AFRIWISE NV – TERMS AND CONDITIONS FOR SUBSCRIBERS
Effective September 2025
This Agreement is between Afriwise NV, a company incorporated in Belgium under registration number BE0679799160 whose registered office is at Avenue Louise 292, 1050 Brussels, Belgium and trading as Afriwise (“Afriwise”, "We" or "Us") and the company, legal entity or individual set out in the Quotation ("You" or "Subscriber").
The following terms and conditions govern Your use of:
(a) the secured parts of any web-based or mobile application, application programming interface (“API”), or other digital access point made available by Afriwise from time to time (together, the “Platform”); and
(b) the laws, regulations, case law, monitoring updates, commentary, data, documents, and any other content, information or materials made available through the Platform (together, the “Materials”).
References in these Terms to the “Platform” include, without limitation, Afriwise’s branded products and services (including the products and services offered under the names Afriwise Laws & Monitoring, Afriwise Practical Guidance, Afriwise Compliance Obligations, Lexiwise, Compliance Toolbox, Sentinel, Statutory Database and Risk Manager), related APIs, integrations with Subscriber systems, and any successor platforms, unless expressly stated otherwise.
You must read the terms and conditions contained herein carefully before using the Platform and the Materials. Once you accepted the Quotation, the Quotation together with the terms and conditions contained herein, constitute a legal and enforceable contract between You and Us. By your continued use of the Platform, accessing the Materials, clicking the “I agree”’ button where relevant or otherwise indicating agreement electronically, you agree to the terms and conditions as in force at any given time (as these may have been amended from time to time).
Other provisions that govern your and your Authorised Users’ use of the Platform and the Materials are set forth in the Website Terms of Use, the Website Terms of Service, the Privacy Policy, disclaimers on the Platform and Materials and online notices provided to your Authorised User(s) through the Platform (together the “Additional Terms”), which are incorporated into and form part of this Agreement. To the extent there is any inconsistency between the Additional Terms and this Agreement, this Agreement shall prevail.
Access to and use of the Platform and Materials is limited to the Subscriber and its Authorized Users. No parent company, subsidiary, affiliate, or other group company of the Subscriber is permitted to use or access the Platform or Materials under this Agreement, unless Afriwise has expressly granted such rights in writing and applicable additional fees have been paid.
1. INTERPRETATION
1.1 The following definitions apply to this Agreement:
“Agreement”: means these Terms and Conditions, together with the Quotation and any applicable quotations, order forms, addenda and policies.
“Authorised User”: means You, if You are a natural person. If You are a company or other legal entity, "Authorised User" means an individual employee, contractor, or representative of the Subscriber who is permitted by Subscriber to access and use the Platform in accordance with this Agreement
“Business Day”: means any day which is not a Saturday, Sunday or public holiday in Belgium.
“Effective Date”: means the date of acceptance of the Quotation.
“Fees”: means the fees payable by You for accessing the Platform and the relevant Materials as set out in the Quotation.
“Intellectual Property Rights”: means all copyright and related rights, patents, rights to inventions, utility models, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection.
“Materials”: means all content and information made available through the Platform, including without limitation laws, regulations, case law, monitoring updates, regulatory guidance, commentary, data, documents, dashboards, analytics, and any other materials provided by or through Afriwise.
“Platform”: means any web-based or mobile application, application programming interface (“API”), or other digital access point made available by Afriwise from time to time, including without limitation branded products such as Afriwise Laws & Monitoring, Afriwise Practical Guidance, Afriwise Compliance Obligations, Lexiwise, Compliance Toolbox, Sentinel, Statutory Database and Risk Manager, related APIs, integrations with Subscriber systems, and any successor services.
“Personal Data”: means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws.
“Privacy Policy” means Afriwise’s privacy policy (accessible here), as updated from time to time, which forms part of this Agreement.
“Subscriber” means the specific legal entity identified in the Quotation or applicable order form that has entered into this Agreement with Afriwise. For clarity, “Subscriber” does not include any parent company, subsidiary, affiliate, or other group company of such entity, unless expressly agreed in writing by Afriwise.
“Quotation”: the quotation, confirmation form or order form, we sent to you and which has been accepted and signed by You and which sets out, among others, the Materials You have access to, the Term, the Fees, the number Authorised Users (if relevant), the entity to be invoiced, billing contact details and the details of your Authorised Users (if relevant).
“Term”: means the initial term of this Agreement, as indicated in the Quotation, or any renewal term in accordance with this Agreement, during which You can make use of the Platform;
“We”, “ Us”, “Our” or “Afriwise” : means Afriwise NV, a company incorporated in Belgium under registration number BE0679799160 whose registered office is at Avenue Louise 292, 1050 Brussels, Belgium ; and
“You”, “Subscriber” or “Your” means the company, legal entity or individual set out in the Quotation as subscriber to the Platform.
