Terms and Conditions of Use
Effective as of 1st June 2016
1. What this agreement is about
- 1.1. If you are a user of Watuworx, this agreement
describes how you may use Watuworx and is made up of these terms and
- 1.2. If you are a partner and have subscribed to either
the Watuworx Payroll Programme or the Watuworx Partner Program terms
and conditions (“Watuworx Partner”), this agreement describes how you and
your own clients may use Watuworx and this agreement applies in addition
to the terms and conditions of the Watuworx Payroll Programme or
the Watuworx Partner Program as applicable to and accepted by you. If there
is any difference between this agreement and the Watuworx Payroll
Programme terms and conditions or the Watuworx Partner Program terms and
conditions or (where appropriate) your Watuworx Accountants Club Membership
Agreement, the terms of this agreement will take precedence in relation
to your operation and use of Watuworx.
- 1.3. In this agreement, where we say “Watuworx” we mean
all products comprising the payroll product family and all of the
products comprising the Watuworx accounting product family.
- 1.4. We may change the terms and conditions of this
reasonable efforts to communicate any changes to you via a notification
on Watuworx or by sending an email to you, but it is up to you to ensure
that you regularly check, read, understand and agree to the most recent
www.Watuworx.com as you will be deemed to accept all changes if you
continue to use Watuworx.
2. Who this agreement is between
- 2.1. This agreement is between: you, the person or
organisation authorised to use Watuworx; and us, Watuworx Limited
(company registration number,
registered office: Kenya).
- 2.2. By entering into this agreement, we both agree to be bound by and keep to it.
3. How you accept this agreement, and when this agreement starts
- 3.1. You accept every term and condition of this
agreement, and this agreement starts from the earliest date you tick a
box or click on a button (or something similar) when you are asked to
confirm that you accept this agreement during sign up to the service, or
when you use Watuworx (or any part of it). If you accept this agreement
and pay the relevant subscription fees (where applicable), we give you
the right to use Watuworx in the way described in this agreement. You
must not use Watuworx in any other way.
- 3.2. This agreement will continue until terminated in accordance with clause 17.
- 3.3. If you don't accept this agreement, you should
contact us or your Watuworx Partner immediately (where you have set up your
Watuworx account through your Watuworx Partner and your Watuworx Partner
administers it for you) and you should not use Watuworx.
4. Setting up a Watuworx account directly with Watuworx
- 4.1. We will give you your sign-in details and passwords
to enable you to use Watuworx (the “sign-in information”) once you have
registered with us. If you wish to redeem a promotion or activation
code you must enter this as part of the registration process. You will
need to activate your account within 28 days of receiving the activation
email which we will send to the email address you have registered with
us. Failure to activate your account may lead to an inability to access
any data which may have been entered into that account.
- 4.2. You may take advantage of a free trial of Watuworx.
We will confirm the duration of any applicable free trial period in a
confirmatory email following registration.
- 4.3. If you are a new customer to Watuworx and elect to
buy Watuworx immediately without a free trial by signing up the buy now
offer and entering your direct debit details, you will receive such
discount as we may from time to time determine off the recommended
retail price for 6 calendar months (or such other period as we specify
on our website or in our marketing literature) starting with the month
in which we accept your valid direct debit details (“Buy Now Discount”).
You will be charged for access to Watuworx from the date you provide
your direct debit details and your first invoice will be generated on
the first day of the next calendar month but prorated depending on the
date you signed up for Watuworx. After expiry of your Buy Now Discount
the monthly price for your Watuworx service will revert automatically
without notice to our current list price unless we advise otherwise.
Any break in payment resulting in a deactivation and subsequent
reactivation of your Watuworx account will result in your monthly
subscription being reactivated at our current list price. Once you have
purchased your first Watuworx service with the Buy Now Discount, any
additional subscriptions by you of a Watuworx service will be at our
then-current price list for that Watuworx service (plus VAT or
equivalent sales tax) as specified on our website from time to time.
- 4.4. If you continue to use Watuworx following your
trial period or if you have elected to purchase Watuworx without taking a
free trial, you agree to pay the applicable subscription fee (plus
any VAT or applicable sales tax) directly to us via the payment method
specified during registration or via any different payment method which
we may notify to you from time to time, until either you or we end this
agreement in one of the ways set out in clause 17.
