.

7.3 The Tenant undertakes and agrees to provide all assistance that may be reasonably required by the Audit Committee, including providing the Audit Committee with unfettered access to the Tenant’s premises and personnel and any books, records, systems, data, and documents (including copies thereof) that may be relevant to the audit.

7.4 Should the Tenant refuse to comply with the terms and conditions set out in this clause 7, Wakamoso shall have the right to cancel this Agreement with immediate effect without penalty or liability, on written notice to the Tenant. The Tenant shall be liable for any consequences in law which may result from such failure to comply.

8. Warranties

The Tenant warrants to Wakamoso that:

8.1 the Tenant is lawfully entitled to submit and/or receive Personal Information and/or Confidential Information to or from Wakamoso;

8.2 where the Tenant submits and/or receives Personal Information to or from Wakamoso or processes such Personal Information, the Tenant has complied with each and every applicable condition in terms of POPIA or other Applicable Laws;

8.3 the Tenant has taken reasonable steps to ensure that all information, including Personal Information, provided or reported to Wakamoso is accurate, up-to-date, relevant, complete, valid and not duplicated;

8.4 the Tenant shall not use any Personal Information provided to it by Wakamoso and/or any Data Subjects in order to compile databases, marketing lists, or directly or indirectly sell and/or use such Personal Information for any purpose deemed to be unlawful and/or unethical by the Ethics Review Office. If the Tenant stores Personal Information, it shall be for audit purposes only;

8.5 all of the Tenant’s staff that use the Platform, the Services and/or Personal Information are suitably qualified, trained and skilled to do so;

8.6 the Tenant shall not sell, transfer, sub-license, distribute, commercially exploit or otherwise make available to or use for the benefit of any third party, any Personal Information, other than in terms of clauses 10.6 and 13.7 (post-export);

8.7 the Tenant shall not copy, adapt, alter, modify, reverse engineer, decompile or otherwise interfere with Personal Information or combine it with other materials without Wakamoso’s prior written consent or as permitted by law;

8.8 the Tenant shall only use the Personal Information and/or information obtained from the Platform on equipment owned, operated, or controlled by the Tenant or on such other site as agreed by the Parties from time to time in writing;

8.9 the Tenant shall not allow any third party to amend, modify or otherwise alter the Personal Information without Wakamoso’s prior written consent;

8.10 each warranty contained in this Agreement shall be deemed to be a material warranty inducing Wakamoso to enter into this Agreement;

8.11 Section 26 warranty. Where the Questionnaire processes Special Personal Information, the Tenant warrants that it has identified the applicable Section 27 authorisation and has obtained any required Section 57 prior authorisation from the Information Regulator before fielding;

8.12 Section 72 warranty. Where any Personal Information is Cross-Border Transferred, the Tenant warrants that the transfer is permitted under Section 72 of POPIA and that the recipient is bound by terms at least equivalent to those of this Agreement;

8.13 Section 69 warranty. Where the purpose of the Questionnaire includes direct marketing within the meaning of Section 69 of POPIA, the Tenant warrants that it has the necessary consent and that the Questionnaire framing has been approved by the Ethics Review Office as direct-marketing rather than research;

8.14 Non-re-identification warranty. The Tenant warrants that it shall not attempt, by combining the data received from the Platform with any other dataset in its possession or available to it, to identify any Data Subject. The Tenant warrants that it shall not build identifiable profiles of Data Subjects from anonymised data received from the Platform, even where multiple fieldings to the same opaque user identifiers accumulate over time;

8.15 Personal Field accuracy warranty. The Tenant warrants that every Questionnaire field collecting Personal Information of a Data Subject is correctly marked as “Personal” and that all Personal Field markings are kept current in subsequent revisions of the Questionnaire;

8.16 Reward as compensation warranty. The Tenant warrants that any Data Subject Reward offered for participation in a Questionnaire shall be framed and communicated to the Data Subject as compensation for the Data Subject’s time and participation, and not as payment for Personal Information;

8.17 Trigger Word use warranty. Where the Tenant has been allocated a Trigger Word, the Tenant warrants that it shall share the Trigger Word only with the audience approved by the Ethics Review Office and that the Trigger Word shall not be repurposed for any other Questionnaire without re-approval;

8.18 Tenant Privacy Policy warranty (Scenario B fieldings). Where the Tenant intends to receive Personal Information identifying individual Data Subjects (for example, through uploaded contact lists or through Questionnaire questions that collect direct identifiers), the Tenant warrants that it has its own published Privacy Policy that complies with POPIA and that it has its own lawful basis for the identified processing in its hands. The Tenant warrants that its Privacy Policy URL is provided to Wakamoso as part of Questionnaire approval and is disclosed to Data Subjects in the Questionnaire’s notification text;

8.19 Upload schema compliance warranty. Where the Tenant uploads a list of contacts in terms of clause 6.10, the Tenant warrants that the list complies with the prescribed schema (first name, surname, mobile number, and optionally email address) and that the Tenant has not enriched the list with additional fields without the Ethics Review Office’s prior approval.

