Section 01
Definitions
In this Agreement, the following terms carry the meanings set out below:
- Agreement — the contract between Warelogix Solutions and the Client, consisting of these Terms, the Proposal, and all appendices and schedules thereto.
- Client — the entity that has signed the Proposal and is authorised to use the Warelogix WMS under this Agreement.
- Warelogix WMS or SaaS — the cloud-hosted Warelogix Warehouse Management System and all related modules, APIs, and documentation made available by Warelogix Solutions under this Agreement.
- Warelogix Solutions — the company providing the SaaS service under this Agreement.
- Entity — a single warehouse or operational environment configured within the Warelogix WMS for the Client's use.
- Proposal — a signed document between the Parties 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 in the service will be 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 to 17:00 SAST, excluding South African public holidays.
- Scheduled Downtime — planned maintenance windows agreed between the Parties in advance.
- Service Level Default — a failure by Warelogix Solutions to meet a committed Service Level.
- Confidential Information — all non-public information disclosed by one Party to the other in connection with this Agreement, including business data, system configurations, and client data.
- Productive Use — use of the SaaS in a live or production warehouse environment for day-to-day operations.
- Variation Order — a written document recording an agreed amendment to this Agreement, signed by both Parties.
- Force Majeure — events beyond the reasonable control of a Party, including natural disasters, acts of government, civil unrest, utility failures, and failures of third-party service providers.
Section 02
The SaaS Service
Warelogix Solutions grants the Client a personal, non-exclusive, non-transferable licence to access and use the Warelogix WMS solely for the Client's internal warehouse operations, during the term of this Agreement.
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 does not need to procure on-premise servers. The Client is responsible for its own network connectivity and end-user devices.
Warelogix Solutions may release updates and new features from time to time. The Client agrees to operate on the current version of the platform and to 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 access controls or security features; introduce malicious code into the platform; use the platform for any unlawful purpose; or attempt to access data belonging to other entities or clients 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.
Section 03
Client Obligations
The Client is responsible for the following throughout the term of this Agreement:
- Network and devices — maintaining reliable internet connectivity and suitable end-user devices needed to operate the Warelogix WMS.
- Data preparation — preparing and uploading master data (product master, bin master, PFEP, customer records, route codes) to the required format before go-live and when onboarding new entities.
- User management — creating user accounts, assigning roles and permissions, and ensuring only authorised staff have access.
- Accurate use — ensuring that staff operate the system according to the training provided and do not attempt to circumvent system controls.
- Timely cooperation — providing information, access, and approvals reasonably requested by Warelogix Solutions within 3 business days of any such request.
- 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 that arise from the Client's failure to meet the above obligations.
Section 04
Service Desk & Support
Warelogix Solutions provides a Service Desk for logging and managing service requests and incidents during Service Hours. The Service Desk will receive and log all Service Calls, classify each as an Incident or general service request, perform initial diagnosis, and track progress through 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 any relevant system activity at the time.
A Service Call is considered resolved when Warelogix Solutions advises the Client it has been resolved. If the Client disagrees, they must notify the Service Desk in writing within 3 business days with sufficient detail to identify the outstanding issue. If the Client neither agrees nor disputes within 3 business days, the call is deemed resolved and closed.
Section 05
Service Levels & Incident Response
Service Levels apply during Service Hours only and are measured on a per calendar month basis. The following severity classifications apply:
| Severity | Definition | Example |
|---|
| Severity 1 | The Client is unable to process critical business transactions — system is effectively down for core operations. | Unable to receive stock, pick orders, or access the system entirely. |
| Severity 2 | Important processes are impaired. Processing time is significantly degraded and will result in adverse business impact in the short term. | Pick allocations failing intermittently; shipment confirmation unavailable. |
| Severity 3 | Minor degradation, cosmetic issues, or non-critical feature failures that do not materially affect operations. | Report download slow; minor UI display issue; non-critical field missing. |
Severity 1 incidents are immediately escalated to the Warelogix Solutions team lead. For Severity 2 and 3 incidents, escalation occurs if response or resolution targets set out in the Proposal are not met.
No Service Level Default is incurred during Scheduled Downtime, where failures arise from the Client's own network or devices, or during Force Majeure events.
Section 06
Confidentiality
Both Parties agree to treat all Confidential Information received from the other Party as strictly confidential and not to 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 under this Agreement. Each Party must take reasonable measures to protect the other's Confidential Information — at least the same standard of care it applies to its own.
These obligations do not apply to information that is 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.
Section 07
Intellectual Property
All intellectual property in the Warelogix WMS — including its software, architecture, design, documentation, and any enhancements made by Warelogix Solutions — 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 to the Client is a right to use only and does not confer any ownership, sub-licencing rights, or rights to modify the platform. Neither Party may use the other's trademarks or brand names without prior written consent.
Section 08
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. Like all software systems, the Warelogix WMS operates in environments that include third-party networks and devices outside of Warelogix Solutions' control.
The warranty does not apply where issues arise from the Client's failure to maintain its network or devices, use by untrained users, modifications made by the Client or any third party without authorisation, or external factors such as power failures or network outages.
Section 09
Limitation of Liability
Warelogix Solutions' total liability to the Client for any claim arising under this Agreement is capped at the fees paid by the Client for the specific service to which the claim relates during the 60-day period immediately preceding the cause of action.
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 and whether or not foreseeable.
These limitations do not apply in respect of death or bodily injury caused by negligence, or breach of the confidentiality obligations in Section 6.
The Client indemnifies Warelogix Solutions against any third-party claims arising from the Client's use or misuse of the platform, including claims arising from unlicensed IP loaded by the Client.
Section 10
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 disposes of a material portion of its assets or ceases to carry on business.
Warelogix Solutions may suspend the Client's access to the platform 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 its data before decommissioning the Client's environment.
Section 11
Force Majeure
Neither Party will be in breach of this Agreement 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 communication providers.
A Party seeking to rely on a Force Majeure event must notify the other Party in writing as soon as reasonably possible, stating the nature and commencement date of the event. If a Force Majeure event persists for more than 120 days, either Party may cancel the Agreement on 30 days' written notice.
Section 12
Dispute Resolution
The Parties will attempt to resolve any dispute informally and in good faith. Either Party may escalate a dispute to the respective chief executives by written notice. The executives 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 of arbitration in Sandton, Johannesburg. Either Party may seek urgent interim relief from a court of competent jurisdiction pending arbitration.
This Agreement is governed by the laws of the Republic of South Africa. To the extent court proceedings are necessary, the Parties submit to the exclusive jurisdiction of the South Gauteng High Court.
Section 13
General
- Entire Agreement — this Agreement constitutes the entire agreement between the Parties and 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 the remaining provisions.
- Non-solicitation — neither Party may solicit for employment any staff member of the other who was involved in this Agreement, during the term and for 24 months after termination.
- Notices — all notices must be in writing and delivered to the addresses set out in the Proposal. Hand-delivered notices are effective on the date of delivery; registered post is deemed received on the 7th business day after posting.
- Governing law — this Agreement is governed by 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.
For queries regarding this Agreement, contact Warelogix Solutions at legal@warelogixsolutions.com. This document was last updated in 2026 and applies to all active and new Warelogix Solutions client agreements.