- 4.5. If you fail to pay any amount payable by you under
this agreement, we may charge you interest on the amount overdue from
the due date of payment up to and including the date of actual payment
(as well as before and after judgment), at the rate of 4% per annum
above the base rate for the time being of Barcalys Bank plc if you
subscribe to Watuworx in Kenya. Such interest
shall accrue on a daily basis and be compounded quarterly and you will
pay the interest to us immediately upon demand. If at any time we charge
you an incorrect price, we reserve the right to rectify our invoice and
claim payment from you for the correct amount which you agree to pay.
If we have overcharged you, we will reimburse you for the amount by
which you have been overcharged.
- 4.6. We may increase the subscription fee for Watuworx
at any time by giving you not less than 30 days’ written notice and such
an increase will take effect from your next payment date after this
notice period has ended.
- 4.7. By using the functionality within Watuworx,
providing your Watuworx Partner is an accountant partner you can grant your
Watuworx accountant access to your Watuworx account provided that your Watuworx
accountant has subscribed to the Watuworx Online Accounting Programme. If
you choose to do this, we cannot accept any liability for the actions of
your Watuworx accountant including, without limitation, their access to
your Watuworx account or the data contained within it. Except where your
Watuworx accountant has set up your Watuworx account (in which event,
clause 5 shall apply), you can withdraw your Watuworx accountant’s access to
your Watuworx account at any time.
5. Setting up a Watuworx account through a Watuworx Partner
- 5.1. If your Watuworx Partner sets up your Watuworx account
for you it will automatically link your account to the Watuworx Partner’s
own Watuworx account. If you pay your Watuworx Partner and not us (until
such time that we, and/or your Watuworx Partner, notifies you to pay us
directly) for your use of Watuworx, your Watuworx Partner will manage your
Watuworx account. As you cannot withdraw your Watuworx Partner’s access to
your Watuworx account in these circumstances, you would need to request
that your Watuworx Partner withdraws their access to your Watuworx account.
- 5.2. We cannot accept any liability which arises out of
or in connection with any act, omission or other failure of your Watuworx
Partner, without limitation, its access to your Watuworx account.
- 5.3. You are responsible for working with your Watuworx
Partner to set and manage access rights and levels of access that your
Watuworx Partner has over your Watuworx account as agreed between you and
your Watuworx Partner. You acknowledge that we have no control over such
access rights and therefore we accept no liability for any loss or
damage or other liability that you suffer as a result of any act,
omission or failure of your Watuworx Partner.
6. Sign up via Social Log in
- 6.1. If you sign up to Watuworx via a “social log in”
(either using the web app or Mobile App) we will rely upon the relevant
social log in’s authentication process and you will be able to access
your Watuworx Account via your log in to the relevant social website or
app. You will not be required to create a separate id or password to
access your Watuworx account and you will only be able to gain access to
your Watuworx account when you are logged on to the relevant social
website or app.
- 6.2. Watuworx will use the personal data it obtains from the
relevant social log in app or website to manage you Watuworx account
and shall not be responsible for loss of any data from your Watuworx
account or unauthorised access to your Watuworx account which arises as a
result of failures in the security of the relevant social log in app or
- 6.3. Once you have set up your Watuworx account via a
social log in, you will be able to change your details by following the
instructions available within Watuworx.
7. Setting up and using Watuworx via a Mobile App
- 7.1. In these terms where we refer to a “Mobile App” we
mean a Watuworx application that we have developed for use on mobile
phones which will allow you to set up a Watuworx Account in accordance
with these terms and the specific terms governing the use of the Mobile
App, which will be available at the time you download the Mobile App
(“Application Licence Terms”).
- 7.2. The Mobile App is free and unless we notify you
otherwise, you will not be charged for your use of the Mobile App.
Should a charge become payable we will notify you in reasonable time to
allow you to determine if you would like to continue to use the Mobile
- 7.3. If you sign up to the Mobile App directly, clause
4.1 outlines how you will receive your log in details to set up a Watuworx
One Account via the Mobile App.
- 7.4. If you sign up to the Mobile App via social sign on, clause 6 above will apply.
- 7.5. If you only use Watuworx via the Mobile App you
will not be entitled technical support as outlined at clause 14 of these
8. Your rights to use Watuworx and your obligations
- 8.1. You must only use Watuworx for your internal
business purposes and only to input your own information into Watuworx,
unless you are a Watuworx Partner. Watuworx Partners may link to their clients’
Watuworx services for the purposes of inputting, transferring and
analysing data on behalf of such clients (where the client permits this)
and for making the Watuworx service available to them.