9. Wakamoso’s rights and obligations

9.1 Whilst Wakamoso undertakes to use its reasonable endeavours to ensure that the Tenant has access to the Platform when use of the Platform is permitted, Wakamoso does not guarantee availability of or access to the Platform.

9.2 Wakamoso shall be entitled to automatically collect the Tenant’s browser type and browser software version to tailor the presentation of the Platform and to maintain a record of the Tenant’s use of the Platform and/or the Services.

9.3 Wakamoso’s web server software may record a log file of IP addresses that access the Platform.

9.4 Wakamoso may collect the Tenant’s IP address information and may use the IP addresses to identify a user when, in Wakamoso’s sole discretion, Wakamoso determines that it is necessary to (i) enforce compliance with this Agreement and any other agreement concluded between Wakamoso and the Tenant, and/or (ii) protect, amongst other things, its data, services, customers, and Data Subjects.

9.5 Wakamoso shall act as Operator (within the meaning of Section 1 of POPIA) for the Tenant in respect of any Personal Information that the Tenant uploads to the Platform under clause 6.10 and in respect of any Personal Information that flows from Data Subjects to the Tenant where the Tenant has its own lawful basis for the identified processing under clause 8.18. In its Operator capacity, Wakamoso processes only in accordance with the Tenant’s instructions as set out in the approved Questionnaire and shall comply with conditions 7 (security) and 8 (breach notification) of POPIA in relation to such processing.

9.6 Wakamoso, operating as Tenant Zero, acts as Responsible Party (within the meaning of Section 1 of POPIA) in respect of the Personal Information that Data Subjects provide directly to Tenant Zero through Wakamoso’s own Questionnaires (such as the user profile, skills, and the C3B Community Capability Baseline). The Tenant acknowledges that Tenant Zero’s processing in this capacity is governed by Wakamoso’s Privacy Policy and the Wakamoso POPIA Opt-In, and not by this Agreement.

9.7 Inter-Tenant wall guarantee. Wakamoso guarantees that no Personal Information of any Data Subject collected for one Tenant is shared with any other Tenant on the Platform, in identified or anonymised form, save for the anonymised Tenant Zero signals made available under clause 5.15. The wall is structural — it is enforced by the Platform’s tenancy isolation and not merely by contract.

9.8 Anonymisation guarantee. The anonymised signals made available under clause 5.15 are anonymised such that no other Tenant may, by reasonable means, identify the Data Subjects matching the targeting criteria.

10. The Tenant’s rights and obligations

The Tenant acknowledges and agrees that:

10.1 the information supplied by it upon registration is accurate, complete, and valid and that it has read and understood the terms and conditions of this Agreement;

10.2 Wakamoso may (i) fully investigate and verify any information regarding the Tenant and this Agreement, and (ii) contact the Tenant via email, telephone and other means from time to time in order to market any of Wakamoso’s product offerings;

10.3 the Tenant shall at all times comply with any and all laws, rules, directives, codes of conduct and policies issued by any applicable regulatory bodies in respect of the use and storage of Personal Information, information, and data;

10.4 the information and data gathered by the Tenant through its use of the Platform shall be utilised solely and exclusively for a lawful and ethical purpose. The Ethics Review Office shall have the sole and exclusive right to deem the Tenant’s use of the Platform, the Services, and any information and/or data as unlawful and/or unethical, in which case Wakamoso shall be entitled to immediately terminate this Agreement on written notice to the Tenant;

10.5 save for retaining the Personal Information provided to it by Wakamoso for audit purposes, the Tenant may not store and re-use Personal Information except in accordance with clauses 10.6 and 13.7;

