Terms of Service
1. Agreement to Terms
By engaging Whyire for software development or consulting services, accessing our software products (Academeek and Masanchara Merchant Monetizer), or using this website, you agree to be bound by these Terms of Service. If you are entering into these terms on behalf of an entity, you represent that you have the legal authority to bind that entity.
2. Description of Services & Products
Whyire provides custom software development, enterprise application delivery, architecture consulting, and maintenance and support, and licenses two core enterprise products — Academeek (an educational operating system and SIS) and Masanchara Merchant Monetizer (an offline-first retail register and general ledger).
3. Professional Engagements & SOW
General services are delivered under a signed Statement of Work (SOW) or Product Licence Agreement. In the event of any direct conflict or inconsistency between these general Terms of Service and an executed SOW or Product Licence Agreement, the executed SOW or Product Licence Agreement shall govern.
4. Intellectual Property Rights
Unless otherwise explicitly agreed in an executed SOW, custom-developed source code and its accompanying Decision Records transfer to the client upon receipt of final payment. Academeek, Masanchara Merchant Monetizer, Whyire frameworks, underlying libraries, and proprietary tooling remain the exclusive intellectual property of Whyire, licensed rather than sold.
5. User Accounts & Security
Clients and authorized users are strictly responsible for maintaining the confidentiality of all account credentials, API keys, and access tokens issued for Academeek, Masanchara Merchant Monetizer, or client portal environments. Any unauthorized use must be reported to Whyire immediately.
6. Financial & Accounting Disclaimer
Academeek and Masanchara Merchant Monetizer provide robust ledger architecture and financial tooling; however, financial reports, general ledger outputs, tax calculations, and student fee records must be independently reviewed and verified by certified accountants, auditors, and financial advisors. Whyire acts solely as a software and technology provider and does not provide financial, tax, legal, or accounting advice.
7. Payment, Billing & Subscriptions
Payment schedules, subscription tiers, and invoicing terms are specified in the applicable SOW or product subscription agreement. Late payments may incur interest and, following formal written notice and a cure period, result in temporary suspension of services or restricted product access.
8. Service Availability & Uptime
We target the uptime commitments and service level agreements (SLAs) stated in your specific client service agreement. Published, dated engineering telemetry and infrastructure uptime notes are maintained publicly at /engineering.
9. Limitation of Liability & Consequential Damages Waiver
To the maximum extent permitted by applicable Zimbabwean and international law, Whyire’s total aggregate liability arising out of or related to any engagement or product licence shall be strictly limited to the total fees actually paid by the client to Whyire for the specific service or product subscription giving rise to the claim in the twelve (12) months preceding the incident. In no event shall Whyire be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of profits, data, revenue, anticipated savings, or business interruption, regardless of the theory of liability.
10. Disclaimer of Warranties
Except as expressly provided in a signed SOW or Product Licence Agreement, all services, software products, and website content are provided on an "as-is" and "as-available" basis without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, or unremitting uninterrupted operation.
11. Mutual Indemnification
Each party agrees to defend, indemnify, and hold harmless the other party from and against any third-party claims, liabilities, damages, and reasonable legal expenses arising out of its own material breach of these terms, willful misconduct, infringement of third-party intellectual property rights, or violation of applicable law.
12. Termination & Suspension
Either party may terminate a services agreement in accordance with the notice period specified in the relevant SOW. Whyire reserves the right to immediately suspend access to services or software products in the event of unpaid fees, security violations, or threats to system integrity.
13. Governing Law & Dispute Resolution
These Terms of Service are governed by and construed in accordance with the laws of Zimbabwe, without regard to conflict of law principles. Any dispute arising under these terms shall first be subject to good-faith negotiation between executive representatives, and failing resolution, submitted to binding arbitration in Harare, Zimbabwe.
14. Changes to Terms
We may update these terms periodically to reflect operational, legal, or regulatory developments. Revised terms will be posted on this page with an updated effective date, and active enterprise clients will receive direct written notice of material modifications.
15. Contact Information
For legal notices or enquiries regarding these terms, contact us at contact@whyire.com or by mail to Number 8 Fourth Avenue, Mabelreign, Harare, Zimbabwe (Phone: +263 77 245 2538).