- 8.2. All rights of ownership of the information you or a
Watuworx Partner inputs into Watuworx remain yours but your access to this
information is dependent upon you complying with these terms and
conditions and your applicable subscription fee being paid in full. We
follow good industry practice to prevent data loss; however, you must
keep copies of any information inputted into Watuworx (or generated by
it) as we cannot guarantee that your information will not be lost or
damaged and you should be aware that in the event of your Watuworx Partner
ceasing to administer your Watuworx account, any documents stored using
Watuworx will be destroyed.
- 8.3. You cannot transfer your Watuworx subscription (or
your use of Watuworx for demonstration and evaluation purposes or any
free trial, promotion or activation code), or your Watuworx Account
created via a Mobile App to any other person or organisation. For
example, you cannot sell it if you no longer want to use Watuworx, or if
you become insolvent an insolvency practitioner may not pass on your
Watuworx subscription (including your sign-in information) as part of
your business’s assets. Further information on this is set out in clause
- 8.4. You must comply with all applicable laws and
legislation in respect of your use of Watuworx and for any filing,
sharing or use of the documents, you must ensure that
the content of any files does not and will not result in any injury,
damage or harm to us or any third party (including, without limitation,
defamation or breach of confidentiality) and the content does not
contain anything which is unlawful, obscene, indecent or immoral or
promotes illegal or unlawful activities.
- 8.5. You acknowledge that we are not your accountant and
Watuworx should not be used as a substitute for professional
- 8.6. Some features of Watuworx rely on integration with
other Watuworx products and services or provide access to
technology, information or services not provided by us (such as the KRA
& Customs website even though it may look like Watuworx operates
these technologies or services). You may purchase or subscribe to third
party complimentary products, software or services (including from the
Add-On section of the Watuworx website) that integrate or work with Watuworx
One or any other Watuworx products and services or technology, information
or services not provided by us (“Additional Services”). It is your
responsibility to decide whether or not to use Additional Services and
if you choose to do so you must agree to the separate applicable terms
and conditions presented to you by Watuworx or the third party for those
Additional Services. If there is a conflict between any of the
terms of this agreement and the Additional Services terms, the
Additional Services terms will apply in relation to your use of the
Additional Service in question. Except where clause 16.4 applies, we are
not responsible for any issue with any third-party technology,
information and/or services and will not be liable for those issues.
We may withdraw access to such third party technology, information
or services via Watuworx at any time and without notifying you.
- 8.7. You acknowledge that, where relevant, the third
party provider of the Additional Services may collect from you the
subscription fees due for Watuworx. In such circumstances you agree to
pay the applicable subscription fee (plus any VAT or applicable sales
tax) directly to the third party provider via the payment method and
subject to the payment terms specified during registration or which may
otherwise be notified to you from time to time, in default of which the
payment terms set out in this agreement shall apply.
- 8.8. You agree that if you receive Watuworx at a special
or discounted price you will only be able to receive Watuworx at that
special or discounted price if your subscription fees for Watuworx are
paid continuously. Any delay or other failure in payment which results
in a suspension, termination or other deactivation of your account may
result in your monthly subscription fee being reactivated at our
then-current list price which will be higher than the special or
discounted price you previously paid. Please visit our website for
details of our pricing.
9. Special Terms for Accounting
If you subscribe to Accounting (including any applicable
free trial period), the following terms and conditions shall apply to
9.1 Setting up Accounting
- 9.1.1 When you register with us to use Accounting,
the first business you register will be known as the “Lead Business”.
During this registration process, you will be registered with us as the
“Subscriber User” for that Lead Business.
- 9.1.2 Accounting allows you to add via your Watuworx
account additional businesses owned and controlled by you to Watuworx
so that those additional businesses may use Accounting, subject to your
payment of the applicable subscription fee (“Additional Business”). If
you wish to add more Additional Businesses than is permitted by your
Watuworx account, you will need to contact us at email@example.com.
We will confirm the
number of Additional Businesses you may add to your Watuworx account and
the applicable monthly subscription fee immediately payable for each
Additional Business (such Additional Businesses do not qualify for a
- 9.1.3 The subscription fee payable for Accounting
for the Lead Business and for each Additional Business you add to your
Watuworx account is payable to us monthly in advance. You agree to set
up a monthly direct debit for the Lead Business and for each Additional
Business using Accounting so that we will receive a separate payment
from you in respect of the Lead Business and each Additional Business
for their use of Accounting.