2. GRANT OF LICENCE
2.1 Subject to payment of the Fees, We grant You a limited, non-exclusive, non-transferable and non-sublicensable right during the Term to:
(i) access and use the Platform and the Materials; and
(ii) permit your Authorised Users to access and use the Platform and the Materials,
in each case solely in accordance with the permitted use as set out in this Agreement and for your own internal operational or business purposes only.
2.2 Access to and use of the Platform and Materials is limited to the Subscriber and its Authorised Users. No parent company, subsidiary, affiliate, or other group company of the Subscriber may access or use the Platform or the Materials under this Agreement, unless expressly agreed in writing by Afriwise and subject to payment of applicable additional fees.
2.3 The Subscriber acknowledges that Afriwise and/or its licensors own all rights, title, and interest in and to the Platform and the Materials, including all Intellectual Property Rights therein. Except for the limited licence expressly granted under this Agreement, no rights are transferred to the Subscriber or any Authorised User, whether by implication, estoppel, or otherwise.
2.4 Except as specifically permitted in this Agreement, You shall not and shall ensure that Your Authorised Users do not:
(i) copy, reproduce, modify, adapt, translate, or create derivative works of the Platform or Materials;
(ii) distribute, sell, rent, lease, sublicense, assign, publish, or otherwise make the Platform or Materials available to any third party;
(iii) use the Platform or Materials for the benefit of any third party, including to provide services to group companies not licensed under this Agreement;
(iv) access or use the Platform or Materials for the purposes of building or training a database, product or service that competes with Afriwise, except as expressly authorised in writing;
(v) access or use the Platform or Materials by automated means (including through bots, scripts or scraping), other than via Afriwise’s APIs where Subscriber has executed Afriwise’s API Licence Addendum;
(vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or algorithms of the Platform, except to the limited extent that applicable law prohibits such restriction; or
(vi) use the Platform or Materials retrieved from the Platform in any fashion that infringes the copyright or proprietary interests therein.
2.5 We may add to, withdraw, or modify the Platform or the Materials from time to time. Where such change materially affects the core functionality of the Platform, Afriwise will use reasonable efforts to provide You at least thirty (30) days’ prior notice. You acknowledge that Your order is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.
2.6 Use of the Platform and Materials is also subject to the Additional Terms, including Afriwise’s Privacy Policy, which are incorporated into and form part of this Agreement.
3. AUTHORISED USERS
3.1 Your access to the Platform shall be restricted to Authorised Users only.
3.2 If You are a natural person, You are the Authorised User. If You are a company or other legal entity, access to the Platform will be limited to the maximum number of Authorised Users specified in the Quotation unless We have agreed otherwise. Access to the Platform will be authenticated either through usernames and passwords issued by Afriwise, or through Single Sign-On (SSO) provided by Afriwise via Microsoft or through the Subscriber’s own identity provider, as agreed between the Parties, but only for those individuals nominated by You in writing as an Authorised User.
3.3 You may replace an individual nominated as Authorised User at any time. In such case, We will issue a user username and password to the new individual nominated as an Authorised User and disable the username and password of any individual no longer nominated as an Authorised User.
3.4 Where access is enabled via SSO through Your own identity provider, You shall be solely responsible for (i) managing Your Authorised Users, including provisioning and de-provisioning accounts, and (ii) the security of Your identity management systems. We shall have no liability for unauthorised access resulting from Your failure to properly manage its identity provider or Authorised Users.
3.5 Only Your Authorised Users shall be entitled to access and use the Platform and Materials.
3.6 Any password created by or issued to an Authorised User is personal and confidential to that Authorised User. You shall ensure that usernames and passwords are kept secure and not shared between individuals. If we suspect that any password is being used by someone who is not an Authorised User or a different Authorised User to the person to whom it was issued, access to the Platform for the relevant Authorised User may be suspended.
3.7 You must ensure that each person having access to the Platform and Materials:
• is an Authorised User; and
• is using the Platform and Materials only in accordance with the terms and conditions set out in this Agreement and the Additional Terms.
3.8 We may monitor usage of the Platform to verify compliance with this Agreement, including ensuring that access is limited to Authorised Users within the agreed quota.
4. LIMITATIONS TO THE LICENCE - YOUR UNDERTAKINGS
4.1 You undertake not to (and will procure that Your Authorised Users do not) perform any of the acts referred to in this clause 4 except to the extent and only to the extent expressly permitted by this Agreement, or where applicable, by mandatory law and only then for the specific limited purpose permitted by this Agreement or mandatory law.