10.6 Export of data via the API or CSV. The Tenant may, where the Platform permits, export data from its own tenancy via the Platform’s API or via the CSV export function, or any other export function or interface made available by the Platform from time to time. From the point at which data is exported, the Tenant becomes the sole Responsible Party for the security, storage, retention, lawful use, onward disclosure, and destruction of that exported data. The Tenant warrants that any device, system, or third party ingesting the exported data complies with POPIA and any other Applicable Laws. Wakamoso accepts no liability for any loss, alteration, disclosure, or misuse of exported data after export;

10.7 to allow Wakamoso to audit the purpose for which the information and data gathered by the Tenant through its use of the Platform are used to ensure compliance with all Applicable Laws;

10.8 access to the Services may only be done through the Platform. The Tenant is explicitly prohibited from accessing the Services by accessing data via the back-end through interfaces other than the Platform. Circumvention of this clause will result in the immediate termination of this Agreement by Wakamoso;

10.9 Wakamoso retains the right to institute legal action against the Tenant in respect of any fraudulent activity committed by the Tenant in respect of (i) the Tenant’s use of the Platform; and/or (ii) the Tenant’s use of information and/or data obtained through its use of the Platform and/or any of the Services;

10.10 the Tenant is familiar with the provisions of POPIA and undertakes to abide by all Applicable Laws;

10.11 the Tenant shall comply with all directives, rules and policies issued by Wakamoso, the Ethics Review Office and/or any Association from time to time, in so far as it relates to the Tenant’s use of Personal Information, the Platform, and/or the Services;

10.12 the Tenant shall not cede or assign its rights or obligations in terms of this Agreement to any third party without obtaining the prior written consent of Wakamoso, which consent will not be unreasonably withheld; and

10.13 if one or more companies in the Tenant’s Group use the Platform, the Tenant shall procure that such Group companies each agree to be bound by this Agreement. The Tenant shall remain liable for any breach by a Group company of this Agreement.

11. Intellectual Property and Data Ownership

11.1 Nothing in this Agreement transfers ownership of either Party’s Intellectual Property to the other Party.

11.2 Wakamoso’s Intellectual Property. The Platform — its software, design, “look and feel,” interface, system architecture, methodologies, the Wakamoso Ethics Framework, the Wakamoso C3B Community Capability Baseline instrument, and the Wakamoso Base Questionnaires together with the rubrics, scoring methods, and insights derived from those Base Questionnaires — remain the Intellectual Property of Wakamoso.

11.3 Tenant Questionnaire Intellectual Property. The Tenant retains the Intellectual Property in the questionnaires it authors on the Platform, including the questions, the rubric, the scoring methodology, and the insights it generates from such questionnaires. Wakamoso does not claim ownership of such Tenant-authored Intellectual Property, save as expressly set out in this Agreement.

11.4 Data Ownership.

11.4.1 Personal Information. Personal Information belongs to the data subject. The data subject retains the rights granted under the Protection of Personal Information Act, including the right to access, correct, object to processing, and request deletion of their Personal Information, in each case subject to the limitations of POPIA and applicable law.

11.4.2 Tenant Questionnaire Data. Data collected by a Tenant via a questionnaire fielded on the Platform belongs to that Tenant. Wakamoso hosts and processes such data on the Tenant’s documented instructions for a fee. Wakamoso will use such data primarily to fulfil the Services and as otherwise instructed in writing by the Tenant; will not share it with another Tenant save with the Tenant’s prior written consent or as required by law or by a competent regulator; and will not derive a separate commercial benefit from it without the Tenant’s prior written consent.

11.4.3 Wakamoso as Tenant Zero. Wakamoso operates on the Platform as a Tenant in its own right, with supervisory rights. The principles in clauses 11.3 and 11.4 apply, in the ordinary course, to Wakamoso as they do to other Tenants: data collected via Base Questionnaires fielded by Wakamoso belongs to Wakamoso as a Tenant; the Intellectual Property in those Base Questionnaires and their derived insights belongs to Wakamoso; and Wakamoso’s own processing of Personal Information is subject to the POPIA obligations that apply to other Tenants on the Platform.

11.5 The terms of this clause 11 survive termination of this Agreement.

12. Confidentiality

12.1 The Parties acknowledge that the Confidential Information is proprietary, and is a valuable, special and/or unique asset belonging to the Disclosing Party. The Disclosing Party and/or its Affiliates may suffer irreparable harm or substantial economic and other loss in the event of such Confidential Information being disclosed to a third party or used otherwise than in accordance with this Agreement and/or Applicable Laws.