- 9.1.4 If your Watuworx Partner sets up and manages your
Watuworx account pursuant to clause 5.1 above, your Watuworx Partner will
not be able to add Additional Businesses to your Watuworx account to use
Accounting. If you wish to add an Additional Business in these
circumstances, please contact us as set out in clause 9.1.1 above.
9.2 Using Accounting
- 9.2.1 For each Additional Business you will need to
allocate a person who will be the system manager for that Additional
Business (“System Manager”). The System Manager is responsible for
allocating and managing the number of users for the Additional Business
and may be the same person as the Subscriber User but need not be.
- 9.2.2 The number of users for a Lead Business and/or
an Additional Business is subject to our discretion and we may reduce
the number of users for a Lead Business and/or an Additional Business
upon notice to you at any time.
- 9.2.3 You will at all times (and will procure that
the System Manager and each user of Accounting will) properly and fully
comply with the terms and conditions of this agreement. Any act,
omission or other failure on the part of the System Manager and/or any
user of Accounting will be deemed to be an act, omission or failure by
- 9.2.4 We may change how we provide support for
Accounting (and if any applicable charges may become payable) by posting
a notification on Watuworx or emailing you with details of the changes.
We will aim to give you as much advance notice as possible of these
11. Restrictions on your use of Watuworx
11.1 The following list gives examples of things you must not do with Watuworx:
- 11.1.1 you must not introduce any viruses or harmful technology to Watuworx;
- 11.1.2 you must not try to gain unauthorised access to Watuworx or any underlying technology;
- 11.1.3 you must not try to affect the availability of Watuworx to our users (sometimes called ‘a denial-of-service attack’);
- 11.1.4 unless you are a Watuworx Partner or except as
expressly permitted in this agreement, you must not give anyone else any
right (of any kind) to use or benefit from Watuworx in any way or
provide Watuworx to others. For example, you cannot use Watuworx with
someone else’s information to provide a service to them;
- 11.1.5 you may not use Watuworx to help you develop
your own software. For example, you must not use or copy all or any part
of Watuworx's ‘graphical user interface’, ‘operating logic’ or
‘database structure’ for it to be part of, or to develop, any software
or other product or technology, unless that use or copying is allowed by
- 11.2 It is impossible to provide an exhaustive list of
exactly what constitutes acceptable and unacceptable use of Watuworx. In
general, we will not tolerate any use which damages or is likely to
damage our business or reputation, the availability or integrity of Watuworx
One or which causes us or threatens to cause us to incur any legal, tax
or regulatory liability. We will also not tolerate any conduct by you
with is (or we reasonably deem to be) offensive, malicious, threatening,
intimidating or otherwise unacceptable behaviour (“Unacceptable
Conduct”). If we consider you have participated in any Unacceptable
Conduct, we may end this agreement by giving you 20 days’ notice in
writing. In these circumstances you will not be entitled to a refund of
any amounts you have paid to us in advance for your subscription period.
12. Our promises relating to Watuworx
- 12.1 Whilst we aim to provide uninterrupted use of Watuworx
One, unfortunately we can’t guarantee this, for example, some
interruptions may be caused by reasons outside our control and in such
circumstances, we will not be responsible for any failure to perform our
obligations in this agreement, and we will be excused from that failure
for so long as those circumstances continue.
12.2 We do not promise:
- 12.2.1 that Watuworx will be compatible with your web browser or computer set-up;
- 12.2.2 that Watuworx will meet your own needs;
- 12.2.3 that you will be able to use Watuworx in any particular way;
- 12.2.4 that you will get particular outputs from Watuworx;
- 12.2.5 the standard of the results you get from using Watuworx; or
- 12.2.6 that, where you use our technical support services, we will be able to fix your problem or remedy your issue.
The fact that you have told our representative about
how you intend to use Watuworx will not affect this clause as Watuworx
has been developed for many different types of users, and you are
responsible for setting up and accessing Watuworx so that you can use it
in the way you need, and as best suits your circumstances.
- 12.3 You are solely responsible for obtaining and
maintaining your internet and network connections and any associated
problems are your responsibility.