4.2 The licence granted to you under this Agreement, is subject to the following usage limitations with respect to the Materials:
• the right to electronically display Materials is limited to the number of Authorised Users;
• the right to download and make printouts of Materials is limited an insubstantial portion of the Materials and only for the Subscriber’s internal operational or business purposes;
• the right to retrieve and store machine-readable copies of Materials is limited to the retrieval of a single copy of an insubstantial portion of the Materials for storage in machine-readable form for up to 90 days for the Subscriber’s exclusive use. Insubstantial electronic copies may be retained beyond this period only where (i) incorporated into advice provided to a specific client in respect of a specific matter, or (ii) required to be retained for legal, regulatory or evidential purposes; and
• systematic or bulk downloading, copying, scraping, or storage of Materials is strictly prohibited
This clause is subject to the overriding obligation upon You not to create your own independently searchable database of the Materials.
4.3 You undertake (and shall procure that your Authorised Users undertake):
• to use the Platform and the Materials solely for the Subscriber’s internal operational or business purposes;
• not to make access to the Platform and/or Materials available to any person other than the Authorised Users, nor to permit direct or indirect access in a manner that circumvents a contractual usage limit;
• not to use the Platform and/or Materials for any unlawful purpose;
• not to use the Platform and/or Materials to attract customers away from Us or to procure commercial advantage over Us or to use it in any other way which is likely to be detrimental to Us or Our business;
• not to sell, resell, license, sublicense, distribute, make available, rent or lease the Platform and/or Materials to any third party, including group companies of the Subscriber;
• not to remove, obscure or alter disclaimers, logos, copyright notices, proprietary or confidentiality notices contained in the Platform or Materials; and
• not to permit a third party to do any of the acts set out in this clause
4.4 All automated access to the Platform, including via bots, scripts, text and data mining or any other mechanical/programmatic is strictly prohibited prohibited unless expressly permitted under an API Licence Addendum executed with Afriwise.
4.5 You shall supervise and control the use of the Platform and the Materials, ensure compliance by Authorised Users, use commercially reasonable efforts to prevent unauthorised access to or use of the Platform and the Materials, and promptly notify us of any unauthorised access or use.
4.6 You will procure that each Authorised User will keep its password confidential. We will not be liable for any losses or damage suffered by You due the disclosure of its password or misuse of credentials. Where authentication is via SSO, references to passwords shall be deemed to include Your SSO credentials. Afriwise shall not be responsible for the confidentiality, security, or misuse of such credentials, which remain Your responsibility and/or Your chosen identity provider.
4.7 You undertake that, with immediate effect from the date of expiry of the Term or from the date of termination or discontinuance of the licence granted to you under this Agreement, for whatever reason, You shall immediately cease all use of the Platform and Materials, and delete or destroy all copies of the Materials, except where retention is required by law. Notwithstanding the foregoing, You may retain internally-generated outputs (including reports, summaries, analyses, or other work product created in the ordinary course of permitted use of the Platform and Materials), provided that such outputs do not constitute a substantial reproduction of the Materials themselves and are retained solely for Your internal record-keeping, compliance, or evidentiary purposes.
4.8 We may inspect Your usage records as reasonably necessary to verify compliance with this Agreement. Where authentication is via SSO, We may, on reasonable notice, inspect SSO authentication logs, to verify that access is limited to the agreed number of Authorised Users. Afriwise may also monitor API and integration usage logs. If over-usage is discovered, Afriwise may charge additional Fees and You agree to pay them, without prejudice to any other rights or remedies.
5. FEES AND PAYMENT
5.1 You expressly agree to receive invoices electronically and you shall pay the Fees by bank transfer in advance upon entry of this Agreement and thereafter at the start of each renewal Term unless otherwise agreed in writing.
5.2 All amounts set out in the Quotation exclude VAT, if applicable, as well as any taxes, levies, or duties. If We have a legal obligation to pay or collect Taxes for which You are responsible, We will invoice You and You will pay the amount concerned unless You provide us with a valid tax exemption certificate.
5.3 In addition to any other rights or remedies We have, if You fail to make any payments within 30 days of the due date of the invoice (which is 30 days after the date of the invoice unless otherwise agreed in writing) or otherwise in accordance with this Agreement:
• Late payment interest will accrue – by operation of law and without prior notice of default being required – on such due amounts at an interest rate of 1% a month, commencing on the due date and continuing until fully paid;
• You shall reimburse Us for reasonable costs of collection; and
• We may suspend access to the Platform and Materials. Suspension shall not relieve Subscriber of its obligation to pay Fees for the Term.