12.2 The Receiving Party irrevocably undertakes and unconditionally agrees: (i) to treat and safeguard the Confidential Information as strictly private, secret, and confidential; (ii) not to use or permit the use of the Confidential Information for any purpose other than for the purpose of implementing or enforcing this Agreement; (iii) that it shall not, during the existence of this Agreement or at any time after the termination of this Agreement, use, divulge, disclose, exploit, permit the use of or in any other manner whatsoever use the Disclosing Party’s Confidential Information without the prior written consent of the Disclosing Party; (iv) not to decompile, disassemble or reverse engineer the whole or part of the Confidential Information; and (v) not to copy or reproduce the Confidential Information without the prior written consent of the Disclosing Party.

12.3 The Receiving Party may disclose Confidential Information (i) to the extent required by law (other than in terms of a contractual obligation of the Receiving Party); or (ii) to its employees, representatives, and professional advisors strictly necessary for the purpose of implementing or enforcing this Agreement, on a need-to-know basis, provided that such persons are bound to confidentiality undertakings at least as restrictive as those in this clause 12.

12.4 The provisions of this clause 12 shall cease to apply to any Confidential Information of a Party which is or becomes generally available to the public other than as a result of a breach by the Receiving Party of its obligations in terms of this clause.

13. Liability and indemnities

13.1 Notwithstanding any other provision of this Agreement, Wakamoso shall not be liable for any loss, liability, expense, or damage of whatsoever nature suffered by the Tenant as a result of or attributable to (i) the Tenant’s use and reliance on information, including Personal Information, obtained through the Services and/or the Platform; (ii) any mistake, error or omission in the Platform; (iii) any delay or failure in delivering or communicating any information or data for any reason beyond Wakamoso’s control, including force majeure; (iv) the use of information, Personal Information and/or data obtained on or from the Platform by the Tenant; (v) the downtime or unavailability of any communications lines, telecommunications service or infrastructure or Eskom lines; and/or (vi) a breach by the Tenant of any of the provisions of this Agreement.

13.2 Each Party’s total liability to the other Party under this Agreement and however arising will be limited to the Fees actually paid by the Tenant in the 12 (twelve) month period immediately preceding the date on which the cause of action arose.

13.2A Indemnities outside the cap. Notwithstanding clause 13.2, the limitation in clause 13.2 does not apply to the Tenant’s indemnities at clauses 13.4 (negligence and breach), 13.5 (Sections 26, 69 and 72 of POPIA), 13.6 (re-identification), 13.7 (post-export), and 13.8 (Personal Field misclassification), each of which is uncapped. The limitation in clause 13.2 also does not apply to liability arising from a Party’s breach of its obligations relating to Intellectual Property Rights or Confidentiality.

13.3 Wakamoso shall not, under any circumstances, be liable for indirect, consequential or punitive damages, however arising, save and except where such damages arise as a result of a breach of its obligations relating to Intellectual Property Rights and/or Confidentiality.

13.4 Without prejudice to any of Wakamoso’s rights, the Tenant indemnifies Wakamoso against all loss, liability, damage and expenses of any nature which Wakamoso may suffer or incur as a result of or in connection with the negligent acts or omissions of the Tenant, its employees, agents, representatives and/or sub-contractors, or a breach by the Tenant or its representatives of this Agreement.

13.5 Section 26, 69, 72 indemnity. The Tenant indemnifies Wakamoso against any claim, loss, or expense arising from the Tenant’s breach of clauses 8.11 (Section 26), 8.12 (Section 72), or 8.13 (Section 69).

13.6 Non-re-identification indemnity. The Tenant indemnifies Wakamoso against any claim, loss, or expense arising from the Tenant’s attempt to re-identify a Data Subject in breach of clause 8.14.

13.7 Post-export liability. From the point of export of data under clause 10.6, all liability for the security, lawful use, onward disclosure, and destruction of the exported data passes to the Tenant. The Tenant indemnifies Wakamoso against any claim, loss, or expense arising from the Tenant’s handling of exported data, including but not limited to onward disclosure to project partners, funders, or any third party.

13.8 Personal Field misclassification indemnity. Where the Tenant fails to correctly mark a Questionnaire field as Personal under clause 5.11 / 8.15, and Personal Information is consequently shared more widely than intended, the Tenant indemnifies Wakamoso against any claim arising.