- 12.4 We will take reasonable steps to make sure that
Watuworx is free from viruses but we cannot guarantee this. We recommend
that you use your own virus-protection software as we will not be
responsible for any loss or damage caused by any viruses or other
harmful technology that may infect your computer systems, data or other
material owned by you.
- 12.5 You are responsible for controlling who can access
your Watuworx account. We advise that you don’t allow anyone else to use
your sign in information and that you change your password at regular
- 12.6 From time to time we may temporarily suspend access
to Watuworx, for maintenance, repairs or other reasons. We will try to
do this outside normal business hours and provide advance notice but
this might not always be possible. If we become aware that there is an
issue with Watuworx which affects you we may contact you to discuss the
steps required to remedy that issue. You agree to provide all reasonably
assistance in helping us remedy that issue.
- 12.7 We promise that we will use our reasonable skill and care to provide any service to you under this agreement.
- 12.8 This agreement describes all of our promises
relating to Watuworx. Unless this agreement says otherwise, we are not
bound by any other contract terms, warranties or other type of promise.
If, under any law, a particular term, warranty or other type of promise
relating to Watuworx would automatically be included in this agreement,
we will only be bound by that term, warranty or promise to the extent
prescribed by law.
13. Your Information, Customer Data and Personal Data
Information you provide to us (this information excludes
any data inputted by you or on your behalf into Watuworx which we refer
to in this agreement as “Customer Data”)
13.1 We will use any information you to provide us under
this agreement (excluding Customer Data), or that we collect under this
- 13.1.1. provide, manage and administer your use of Watuworx;
- 13.1.2. fulfil our contractual obligations under this agreement;
- 13.1.3. liaise with regulators, banks, law enforcement agencies (including the police);
- 13.1.4. contact you to see if you would like to take part in our customer research;
- 13.1.5. contact you about other products and services which we think you will be interested in;
- 13.1.6. analyse your use of Watuworx to
deliver targeted advertising, marketing (including in-product messaging)
or information to you which may be useful to you, based on your use of
13.2. We may disclose information you provide to us (but
not Customer Data) to other companies in the Watuworx group of companies,
our contractors, and other organisations including, without limitation,
we may disclose information to:
- 13.2.1. Watuworx Ltd (which is our ultimate parent company);
- 13.2.2. organisations which we use to help us send communications;
- 13.2.3 organisations we use to help us provide the software or services (such as hosting providers, where relevant);
- 13.2.4 law enforcement agencies;
- 13.2.5. third parties (if any) used by us to perform our obligations to you under this agreement; and
- 13.2.6. any other person in order to meet any legal obligations on us, including statutory or regulatory reporting.
- 13.3. If you provide us with information which contains
personal data we will process and you agree and authorise us to process
- 13.4. If at any time you do not want us to use your
personal data in the manner described at clause 13.1.4 (customer
research), clause 13.1.5 (information about other products or services)
and/or you do not wish to receive targeted advertising or marketing,
please email us at firstname.lastname@example.org.
- Customer Data
- 13.5. You own your Customer Data and you have sole
responsibility for its legality, reliability, integrity, accuracy and
- 13.6 To the extent personal data is included in any
Customer Data we will process that data on your behalf as a data
processor. We will only process such personal data in accordance
with your instructions (and you hereby instruct us to take such steps in
the processing of personal data on your behalf as are necessary for the
provision of Watuworx under this agreement and the performance of our
obligations under this agreement).
13.7. We will use any Customer Data that you transfer to
us or is inputted in Watuworx pursuant to this agreement to:
- 13.7.1. provide, manage and administer your use of Watuworx;
- 13.7.2. fulfil our contractual obligations under this agreement; and
- 13.7.3 undertake internal testing of our system to
test, fix and improve the security, performance and provision of Watuworx
One under this agreement. We would anonymise all data (including
Customer Data) used for these purposes.
13.8. You warrant and represent that:
- 13.8.1. you will comply with the data protection laws if applicable;
- 13.8.2. you are authorised pursuant to the data
protection laws if applicable to disclose any personal data which you disclose or
otherwise provide to us regarding persons other than yourself;
- 13.8.3. you will where required under the data
protection laws if applicable obtain all necessary consents in order for (i) you to
disclose the personal data to us; (ii) us to process the personal data
for the purposes of providing Watuworx
13.9. We warrant and represent that during the term of this agreement we will:
- 13.9.1. comply with the Data Protection Laws applicable to us whilst such personal data are in our control;
- 13.9.2. (having regard to the state of technological
development and the cost of implementing any measures), take
appropriate technical and organisational measures against unauthorised
or unlawful processing of personal data and against accidental loss or
destruction of, or damage to, personal data, to ensure a level of
security appropriate to the harm that might result from such
unauthorised or unlawful processing or accidental loss, destruction or
damage and the nature of the data to be protected; and
- 13.9.3. take reasonable steps to ensure the reliability of our employees who have access to any personal data.
