Definitions

• Agreement — the contract between Warelogix Solutions and the Client, consisting of these Terms, the Proposal, and all appendices thereto.
• Client — the entity that has signed the Proposal and is authorised to use the Warelogix WMS under this Agreement.
• Warelogix WMS / SaaS — the cloud-hosted Warelogix Warehouse Management System and all related modules, APIs, and documentation.
• Entity — a single warehouse or operational environment configured within the WMS for the Client's use.
• Proposal — a signed document specifying the services, scope, and commercial terms of a particular engagement.
• Commencement Date — the date the SaaS service is activated for the Client, as set out in the Proposal.
• Warranty Period — the 90-day period following the Commencement Date during which defects are corrected at no additional cost.
• Incident — an interruption to the SaaS service that directly impacts the Client's ability to conduct business, classified by severity as set out in Section 5.
• Service Hours — Monday to Friday, 08:00–17:00 SAST, excluding South African public holidays.
• Scheduled Downtime — planned maintenance windows agreed between the Parties in advance.
• Confidential Information — all non-public information disclosed by one Party to the other in connection with this Agreement.
• Force Majeure — events beyond the reasonable control of a Party, including natural disasters, acts of government, civil unrest, and failures of third-party providers.

The SaaS Service

The licence covers use by the Client's authorised staff only. The Client may not sub-licence, resell, or make the platform available to third parties without prior written consent.

Warelogix Solutions hosts and maintains the SaaS on cloud infrastructure. The Client is responsible for its own network connectivity and end-user devices. Warelogix Solutions may release updates from time to time; the Client agrees to operate on the current version and accept such updates as part of the service.

The Client must not: reverse engineer or decompile any part of the platform; remove or bypass any security features; introduce malicious code; use the platform for any unlawful purpose; or attempt to access data belonging to other entities on the platform.

On termination of this Agreement, the Client and all its users must immediately cease use of the platform and confirm this in writing within 5 business days.

Client Obligations

• Network and devices — maintaining reliable internet connectivity and suitable end-user devices to operate the WMS.
• Data preparation — preparing and uploading master data (product master, bin master, PFEP, customer records, route codes) to the required format before go-live.
• User management — creating user accounts, assigning roles and permissions, and ensuring only authorised staff have access.
• Accurate use — ensuring staff operate the system according to training and do not attempt to circumvent system controls.
• Timely cooperation — providing information, access, and approvals within 3 business days of any request from Warelogix Solutions.
• Compliance — ensuring the Client's use of the platform complies with all applicable laws and regulations.

Warelogix Solutions is not liable for service degradation or failures arising from the Client's failure to meet the above obligations.

Service Desk & Support

Warelogix Solutions provides a Service Desk during Service Hours for logging and managing service requests and incidents. The Service Desk will receive and log all calls, classify each as an Incident or service request, perform initial diagnosis, and track progress to resolution.

When logging an Incident, the Client should provide a description of the issue, any error messages, the functions affected, the approximate time the issue began, and relevant system activity at that time.

A Service Call is considered resolved when Warelogix Solutions advises the Client accordingly. If the Client disagrees, they must notify the Service Desk in writing within 3 business days with sufficient detail. If the Client neither agrees nor disputes within 3 business days, the call is deemed resolved and closed.

Service Levels & Incident Response

Service Levels apply during Service Hours only, measured per calendar month.

Severity 1 incidents are immediately escalated to the Warelogix Solutions team lead. For Severity 2 and 3, escalation occurs if targets set out in the Proposal are not met.

Confidentiality

Both Parties agree to treat all Confidential Information as strictly confidential and not use it for any purpose other than performing obligations under this Agreement. Confidential Information may only be disclosed to staff who need it to carry out their duties, and each Party must take reasonable measures to protect the other's information.

These obligations do not apply to information already in the public domain, received independently from a third party without breach, or required to be disclosed by law or court order. On termination, each Party must destroy or return all Confidential Information belonging to the other Party and certify this in writing.