14. Breach

Unless this Agreement provides otherwise, if any Party (“Defaulting Party”) commits a breach of any material provision of this Agreement and should such breach be:

14.1 capable of being remedied but the Defaulting Party fails to remedy such breach within 14 (fourteen) days after receiving written notice from the other Party (“Aggrieved Party”) requesting it to do so; or

14.2 incapable of being remedied,

then the Aggrieved Party shall be entitled, without prejudice to any other rights which it may have, to claim specific performance of the Defaulting Party’s obligations whether or not due for performance, or to cancel this Agreement, in either event without prejudice to the Aggrieved Party’s right to claim damages.

15. Summary termination

If either Party:

15.1 being a partnership, is dissolved; or

15.2 being an individual, makes application for or is sequestrated, or is placed under or applies for debt counselling or an administration order; or

15.3 being a Non-Profit Company or Non-Profit Organisation, is barred or otherwise prevented from carrying on its function for which it exists by any regulatory body, governmental authority or any other applicable entity with governing powers over that Non-Profit Company or Non-Profit Organisation; or

15.4 being a company, ceases to trade, applies for or is wound up (save for a voluntary winding-up for the purposes of a voluntary, bona fide reconstruction or amalgamation), or is placed under a provisional or final order of liquidation or judicial management, compromises or attempts to compromise generally with its creditors, is the subject of a notice to strike off the register of the Companies and Intellectual Property Commissioner’s Office, or passes a resolution to begin business rescue proceedings in terms of the Companies Act 71 of 2008,

then in any of those events, the other Party shall be entitled, without prejudice to its other rights in law, to cancel this Agreement or to claim immediate specific performance of all of the first mentioned Party’s obligations, whether or not otherwise then due for performance.

16. Consequences on termination

On termination of this Agreement, the Tenant shall:

16.1 pay all amounts then due and owing to Wakamoso;

16.2 immediately cease all use of the Platform, Personal Information and/or the Services, including Confidential Information, and return to Wakamoso (i) all items bearing Wakamoso’s trademark, service mark, trade name or logo; and (ii) all records, files, information, documentation and other materials, irrespective of the medium upon which the same is stored, belonging to Wakamoso;

16.3 delete all copies and précis of the aforementioned items from its systems and purge all Personal Information from its computer system(s), storage media and other files, save for Personal Information that the Tenant has lawfully exported under clause 10.6 and is processing under its own POPIA basis as Responsible Party (the retention and destruction of which is governed by the Tenant’s own POPIA retention obligations), and at Wakamoso’s option either destroy or deliver to Wakamoso any Reports provided to it; and

16.4 within 30 (thirty) days of the termination date furnish Wakamoso with a certificate confirming the return and deletion of the aforesaid items, and that the Tenant has and/or will have complied with the remaining termination obligations of this clause 16.

17. Governing law and jurisdiction

17.1 This Agreement (including its validity, existence and implementation, the interpretation and application of its provisions) shall be interpreted and governed in all respects by the laws of the Republic of South Africa.

17.2 The Parties consent to the Magistrates Court having jurisdiction for the determination of any action or proceeding relating to monies owing by the Tenant to Wakamoso which otherwise may be beyond the jurisdictional monetary limit of the said court. In the event of such legal action being instituted by Wakamoso against the Tenant for monies owing, the Tenant will be held responsible for all costs on an attorney-client scale.

18. Dispute resolution

18.1 Subject to clause 17.2, any dispute arising out of and in connection with this Agreement, including any questions regarding its existence, validity, implementation, rectification, or termination shall, in the first instance, be determined by the senior executives of the Parties. If the Parties are unable to resolve the dispute within 14 (fourteen) days after the dispute arises, then they shall, unless otherwise agreed upon in writing, appoint a third party to act as a mediator (and not an arbitrator) to mediate in the resolution of the dispute. Such mediator shall be selected by the Parties or, failing this, in accordance with the AFSA.

18.2 Any dispute which is not resolved by the Parties in terms of clause 18.1 shall, after being referred by any Party, be finally determined in accordance with the rules of the AFSA by an arbitrator appointed by agreement between the Parties, failing which by the Chairman of AFSA or its successor-in-title. The arbitration will be held as an expedited arbitration in Centurion in accordance with the then current rules of AFSA by 1 (one) arbitrator. The provisions of this clause 18.2 shall not preclude any Party from access to an appropriate court of law for interim relief in respect of urgent matters by way of interdict or mandamus pending finalisation of this dispute resolution process.

18.3 This clause 18 shall remain in effect even if this Agreement terminates, is nullified, or cancelled for whatsoever reason.