5.4 We do not guarantee that Fees will remain unchanged for any renewal Term. Any promotional pricing or discounts apply only to the initial Term and confer no right to similar terms in subsequent Terms.
5.5 If You terminate the Agreement (for whatsoever reason other than in accordance with clause 10.1, Fees already paid are non-refundable. If We terminate the Agreement without cause, We shall refund You any prepaid Fees on a pro rata basis for the unused portion of the Term.
6. REPS AND WARRANTIES
6.1 We represent and warrant that We have the right and authority to make the Platform and the Materials available pursuant to this Agreement.
6.2 You represent and warrant that You validly enter into this Agreement and have the legal power to do so.
6.3 To the extent permitted by law, We disclaim all warranties with respect to the Platform and the Materials which are not expressly set out in this Agreement, including but not limited to any implied warranties or conditions of merchantability, satisfactory quality or fitness for any particular purpose.
6.4 The Platform and Materials are provided on an "as is", "as available" basis. We do not warrant that the Platform or Materials will be complete, accurate, uninterrupted, error-free, secure, or that information will continue to be available to enable us to keep the Platform and Materials current. .
6.5 The Materials are provided for general information purposes only. You acknowledge and agree that Afriwise is not a law firm and does not provide legal advice. The Materials are not intended, nor should they be used, as a substitute for professional advice or judgement or to provide legal advice with respect to particular circumstances. You should obtain independent verification or advice before relying upon any piece of information contained on the Platform or in the Materials in circumstances where loss or damage may result.
7. LIMITATION OF LIABILITY
7.1 To the maximum extent permitted by law, a Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Platform or any Materials available or not included therein, (b) the unavailability or interruption to the supply of the Platform or any features thereof or any Materials, (c) Your use or misuse of the Platform or Materials (regardless of whether You received any assistance from a Covered Party in using or misusing the Platform ), (d) your use of any equipment in connection with the Platform , (e) the content of Materials, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, or (g) any negligence of a Covered Party or its directors, employees, contractors or agents in connection with the performance of our obligations under this agreement.
7.2 "Covered Party" means (a) Us, our affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of us or our affiliates; and (b) each third party supplier of Materials, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Materials or any of their affiliates.
7.3 The aggregate liability of the Covered Parties in connection with any other claim arising out of or relating to the Platform or Materials shall not exceed the lesser of Your actual direct damages or the amount You paid for the online services in the twelve month period immediately preceding the date the claim arose. Your right to monetary damages in that amount shall be in lieu of all other remedies which you may have against any Covered Party.
7.4 Nothing in this Agreement excludes or limits liability for wilful misconduct, gross negligence, or fraud, or for any liability that cannot lawfully be excluded.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 You acknowledge that all the Intellectual Property Rights in and to the Platform and the Materials ((including all updates, modifications, enhancements, derivative works, and any related documentation) remain the sole property of Us. You agree to promptly notify Us of any actual or suspected infringement and You also agree not to use any of Our trade marks as any part of the name under which You conduct Your business.
8.2 We will indemnify You from and against any claim made or threatened against You alleging that that the authorised use of the Platform in accordance with this Agreement infringes the Intellectual Property Rights of a third party (a “Claim”), provided that such indemnity shall be Afriwise’s sole liability and Your exclusive remedy for any such Claim.
8.3 You shall:
• promptly give Us written notice of any Claim of which You become aware;
• allow Us to have sole control of and authority over any defence, settlement, negotiations and/or proceedings in relation to any Claim;
• not make any admission of liability, agreement or compromise in relation to any Claim without Our prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); and
• at Our expense, give Us such information and assistance in relation to the negotiations and proceedings in relation to any Claim as is reasonably requested by Us.
8.4 The indemnity in clause 8.2 shall not extend to any Claim which arises as a result of:
• Your Use of the Platform with software, hardware, data or networks not provided or approved by Us ;
• any modification to the Platform made by any person other than Us, Our employees or agents if such modification has not been authorised by Us;
• Your use of the Platform or Materials for a purpose not permitted under this Agreemen; or
• Your use of the Platform or Materials in combination with any third-party products, services, or data where the claim would not have arisen but for such combination.
8.5 If a Claim arises, We may, at our sole option and expense:
• procure for You the right to continue using the affected Platform or Materials;
• modify or replace the Platform or Materials so they become non-infringing; or
• terminate the licence for the affected Platform or Materials and refund any prepaid Fees for the remainder of the Term.
