Terms and conditions

1.1These conditions apply between WrenchVerse (Pty) Ltd, registration number 2025/397258/07 ("WrenchVerse", "we", "us"), and every person or organisation holding an account.

1.2They are read together with the Terms of Service and the Privacy Policy. On a commercial matter - fees, invoicing, term, cancellation - these conditions prevail over the Terms of Service.

1.3Where an Order Form has been signed, it prevails over these conditions on anything it expressly deals with.

1.4The order of precedence is therefore: Order Form, then these conditions, then the Terms of Service, then the Privacy Policy - except that the Privacy Policy always prevails on how personal information is handled.

3.1Personal Accounts are provided free of charge, and we commit to keeping the core Service free for individual, non-commercial use. The core Service means: your garage, vehicle passports, submitting records for audit, the audit itself, The Bond, care logs and milestones.

3.2This is a commitment, not a current price. We will not move existing free functionality behind a charge for Personal Accounts.

3.3We may offer genuinely new optional extras to individuals for a fee - things that do not exist today. Anything of that kind will be clearly priced and entirely optional, and declining it will never reduce what your free account already does.

3.4Free does not mean unlimited. We may apply fair-use limits - [FAIR USE LIMITS] - to keep the Service working for everybody. We will tell you before applying a limit to your account.

3.5An account used for a business is a Business Account regardless of how it was registered. If you are managing vehicles for a dealership, a fleet, a rental operation or a workshop's own stock, clause 4 applies to you. Using a Personal Account to avoid business fees is a breach of these conditions.

4.1Business Accounts are chargeable, priced per Managed Vehicle, and may be established in either of two ways.

4.2The person accepting these conditions for a Business Account warrants that they are authorised to bind that organisation.

4.3A Business Account may have multiple users. The account holder is responsible for what its users do, for keeping the user list current, and for removing users who leave.

4.4If a Self-Serve Plan grows past the ceiling in clause 4.1, we will contact you to move the account onto an Order Form. Until that is signed, the Self-Serve rate continues to apply.

5.1Business Account fees are calculated per Managed Vehicle per Subscription Period, at the rate in your Order Form or, for a Self-Serve Plan, at our published rate of R25 per vehicle per month.

5.2A vehicle counts for a Subscription Period if it was attached to the account at any point during it, even if it was removed before the period ended. Vehicles are counted at their peak during the period, which is the same thing the definition in clause 2 already says.

5.3Adding vehicles mid-period is charged pro rata from the day they are added. Removing a vehicle mid-period does not generate a refund for that period, but the vehicle stops counting from the next one.

5.4Fees are quoted in South African Rand and are payable in advance unless your Order Form says otherwise.

5.5Audits of records on Business Account vehicles are included in the per-vehicle fee. Where a submission requires materially more auditor work than usual, we will tell you before doing it and agree any additional charge in writing first.

6.1Before you pay, we show you the vehicle count, the per-vehicle rate, the total payable, and the date of your next renewal. You can review and correct all of it, or back out, before confirming - as section 43(2) of the Electronic Communications and Transactions Act requires.

6.2Payment is by direct transfer to our bank account. The details are on the invoice. We do not take card payments, so there is no card number for us to receive, store or lose.

6.3Self-Serve Plans renew automatically at the end of each Subscription Period, at the then-current vehicle count, until you cancel. We email you a reminder at least [RENEWAL REMINDER PERIOD] before each renewal, showing what you will be charged.

6.4You may cancel a Self-Serve Plan at any time from your account settings. Cancellation takes effect at the end of the current Subscription Period, and you keep access until then.

6.5We may change the published rate on at least one calendar month’s notice. A change takes effect at your next renewal, never mid-period, and you may cancel before it applies rather than accept it.

6.6If a payment fails we will retry and email you. If it is still unpaid after [GRACE PERIOD], clause 12 applies.

6.7We issue an invoice for every payment, available for download from your account, and we keep them available for at least five years - the period section 29 of the Tax Administration Act requires records of this kind to be kept. It is an invoice and not a tax invoice; see clause 8.

7.1An Order Form sets out the per-vehicle fee, the committed vehicle count, the term, the billing frequency and any agreed service levels. It takes effect when both of us have signed it.

7.2Quotations are valid for 30 days unless withdrawn earlier in writing.

7.3We invoice in accordance with the Order Form. Invoices are payable within 7 days of the invoice date, without set-off or deduction.