13.11. We may, subject to clause 13.7, provide
Customer Data that you transfer to us pursuant to this agreement to:
- 13.11.1. our agents, service providers and other companies within the Watuworx group of companies;
- 13.11.2. law enforcement agencies;
- 13.11.3 any other person in order to meet any legal obligations on us, including statutory or regulatory reporting; and
- 13.11.4. any other person who has a legal right to require disclosure of the information.
14. Technical support and how we may access your Watuworx account
- 14.1 During the period of your subscription, we aim to
give you 24-hour technical support 7 days a week (although there may be
times where we are unable to do this for reasons outside our control)
covering problems you may have using Watuworx. We may provide this by
telephone, email, web-chat, remote assistance (where we will access your
account and data online) or self-help online support as described in
the Help Section of Watuworx. You grant us the right to access your
systems to provide such support (and, in the case of Accounting, you
shall ensure that we will have access to your systems for the Lead
Business and each Additional Business using Accounting so that we may
provide you with support). If we do not have this access we may not be
able to provide you with support.
- 14.2 We will not at any time give you technical support
or other assistance for any hardware, third-party software, services or
other equipment used with Watuworx.
15. Intellectual Property Rights
- 15.1 Although you have rights to use Watuworx as
described in this agreement, you do not own any of the intellectual
property rights in Watuworx or any of its related logos. We (or the
third party from whom we obtain our rights if we are not the owner)
continue to own the intellectual property rights in Watuworx and any
related logos, including any software we provide to replace all or part
of Watuworx. The only rights you have to Watuworx are as set out in this
- 15.2 You undertake not to use Watuworx’s name or brand in any promotion or marketing or other announcement.
16. Our liability and responsibility to you if something goes wrong
- 16.1. This clause sets out our entire liability to you
(including any Lead Business and/or Additional Business) which arises
out of or in connection with this agreement whether in contract, tort
(including negligence or breach of statutory duty), misrepresentation or
- 16.2 Subject to clauses 16.4 and 16.5, our total
liability in contract, tort (including negligence or breach of statutory
duty), misrepresentation or otherwise arising under or in connection
with this agreement will be limited to paying you an amount which is
equal to the total of all fees you have paid to us for your use of the
relevant Watuworx product during the 12 month period immediately
preceding the date on which the claim arose (such relevant Watuworx
product being the product forming the subject matter of the claim).
16.3 Subject to clauses 16.4 and 16.5, we will not be
responsible whether in contract, tort (including negligence or breach of
statutory duty), misrepresentation or otherwise for any of the
following (even if we knew or should have known there was a possibility
you could suffer or incur such loss or damage):
- 16.3.1 loss of profit, business or revenue and/or depletion of goodwill or similar losses;
- 16.3.2 loss of use or loss of or damage to data/information inputted by you into Watuworx;
- 16.3.3 any interruption to your business or damage to information, however that interruption or damage is caused;
- 16.3.4 losses you suffer as a result of using Watuworx other than as described in the relevant documents or instructions; and/or
- 16.3.5 any loss or damage which we could not have
reasonably known about at the time you entered into this agreement
including, without limitation any special, indirect or consequential
loss or damage.
16.4 Nothing in this agreement will exclude or limit our liability for:
- 16.4.1 fraud;
- 16.4.2 death of or personal injury to any person as a result of our negligence; or
- 16.4.3 any other matter which cannot be excluded or limited under applicable law.
- 16.5 All warranties, conditions and other terms implied
by statute or common law are, to the fullest extent, permitted by law,
excluded from this agreement.
16.6 Your and our responsibilities under this agreement are reasonable because they reflect that:
- 16.6.1 we cannot control how, and for what purposes, you use Watuworx;
- 16.6.2 we have not developed Watuworx specifically for you; and
- 16.6.3 although we follow good industry practice, it
is not economically possible for us to carry out all the tests
necessary to make sure that Watuworx is problem or error free.