Intellectual Property

All intellectual property in the Warelogix WMS — including its software, architecture, design, documentation, and any enhancements — remains the sole property of Warelogix Solutions at all times. The Client's data loaded into the platform remains the property of the Client. Warelogix Solutions will not use Client data for any purpose other than providing the agreed services.

The licence granted is a right to use only. It does not confer ownership, sub-licencing rights, or rights to modify the platform. Neither Party may use the other's trademarks without prior written consent.

Warranties & Disclaimers

Warelogix Solutions warrants that the SaaS will operate substantially in accordance with its documentation during the Warranty Period, that support services will be performed with reasonable care and skill, and that it has the right to grant the licence described in this Agreement.

Warelogix Solutions does not warrant that the platform will be entirely error-free. The WMS operates in environments including third-party networks and devices outside of Warelogix Solutions' control.

Limitation of Liability

Under no circumstances will Warelogix Solutions be liable for indirect, special, punitive, or consequential losses — including loss of profits, revenue, data, or contracts — however caused. These limitations do not apply in respect of death or bodily injury caused by negligence, or breach of the confidentiality obligations in Section 6.

Breach & Termination

If either Party materially breaches this Agreement and fails to remedy the breach within 30 days of written notice, the other Party may cancel the Agreement or claim specific performance — without prejudice to any other remedies available at law.

Either Party may terminate immediately on written notice if the other Party commences liquidation or business rescue proceedings, has an unsatisfied judgment against it for 30 days, or ceases to carry on business. Warelogix Solutions may suspend the Client's access if the Client fails to pay any invoice by its due date and does not remedy this within 10 business days of written notice.

On termination, the Client must immediately cease use of the platform. Warelogix Solutions will provide a reasonable period for the Client to export data before decommissioning the environment.

Force Majeure

Neither Party will be in breach for any failure or delay caused by circumstances beyond its reasonable control, including acts of government, civil unrest, natural disasters, utility failures, or failures of third-party providers. A Party seeking to rely on a Force Majeure event must notify the other Party in writing as soon as reasonably possible. If such an event persists for more than 120 days, either Party may cancel the Agreement on 30 days' written notice.

Dispute Resolution

The Parties will attempt to resolve any dispute informally and in good faith. Either Party may escalate to the respective chief executives by written notice — they will have up to 7 days to attempt informal resolution. If informal resolution fails, the dispute may be referred to arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA), with the seat in Sandton, Johannesburg.

This Agreement is governed by South African law. To the extent court proceedings are necessary, the Parties submit to the exclusive jurisdiction of the South Gauteng High Court.

General

• Entire Agreement — this Agreement supersedes all prior agreements on the same subject matter.
• Amendments — no amendment is valid unless made in writing and signed by authorised representatives of both Parties.
• Assignment — the Client may not assign any rights or obligations without prior written consent from Warelogix Solutions.
• No waiver — a failure or delay by either Party to exercise any right does not constitute a waiver of that right.
• Severability — if any provision is found to be illegal or unenforceable, it will be severed without affecting remaining provisions.
• Non-solicitation — neither Party may solicit for employment any staff member of the other involved in this Agreement, during the term and for 24 months after termination.
• Governing law — South African law. The UN Convention on Contracts for the International Sale of Goods is excluded.
• Costs — each Party bears its own legal costs in connection with the drafting and execution of this Agreement.

Platform Security Architecture

The Warelogix WMS is delivered as a cloud-based SaaS platform hosted on established cloud infrastructure with industry-standard physical and network security controls, including data centre access restrictions, redundant power, and network monitoring.

All data in transit between Client devices and the Warelogix platform is encrypted using TLS 1.2 or higher. Data at rest is encrypted using AES-256 or equivalent standards. Warelogix Solutions performs periodic vulnerability assessments and applies security patches as part of routine maintenance, scheduled outside of Service Hours where feasible.

Access Control & Authentication

• Entity isolation — users can only access data within the entity to which their profile is assigned. Cross-entity access requires explicit multi-entity user configuration.
• Role-level function control — each role is assigned a specific set of permitted functions. Users cannot access transactions or data outside their role's permissions.
• Transaction-level permissions — specific permissions (can_pick, can_receive, can_update_entity, is_scanner) are set at role level, controlling what actions a user can perform.
• Session management — inactive sessions are subject to timeout controls to reduce the risk of unauthorised access from unattended devices.