8.6 You shall take reasonable steps to mitigate Your loss arising as a consequence of or in connection with any Claim.
9. CONFIDENTIALITY
9.1 In this clause, “Confidential Information” means any information that is clearly labelled or identified as confidential or ought reasonably be treated as being confidential and includes the terms of this Agreement and the Fees due hereunder. Confidential Information excludes any information which :
• is or becomes publicly known other than through a breach of this Agreement;
• was in the receiving party’s lawful possession before the disclosure;
• is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
• is independently developed by the receiving party and that independent development can be shown by written evidence; or
• is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.2 Each party will hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. Neither party will use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
9.3 Each party will take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of this Agreement.
9.4 Notwithstanding the mutual confidentiality undertaking contained in this clause 9, You agree that we may publicise the bare fact that You are a user of the Platform. We may ask You, providing Your experience of using the Platform is favourable, to furnish Us with a quotation describing Your positive experience which We may use in marketing campaigns as We shall in our discretion think fit.
9.5 This clause 9 will survive termination of this Agreement for a period of 5 years.
10. TERM
10.1 Either party may terminate this Agreement prior to the expiry of any Term upon notice to the other for material breach, provided such breach has not been remedied within thirty (30) days of receipt of notice. Our only obligation in this event shall be the pro rata refund of any Fees paid for the period after termination.
10.2 We may suspend or discontinue providing the Platform to you without notice and pursue any other remedy legally available to us if you fail to comply with any of your obligations under this Agreement.
10.3 Unless You terminate this Agreement or indicate that You wish to amend Your licence under this Agreement no later than two (2) months before the end of the Term, the Agreement shall automatically renew for a further one (1) year Term at Afriwise’s then-current Fees pursuant to clause 5.4. Any termination or amendment must be communicated by e-mail to Subscriber’s point of contact at Afriwise or info@afriwise.com.
10.4 Upon expiry or termination of this Agreement, You shall cease all access to and use of the Platform and delete all copies of the Materials in Your possession or control.
10.5 Notwithstanding clause 10.4, You may retain internally-generated outputs (including reports, summaries, analyses, or other work product created in the ordinary course of permitted use of the Platform and Materials) provided that such outputs do not constitute a substantial reproduction of the Materials themselves and are retained solely for Your internal record-keeping, compliance, or evidentiary purposes.
11. DATA PROTECTION AND PRIVACY
11.1 Each Party shall comply with all applicable data protection and privacy laws.
11.2 We process limited Personal Data (name, professional email address and login information of users) solely for the purpose of providing access to and support for the Platform, as further described in Afriwise’s Privacy Policy.
11.3 We shall implement and maintain appropriate technical and organisational measures to protect such Personal Data against unauthorised or unlawful processing and accidental loss, destruction, or damage.
11.4 You shall ensure that You provide Us only with Personal Data necessary for account creation and use of the Platform, and not with any other Personal Data relating to your own clients, employees, or other third parties, unless expressly agreed in writing.
11.5 The Afriwise Privacy Policy (as amended from time to time) forms part of this Agreement.
12. MISCALLENEOUS
12.1 The terms and conditions contained in this Agreement may be changed by Us from time to time, however changes detrimental to you may only take effect at renewal of your Term. All other provisions may be changed by simple notice. If any changes are made to this Agreement, You may terminate the Agreement upon written notice to us if any change is unacceptable to You. For termination to be effective under this clause, We must receive your notice of termination within 90 days of the effective date of the change. Continued use of the Platform following the effective date of any change constitutes acceptance of the change but does not affect your termination rights.
12.2 Except as otherwise provided herein, all notices and other communications to you hereunder shall be by e-mail or displayed electronically on the Platform. Notices to you shall be deemed to have been properly given on the date sent, if sent by e-mail; on the date first made available, if displayed on the Platform; or on the date received, if delivered in any other manner. Notices to us should be sent to us by e-mail on info@afriwise.com or by using the contact admin tool in the Platform.
12.3 Each third party supplier of Materials has the right to assert and enforce provisions contained in this Agreement aimed at protecting such suppliers, directly on its own behalf as a third party beneficiary.
12.4 The failure of us or any third party supplier of Materials to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
12.5 You may not assign Your rights or delegate Your duties under this Agreement without our prior written consent.
12.6 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach or termination, shall be finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”), which are deemed to be incorporated by reference into this clause.
The tribunal shall consist of one arbitrator. The seat of arbitration shall be Johannesburg, South Africa. The language of the arbitration shall be English. The decision of the arbitrator shall be final and binding on the Parties.
12.7 This Agreement will be enforced to the fullest extent permitted by applicable law. If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of the terms and conditions contained herein remains in force.