Software Subscription & Licence Agreement

Effective Date:  1 Jan 2023 ·

Last Updated:  1 March 2026


This WIMS Software Subscription & Licence Agreement (“Agreement”) is entered into between:

ITE WIMS Water Information (Pty) Ltd, a company duly incorporated in the Republic of South Africa (“WIMS”),

and

The customer identified in the applicable signed quotation (“Client”).

This Agreement becomes binding on the earlier of:

Signature of an Quotation; or

Access to or use of WIMS.


1.Definitions

For purposes of this Agreement:

  1. “Authorised Users” means employees or approved contractors of Client authorised to access WIMS.
  2. “Effective Date” means the date specified in the Order Form.
  3. “Order Form” means the commercial schedule signed by the parties setting out subscription scope and fees.
  4. “Subscription Term” means the annual period for which fees are payable.
  5. “WIMS” means the Water Information Management System software platform, including mobile applications and associated components.


2. Grant of licence

2.1 WIMS grants Client a limited, non-exclusive, non-transferable, revocable licence to access and use WIMS for internal business purposes only.

2.2 This licence:

  1. Does not transfer ownership;
  2. Is restricted to the Subscription Term;
  3. Is subject to payment of all fees.

2.3 All intellectual property rights in WIMS remain exclusively owned by WIMS.


3. Subscription & Fees

3.1 Annual Subscription

WIMS is licensed on an annual subscription basis unless otherwise agreed in writing.

The Subscription Term:

  1. Commences on the Effective Date;
  2. Continues for twelve (12) months;
  3. Renews annually unless terminated in writing at least 30 days before renewal.

3.2 CPI & Functional Adjustments

  1. WIMS reserves the right to:
  2. Apply annual price increases aligned to the South African Consumer Price Index (CPI);
  3. Adjust subscription pricing upon renewal where material new functionality, modules, or enhancements have been introduced;
  4. Adjust pricing for increased scope, additional users, integrations, or deployments.
  5. Written notice shall be provided prior to renewal.

3.3 Suspension for Non-Payment

Access to WIMS may be suspended immediately:

  1. On the final day of the Subscription Term if renewal payment is not received;
  2. If invoices remain unpaid beyond agreed terms.

Suspension does not waive Client’s payment obligations.


4. Implementation & Integration Services

4.1 Implementation services are billed separately from subscription fees.

4.2 Implementation may include:

  1. System configuration
  2. Historic data migration into WIMS
  3. Integration with telemetry or SCADA systems
  4. Training

4.3 Integration complexity may result in additional service fees.

4.4 WIMS does not warrant compatibility with all third-party systems.


5. Deployment Models

5.1 WIMS Cloud (SaaS)

Where hosted by WIMS:

  1. WIMS controls infrastructure and database environment;
  2. Client data is logically segregated;
  3. WIMS manages system maintenance.

5.2 On-Prem Deployment

Where deployed on Client infrastructure:

  1. Client hosts and controls the database;
  2. Client is responsible for infrastructure security, backups, and availability;
  3. Additional deployment fees apply;
  4. WIMS bears no responsibility for infrastructure failure or third-party hosting issues.


6. Data Ownership & Export

6.1 Client retains full ownership of all data input into WIMS.

6.2 WIMS does not sell, publish, or publicly share Client data.

6.3 Upon subscription lapse or termination:

  1. Client may request export of its data;
  2. Export will be provided in Excel or CSV format;
  3. Export services are billable at standard professional rates;
  4. Delivery timelines depend on resource availability and scheduled appointment;
  5. WIMS does not migrate data into third-party systems.


7. Mobile Application

7.1 The WIMS mobile application may store data offline.

7.2 Client is responsible for securing devices used to access WIMS.

7.3 WIMS is not liable for loss resulting from compromised or unsecured devices.


8. User Obligations & Prohibited Conduct

Client and Authorised Users shall not:

  1. Reverse engineer, decompile, or disassemble WIMS;
  2. Circumvent security controls;
  3. Use automated scraping tools;
  4. Share login credentials;
  5. Develop competing systems using WIMS;
  6. Integrate WIMS into competing platforms;
  7. Attempt unauthorised API access;
  8. Access other tenants’ data.

API access is prohibited unless expressly agreed in writing..


9. No Compliance or Professional Guarantee

9.1 No Compliance Guarantee

WIMS is a data management tool only.

WIMS does not guarantee:

  1. Regulatory compliance;
  2. Environmental compliance;
  3. Water licensing compliance;
  4. Accuracy of statutory reporting.

Client remains solely responsible for regulatory obligations.

9.2 No Engineering or Professional Advice

WIMS does not provide engineering, hydrogeological, environmental, or professional advice.

All outputs must be independently reviewed by qualified professionals.

9.3 Data Accuracy Disclaimer

System outputs are dependent on:

  1. User-entered data;
  2. External system inputs;
  3. Configuration accuracy.

WIMS makes no warranty regarding accuracy of Client-provided or third-party data.


10. No Compliance or Professional Guarantee

WIMS is provided “as is”.

WIMS does not warrant:

  1. Uninterrupted operation;
  2. Error-free performance;
  3. Suitability for any specific purpose.


11. No Compliance or Professional Guarantee

To the maximum extent permitted under South African law:

11.1 WIMS shall not be liable for:

  1. Indirect or consequential loss;
  2. Loss of profits;
  3. Business interruption;
  4. Regulatory penalties;
  5. Data corruption caused by third-party systems;
  6. Infrastructure failures in on-prem deployments.

11.2 WIMS total aggregate liability shall not exceed the fees paid by Client in the twelve (12) months preceding the claim.

11.3 Nothing excludes liability for:

  1. Gross negligence;
  2. Wilful misconduct;
  3. Liability that cannot legally be excluded.


12. Confidentiality

Each party shall keep confidential all non-public information disclosed by the other.

This obligation survives termination.


13. Confidentiality

13.1 Either party may terminate for material breach not remedied within 14 days of written notice.

13.2 WIMS may terminate immediately for:

  1. Reverse engineering;
  2. Unauthorised access;
  3. Security breach;
  4. Insolvency;
  5. Unlawful use.

13.3 Upon termination:

  1. Licence rights cease;
  2. Access is revoked;
  3. Data export may be requested (billable).


14. Governing Law

This Agreement is governed by the laws of the Republic of South Africa.

The parties submit to the jurisdiction of the High Court of South Africa.


15. General

  1. No partnership or agency created.
  2. Assignment requires written consent.
  3. Force majeure applies.
  4. Invalid provisions do not affect remainder.
  5. This Agreement constitutes the entire agreement between the parties.