7.4Where you require a purchase order number on invoices, tell us in advance. The absence of a purchase order does not excuse late payment.

7.5Overdue amounts bear interest at the rate prescribed under the Prescribed Rate of Interest Act 55 of 1975, from the due date until payment.

7.6If you dispute an invoice in good faith, tell us in writing within [DISPUTE WINDOW] days with your reasons. Pay the undisputed part on time; we will not charge interest or suspend the account over a genuinely disputed amount while we are working through it.

7.7Order Form fees are fixed for the term. On renewal we may adjust them on at least one calendar month’s written notice.

8.1We are not registered for VAT. Our prices therefore carry none, none may be claimed back on anything we issue, and nothing we issue is a tax invoice - section 20(4) of the Value-Added Tax Act 89 of 1991 reserves that document for registered vendors, and our billing system will not produce one without a registration number.

8.2If we register for VAT we will say so here and give notice under clause 20.1.

8.3From any such registration, prices shown to consumers will include VAT at the prevailing rate and prices in an Order Form will be exclusive of VAT unless stated otherwise. If the rate then changes, the new rate applies from its effective date without further notice.

8.4Bank charges and currency conversion costs are yours.

9.1Which protections you get depends on who you are, and it is worth knowing which side of the line you fall on.

9.2If you are an individual, you are a consumer under the Consumer Protection Act 68 of 2008 and you have its full protection. Nothing in these conditions limits a right the CPA gives you that cannot lawfully be limited.

9.3If you are a juristic person whose asset value or annual turnover is below the threshold set under section 5(2) of the CPA - currently R2 000 000 - the CPA applies to you as well.

9.4If you are a juristic person at or above that threshold, the CPA does not apply to this agreement, and clauses 16 and 17 apply in full.

9.5The Electronic Communications and Transactions Act 25 of 2002 applies to electronic transactions concluded on our website regardless of which of the above you are, though its section 42(1) excludes some protections for juristic persons.

10.1Section 44 of the Electronic Communications and Transactions Act gives a consumer who buys online seven days to cancel, without reason and without penalty. For a service, those seven days run from the day the agreement was concluded.

10.2To use it, email [email protected] within seven days of paying. We will refund you in full within 30 days of the cancellation, as section 44(3) requires.

10.3We do not deduct a charge for the days you used the Service during the cooling-off period. The seven days are genuinely free to change your mind in.

10.4Cooling-off applies to Self-Serve Plans. An Order Form negotiated between two businesses is not an electronic transaction of the kind section 44 covers, and its own cancellation terms apply instead.

10.5Separately, section 14 of the Consumer Protection Act lets a consumer cancel a fixed-term agreement early on 20 business days' written notice, against a reasonable cancellation penalty. Where that section applies to you, it is not excluded by anything here.

10.6Whatever you cancel and however, your data is yours: clause 13.4 sets out what happens to it.

11.1Outside the cooling-off period, fees paid for a Subscription Period are not refundable, because the Service was available to you throughout it.

11.2We will refund you where we have billed you in error, where we have charged for vehicles that were never on the account, or where we terminate your account for a reason that is not your breach - in that last case, pro rata for the unused part of the period.

11.3Refunds go back to the original payment method within [REFUND PERIOD] of us agreeing them.

11.4Nothing in this clause limits a refund the CPA or ECTA entitles you to.

12.1If an amount is overdue, we will email you and give you at least [ARREARS NOTICE] to pay before we do anything else.

12.2If it stays unpaid, we may suspend the Business Account's ability to add vehicles and submit new records.

12.3We will not delete sealed records, hide existing vehicle history from its owner, or interfere with a passport because an invoice is unpaid. A vehicle's history belongs to the vehicle, and holding it hostage over a billing dispute would undermine the point of the platform.

12.4Suspension is lifted as soon as the account is brought up to date.

13.1These conditions run for as long as you hold an account.

13.2Either of us may terminate a Business Account for material breach that the other has not fixed within [CURE PERIOD] of being told about it in writing, or immediately if the other becomes insolvent, is liquidated or goes into business rescue.

13.3We may terminate any account on the grounds set out in clause 14 of the Terms of Service.

13.4For one calendar month after termination you may export your vehicle passports and records in a machine-readable format, at no charge. We will not withhold that export over an unpaid invoice.

13.5After the export window we delete the account and its personal information as set out in the Privacy Policy. Sealed records remain attached to their vehicles, de-identified in the way clause 10 of that policy describes.