17. How this agreement may be brought to an end and what happens on termination
17.1 We may end this agreement:
- 17.1.1 immediately if we or your Watuworx Partner (if
appropriate) do not receive your subscription fee or any other fees due
to us under this agreement by the relevant due date; or
- 17.1.2 at any time on giving you at least 30 days’
notice and if we do, we will refund to you any amounts you have paid in
advance for the applicable subscription period calculated from the date
- 17.2 You may end this agreement at any time by sending
us an email to email@example.com or by notifying your Watuworx Partner
(where your Watuworx Partner has set up your Watuworx account). In the case
of Accounting, the Subscriber User must send this email. If you end this
agreement, we will confirm the date that this agreement will end. We
will not give you a refund for any amounts you have paid in advance for
the applicable subscription period, and you must immediately pay all
amounts you owe to us (or your Watuworx Partner (as the case may be)) by the
date this agreement ends. If you continue to use Watuworx after the
expiry of any subscription period we will be entitled to charge you for
such use at our then current applicable fees.
- 17.3 If you choose not to pay the subscription fee to
continue to use Watuworx at the end of any trial period your access to
Watuworx will immediately end.
- 17.4 If you or we discover that the other has done
something which is not allowed by this agreement, or has not done
something that must be done, the one making such discovery can give the
other written notice that the matter must be put right within 30 days.
If the matter is put right in that time, no further action will be
taken. If it is not put right in that time, the person who made the
discovery may end this agreement upon giving the other notice in
- 17.5 This agreement will automatically (i.e. without us
having to tell you) and immediately end without refund if you or your
Watuworx Partner become bankrupt (or something similar happens) or your
business or that of your Watuworx Partner is not able to pay its debts,
stops trading or becomes insolvent (or something similar happens). In
those circumstances we will have no further obligation to you under this
agreement and any monies due from you will become immediately due and
- 17.6 No matter how this agreement ends, the information
you store in Watuworx remains your information (even if inputted by your
Watuworx Partner) and you can access it in a format provided by Watuworx
before the end of this agreement. If you (or your Watuworx Partner) wish to
access your information after this agreement has ended, you agree to pay
our reasonable charges for that access.
- 17.7 In addition to our rights to end this agreement, we
may also suspend your use of Watuworx at any time if we (or your Watuworx
Partner if applicable) do not receive payment in full when due or if we
suspect that you or your Watuworx Partner has breached any part of this
agreement. If you are an Accounting customer, we may suspend your use of
Accounting for the Lead Business and each Additional Business
regardless of which business is in breach of this agreement and/or has
defaulted in payment.
- 17.8 Any suspension of your Watuworx account will
continue until such time that the breach in question has been remedied
to our reasonable satisfaction and/or we have received payment from you
in full. Where we suspend or terminate your use of Watuworx under this
clause, we may at our discretion agree to reactivate your account
subject to you paying to us a reactivation fee. In accordance with
clause 8.8 above, if you received Watuworx at a special or discounted
price your monthly subscription fee may be reactivated at our
then-current list price which will be higher than the special or
discounted price you previously paid. Please visit our Website for
details of our pricing.
18. What else do you need to know?
- 18.1 If a court or similar body decides that any wording
in this agreement cannot be enforced, that decision will not affect the
rest of this agreement, which will remain binding on both parties.
However, if the wording that cannot be enforced could be enforced if
part of it is deleted, we will both treat the relevant part of the
wording as if it is deleted.
- 18.2 If you or we fail to, or delay in, exercising any
rights under this agreement, that will not mean that those rights cannot
be exercised in the future.
- 18.3 This agreement and the documents we refer to above
constitute the entire agreement between you and us for your use of Watuworx
One, and replaces all documents, information and other communications
(whether spoken or written) between us for such use.
- 18.4 As specified in clause 8.3, this agreement is
personal to you and may not be transferred, assigned, subcontracted,
licensed, charged or otherwise dealt with or disposed of (whether in
whole or in part) by you without our prior written consent. We may
transfer, assign, subcontract, license, charge or otherwise deal with or
dispose of (whether in whole or in part) this agreement at any time
without your consent.
- 18.5 A person who is not a party to this agreement has no right to enforce any term of it.
- 18.6 Where either party is required to notify the other
party by email, the party shall be deemed to have received the email on
the first business day following transmission.