Warelogix Solutions staff access to client environments is restricted to authorised personnel only and is logged. Remote access for support is performed only with the Client's knowledge and cooperation.

Data Handling & Storage

All operational data — orders, ASNs, stock records, workflow history, and user activity — is stored in a managed relational database. Direct database access by end users is not permitted; all access goes through the application layer.

• Regular automated database backups with point-in-time recovery capability
• Backup data encrypted and stored separately from the primary database
• Database connections use encrypted protocols
• No Client operational data is used for testing, analytics, or any purpose other than delivering the contracted service

Client data remains the property of the Client at all times. Warelogix Solutions acts as a data processor and processes Client data only as directed under this Agreement.

Data Separation & Multi-Tenancy

All Client data is logically separated by Entity foreign key at the application level. A user assigned to Entity A cannot access, view, or modify data belonging to Entity B under any circumstances within the standard system configuration. This separation applies to stock records, orders, ASNs, bin content, workflow history, user accounts, reports, and all configuration data.

API Security

The Warelogix REST API is secured using API key authentication. Each integration partner is issued a unique API key which must be included in the X-API-Key header of every request.

• Key management — API keys are generated and managed via the Integration module. Keys can be revoked at any time by an authorised administrator.
• Webhook signing — all outbound webhooks are signed using HMAC-SHA256. The receiving system should verify the signature before processing the payload.
• Request logging — all API requests are logged with client, timestamp, endpoint, and response status. Error rates are tracked per client.
• Rate limiting — API endpoints are subject to rate limiting to protect platform stability.

Audit Logging & Monitoring

Every warehouse transaction writes an immutable record to the WorkFlow ledger. Records are not edited or deleted. Each record captures: the transaction type; the user who performed the action; date and time; product, quantity, source bin, and target bin where applicable; and the associated order, ASN, or document reference.

The WorkFlow ledger is accessible to authorised users via the Inquiry and Reports modules and is downloadable to Excel for compliance reporting or dispute resolution. Warelogix Solutions also monitors platform health, response times, and error rates at the infrastructure level.

Incident Response

In the event of a security incident, Warelogix Solutions will: investigate promptly upon becoming aware; take immediate steps to contain and remediate the issue; notify affected Clients within 72 hours of confirming the nature and scope of the incident; and cooperate with Clients and relevant authorities in any subsequent investigation.

Clients who suspect a security incident relating to their own user accounts, devices, or credentials should notify the Warelogix Solutions Service Desk immediately for prompt response and remediation.

Privacy Notice (POPIA)

What we process: User account information (name, email, username, role); contact details of Client representatives; activity logs associated with named user accounts.

Why: Solely to deliver the contracted SaaS service — user authentication, access control, audit logging, and support. We do not use personal information for marketing or profiling.

Who we share it with: Personal information is not sold or rented to third parties. Warelogix Solutions may share information with infrastructure providers strictly as required to deliver the service, under appropriate data processing agreements.

Your rights: Data subjects have the right to access their personal information, request correction, and object to processing. Requests should be directed to privacy@warelogixsolutions.com.

Data Retention & Deletion

Warelogix Solutions retains Client operational data for the duration of the Agreement and for a reasonable period thereafter to support post-termination data export requests, as set out in the Proposal. On termination, the Client will be given a reasonable export window to retrieve their data. Following that window, and upon written confirmation, Warelogix Solutions will securely delete the Client's data from the platform.

Client Responsibilities

• Device security — ensuring devices used to access the WMS are protected against unauthorised access and kept up to date.
• User account management — promptly deactivating user accounts for staff who leave or change roles.
• Credential confidentiality — ensuring users do not share login credentials and that passwords meet reasonable complexity standards.
• API key security — keeping API keys confidential and reporting suspected compromise immediately.
• Network security — maintaining adequate network security for the local environment connecting to the WMS, including secure Wi-Fi for scanner networks.
• Reporting — notifying Warelogix Solutions of any suspected security incidents or unusual system behaviour as soon as they become aware.