19. Force majeure

19.1 If any Party (“Affected Party”) is prevented or restricted directly or indirectly from carrying out all or any of its obligations under this Agreement by reason of an event of force majeure, then the Affected Party shall be relieved of its obligations during the period that such event continues, and the corresponding obligations of the other Party shall be suspended to the corresponding extent. The Affected Party shall not be liable for any delay and/or failure in the performance of its obligations under this Agreement during such period. Provided that if the force majeure event continues for a period longer than 21 (twenty-one) days, either Party may cancel this Agreement with immediate effect and without penalty.

19.2 An event of force majeure means any event or circumstance not within a Party’s reasonable control, including vis major, casus fortuitus, any act of God, strike, theft, fire, explosion, riot, insurrection or other civil disorder, war (whether declared or not) or military operations, the downtime of any communications line, the availability of any telecommunications service or infrastructure or Eskom lines, international restrictions, any requirement of any international authority, any requirement of any government or other competent local authority, any court order, export control and shortage of transport facilities.

20. Domicilium citandi et executandi; notices

20.1 The Parties choose as their addresses for the purpose of legal proceedings and legal notices:

20.1.1 as regards the Tenant: the Tenant’s physical address provided upon registration to Wakamoso on the Commencement Date;

20.1.2 as regards Wakamoso: 14 King Street, Irene, Centurion, Gauteng, 0062.

20.2 Any written notices required in terms of clause 20.1 shall only be satisfied if such notice is given in a written, paper-based form. The provisions of the Electronic Communications and Transactions Act 25 of 2002 are expressly excluded from clause 20.1.

20.3 Any other written notices in connection with this Agreement shall be addressed: (i) as regards the Tenant, to the email address(es) provided by the Tenant upon registration; (ii) as regards Wakamoso, to tenant@wakamoso.africa.

20.4 Any notice given in terms of this Agreement shall be in writing and shall (i) if delivered by hand between 09:00 and 16:30 on any Business Day to the addressee’s physical address for the time being, be deemed to have been received by the addressee at the time of delivery; (ii) if sent electronically, be deemed to have been received on the first Business Day following the successful transmission, as evidenced by the electronic confirmation of receipt (unless the contrary is proven). A legal notice sent electronically in terms of this clause 20.4 shall not be regarded as valid legal notice for purposes of clause 20.1.

20.5 Notwithstanding anything to the contrary, a written notice or communication actually received by a Party, at its chosen address set out above, shall be an adequate written notice or communication to such Party.

21. Non-solicitation

21.1 Neither Party will, for a period of 12 (twelve) months after the Commencement Date, without the prior written consent of the other Party (which consent shall not be unreasonably refused), make any offer of employment to, or employ or engage, any of the other Party’s consultants, officers or employees involved in the execution of this Agreement. The provisions of this clause 21.1 shall not apply to personnel of a Party who independently responded to indirect, non-targeted solicitations (such as general job postings or agency referrals) or to a Party’s employees contacting the other Party on their own behalf and in an unsolicited manner.

22. General

22.1 This Agreement constitutes the sole record of the Agreement between the Parties and supersedes and overrides any prior commitments, undertakings or representations (whether written or oral) between Wakamoso and the Tenant in respect of the subject matter hereof. No Party shall be bound by any express, tacit or implied term, representation, warranty, promise or the like not recorded herein. Subject to clause 22.2, no addition to, variation, or agreed cancellation of any provision of this Agreement shall be of any force or effect unless reduced to writing and signed in a written, paper-based form by both Parties.

22.2 Notwithstanding clause 22.1, Wakamoso shall be entitled to vary the Operational Terms and Conditions of this Agreement from time to time on written notice to the Tenant.

22.3 In the event of a conflict between the provisions of this Agreement and any Applicable Laws, the provisions of the Applicable Laws will prevail. If any provision hereof is held to be illegal, invalid or unenforceable for any reason, such provision shall be deemed to be pro non scripto, but without affecting, impairing or invalidating any of the remaining provisions of this Agreement which shall continue to be of full force and effect.

22.4 No indulgence or extension of time which either Party (“Grantor”) may grant to the other (“Grantee”) shall constitute a waiver of, whether by estoppel or otherwise, or limit any of the existing or future rights of the Grantor in terms hereof, save in the event and to the extent that the Grantor has signed a written document expressly waiving or limiting such right.

22.5 Notwithstanding anything to the contrary contained herein, this Agreement shall endure for the benefit of and be binding on the successors-in-title and permitted assigns of the Parties.

22.6 Each Party shall bear and pay its own fees and costs of and incidental to the negotiation, drafting, preparation and execution of this Agreement.