19. Which laws govern this agreement?
- If you subscribe to Watuworx in Kenya, this
agreement is governed by the laws of Kenya and you and we both agree
that the courts of Kenyawill be the only courts that can decide on
legal disputes or claims about this agreement.
Buy Now Promotion Terms & Conditions
From time to time we may offer discounts to new customers who
choose to buy Watuworx services or users in a free trial period. If we
run such a promotion, it will be subject to these terms and conditions:
- 1. The buy-now offer (the “Promotion”) is brought to you
by Watuworx Ltd.
- 2. By participating in the Promotion you indicate your acceptance of these terms and conditions (the “Buy Now Promotion Terms”).
- 3. If you are a new customer to Watuworx or you are
using Watuworx Accounts, Watuworx Accounts Extra or Watuworx Payroll
(the “Watuworx service”) under a free trial, you will be entitled to
receive the Watuworx service at such discount off our recommended retail
price as we may from time to time determine (plus VAT or equivalent
sales tax) (the “Buy Now Price”) if you sign up as a paying customer by
entering your direct debit details and the promotion code into Watuworx
during the period to which this Promotion applies as specified on our
website or in our marketing literature from time to time (the “Buy Now
- 4. If you take advantage of the Buy Now Price during the
Buy Now Promotional Period, the Buy Now Price shall apply for 6
calendar months, or such other period of time we specify on our website
or in our marketing literature, starting with the month in which we
accept your valid direct debit details (the “Discount Period”), unless
your subscription is cancelled in accordance with the Watuworx Standard
Terms and Conditions of Use. After the expiry of the Discount Period,
the monthly price for your Watuworx service will revert automatically
without notice to our Current Price List, unless we advise you
- 5. Once you have purchased your first Watuworx service
at the Buy Now Price, any additional subscriptions by you of a Watuworx
service will be at our then-current price list for that Watuworx service
(plus VAT or equivalent sales tax) as specified on our website from
time to time (the “Current List Price”). To provide an example, if you
take advantage of the Buy Now Price for Watuworx Accounts and later wish
to subscribe to Watuworx Payroll during the Buy Now Promotional Period,
you would be required to pay our Current List Price for your
subscription to receive Payroll.
- 6. The Buy Now Price is only available if you continue
to pay your subscription continuously for the Discount Period, any break
in payment resulting in a deactivation and subsequent reactivation of
your account will result in your monthly subscription being reactivated
at our higher Current List Price. If you take a Watuworx service at the
Buy Now Price during the Buy Now Promotional Period you cannot downgrade
your service other than by terminating your Watuworx service in
accordance with the Watuworx Standard Terms and Conditions of Use.
- 7. Unless we specify otherwise, you may not take
advantage of the Buy Now Price if you sign up to Watuworx via your
accountant or combine the Buy Now Price with any other promotion or
offer except as follows. This restriction does not apply to any
promotions currently available with the Watuworx Club which may be
combined with the Buy Now Price.
- 8. If you enter the Promotion you agree that we may use
your personal details to administer and run this Promotion and to send
you other marketing material relating to any of our products or
services. We will retain the personal details you submit on our database
for a reasonable period of time and we may need to share your details
with our agents or contractors who help us to run our marketing and
promotional activities. If you do not consent to such use of your
personal details please do not enter this Promotion. If you would like
to know more about how we use personal details, please review our
- 9. These Buy Now Promotion Terms apply in addition to
the Watuworx standard terms and conditions of use which are available at
If these Buy Now Promotion Terms conflict or contradict the Watuworx
- 10. We shall not be liable to you if you suffer any loss
or damage by entering this Promotion (including without limitation any
loss of profits, loss of revenue, loss of goodwill that arises out of or
in connection with your participation in the Promotion) or from our
refusal to allow you take part in the Promotion or our withdrawal of the
Promotion or any other failure or inability by you to participate in or
benefit from the Promotion for any reason. Nothing in these terms and
conditions excludes or limits our liability in respect of personal
injury or death caused by our negligence, or for fraud.
- 11. We reserve the right to change these terms and conditions and/or withdraw this Promotion at any time without notice.
- 12. If you subscribe to Watuworx in Kenya,
Buy Now Promotion Terms (and all non-contractual claims and disputes)
are governed by the laws of Kenya and you and we both agree that the
courts of Kenya will be the only courts that can decide on legal
disputes or claims which arise out of or in connection with this