13.6Where a Business Account managed a vehicle that an individual owner also has on the platform, terminating the business account does not remove the owner's access to their own vehicle.

13.7Fees accrued up to termination remain payable. Clauses 8, 13.4 to 13.7, 14, 17, 18 and 20 survive.

14.1For personal information we collect about you and your users directly - account details, sessions, devices - we are the responsible party under POPIA and our Privacy Policy governs.

14.2For personal information you upload about third parties - your customers, drivers or employees - you are the responsible party and we act as your operator under sections 20 and 21 of POPIA. We will process it only on your documented instructions, keep it confidential, apply the security measures section 19 requires, and tell you immediately if we have reason to believe it has been accessed by an unauthorised person.

14.3You warrant that you have a lawful basis for giving us that information, and that you have given the people concerned the notice section 18 of POPIA requires.

14.4Where you require a standalone operator agreement, we will sign our standard one at [OPERATOR AGREEMENT URL]. Where it conflicts with this clause, it prevails.

14.5If a person whose information you uploaded exercises a POPIA right against us, we will refer them to you and give you reasonable help in responding.

15.1Support for all accounts, free and paid, is by email to [email protected] during business hours, 08:00 to 17:00 SAST, Monday to Friday, excluding public holidays.

15.2We aim to respond within one business day. That is a target, not a contractual commitment, unless your Order Form says otherwise.

15.3We give no uptime guarantee under these conditions. Where an Order Form includes a service level and we miss it, the remedy in that Order Form is your sole remedy for the miss.

15.4Audit turnaround times, where committed, are set in the Order Form. In their absence, clause 7.4 of the Terms of Service applies.

16.1We warrant that we will provide the Service with reasonable skill and care, and that we have the right to provide it to you.

16.2Subject to clause 9 and to clause 16.3, and to the fullest extent the law allows, we give no other warranties, and the disclaimers in clause 16 of the Terms of Service apply to Business Accounts as they do to everyone.

16.3Where the Consumer Protection Act applies to you, the implied warranty of quality in section 56 and your rights in sections 54 to 56 are not excluded or limited by anything in these conditions.

16.4You warrant that your use of the Service complies with the law, and that the records you submit are accurate as clause 6 of the Terms of Service requires.

17.1For Business Accounts, our total liability for all claims arising in any twelve-month period is limited to the fees you paid us in that period.

17.2Neither of us is liable to the other for indirect or consequential loss, loss of profit, loss of business, loss of anticipated saving, or loss of goodwill.

17.3Clause 17 of the Terms of Service applies in addition, and where the two differ for a Business Account, this clause governs.

17.4Nothing here limits liability for death or personal injury caused by negligence, for fraud, for a breach of clause 18, or for anything that cannot lawfully be limited - including, where it applies to you, under the Consumer Protection Act.

18.1Each of us will keep the other's confidential information confidential, use it only for this agreement, and protect it at least as carefully as our own.

18.2Your fleet composition, vehicle counts and negotiated rates are your confidential information. Our pricing, roadmap and non-public technical detail are ours.

18.3This does not cover information that is public through no fault of the receiver, was already known, is independently developed, or must be disclosed by law - and in that last case the discloser will give the other notice where it lawfully can.

18.4We will not name you as a customer publicly without your written consent.

18.5This clause survives for [CONFIDENTIALITY SURVIVAL] after termination.

19.1Section 43(1) of the Electronic Communications and Transactions Act requires an online supplier to publish the following. It is set out here so that it is in one place.

20.1Changes. We may change these conditions on at least one calendar month’s notice by email. A change never takes effect mid-Subscription Period for a paid account, and you may cancel before it applies. Clause 3 - the commitment that personal accounts stay free - is not something we will change to your disadvantage.

20.2Governing law. The laws of the Republic of South Africa.

20.3Jurisdiction. The courts of Gauteng, and the Magistrates' Court where a matter falls within its jurisdiction.

20.4Whole agreement. The Order Form, these conditions, the Terms of Service and the Privacy Policy are the whole agreement between us, and replace anything said before.

20.5Variation. A change to an Order Form must be in writing and signed by both of us.

20.6Severability, waiver, assignment, notices, force majeure. Clauses 20.4 to 20.8 of the Terms of Service apply here too.

20.7Independent contractors. Nothing here creates a partnership, joint venture, or employment relationship between us.