Wanas Payroll Subscription Terms and Conditions

1. Definitions

1.1 "Service" means the Wanas Payroll cloud payroll software provided at payroll.wanasapps.com, including its web application, MCP server, REST API, webhooks, documentation and related support.

1.2 "Organization" means the Customer's workspace in the Service, linked to one Zoho People organization.

1.3 "Authorized User" means an individual whom the Customer allows to use the Service under the Customer's account, including administrators, payroll officers and employees using self-service.

1.4 "Customer Data" means all data that the Customer or its Authorized Users submit to the Service or that the Service reads from the Customer's Zoho People organization, including employee personal data, salaries, attendance, bank details and payroll results.

1.5 "Active Employee" means an employee included in a main pay run of the Organization in the relevant payroll month.

1.6 "Plan" means a subscription tier listed in Schedule A; "Add-on" means an optional paid module listed in Schedule A; "Subscription Period" means the monthly or annual period for which Fees are paid.

1.7 "Fees" means the amounts payable for the Plan, Add-ons, extra employees, extra contractors and bureau client links, as shown in Schedule A and on the Customer's invoice.

1.8 "Applicable Data Protection Law" means the laws that apply to the processing of Customer Data, including the Egyptian Personal Data Protection Law No. 151 of 2020 and its executive regulations and the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, where applicable.

2. The Service

2.1 Wanas Apps grants the Customer, for the Subscription Period and subject to these Terms and payment of the Fees, a non-exclusive, non-transferable, non-sublicensable right for its Authorized Users to access and use the Service for the Customer's internal payroll operations.

2.2 The Service calculates payroll for employers in the Arab Republic of Egypt, including social insurance under Law No. 148 of 2019, Universal Health Insurance, income tax under the applicable income tax law, the martyrs' fund contribution, payslips, bank transfer files and reports, based on the data and settings provided by the Customer.

2.3 The Service reads employees, custom fields, attendance, leave and holidays from the Customer's Zoho People organization with read-only access. The Service does not change records in Zoho People.

2.4 Wanas Apps may improve, modify or update the Service from time to time, including statutory rule sets when the law changes, provided that such changes do not materially reduce the core payroll functions of the Customer's Plan during a paid Subscription Period.

3. Accounts and Authorized Users

3.1 Access to the Service is through sign-in with a Zoho account. The Customer is responsible for the Zoho accounts of its Authorized Users, for keeping credentials secure and for all activity under its Organization.

3.2 The Customer shall assign roles (administrator, payroll officer, employee) appropriately and shall promptly remove access for persons who are no longer authorized.

3.3 The Customer shall notify Wanas Apps without delay at egypt@wanasapps.com of any unauthorized use of its account or any suspected security incident.

4. Plans and employee caps

4.1 Each Plan is a flat Fee per Organization, not a fee per employee, and covers up to the number of Active Employees stated in Schedule A. Every Plan, including the Free plan, includes the full core payroll functions and AI tools (MCP), custom reports, API and webhooks.

4.2 Usage is measured as the number of distinct Active Employees in the main pay runs of the current payroll month. If no main pay run exists yet for the month, the latest month with a main pay run is used.

4.3 On a paid Plan, the Customer may buy extra employees above the Plan cap at the per-employee monthly Fee in Schedule A. The Enterprise plan covers up to 2,000 Active Employees; Organizations above 2,000 are served under a separate written quotation.

4.4 If usage exceeds the Plan capacity, the first payroll month in which this happens is calculated in full as a grace month. In later months, while capacity is still exceeded, employees already paid are always kept and new employees are included only up to the capacity until the Customer buys extra employees or upgrades. Payroll for existing employees is never stopped because of the cap.

5. Add-ons

5.1 Add-ons are optional modules sold monthly or annually, priced per Plan as shown in Schedule A. An Add-on is available only while it is paid for (or during the free trial) and only on a paid Plan.

5.2 The Contractors Add-on covers up to 50 active contractors; each additional contractor is charged at EGP 5.40 per month.

5.3 The WhatsApp payslips Add-on covers the software function only; messages sent through Meta are charged at cost in addition to the Add-on Fee.

5.4 The Agency (outsourcing management), Zoho Books integration, Zoho CRM commissions, performance pay, service charge pool and priority support Add-ons are described in the Service documentation. Priority support provides faster response targets but no guaranteed resolution time.

6. Free plan

6.1 The Free plan is available to an Organization with no more than 10 Active Employees, on the condition that the Customer selects Wanas Apps as its Zoho partner in its Zoho account (Zoho Partner Tagging) and maintains that selection for as long as it uses the Free plan.

6.2 Add-ons, extra employees and extra contractors cannot be purchased on the Free plan. To purchase, the Customer must move to a paid Plan.

6.3 Wanas Apps verifies the Zoho Partner Tagging automatically through the Zoho Partner Store. If the condition is no longer met, Wanas Apps will notify the Customer and allow a grace period of 30 days, after which the Free plan ends and the Organization becomes read-only until a paid Plan is chosen. No Customer Data is deleted for this reason.

7. Zoho Partner Tagging Discount

7.1 While Wanas Apps is the Customer's verified tagged Zoho partner, a discount of 10% (the "Zoho Partner Tagging Discount") applies to the Fees of paid Plans and Add-ons.

7.2 If the tagging is removed or can no longer be verified, the discount ends after a grace period of 30 days and the list Fees apply from the next invoice. Wanas Apps may verify the tagging at any time, including at the Customer's request through the "Check again" function.

7.3 The Zoho Partner Tagging Discount cannot be combined with any other discount unless Wanas Apps agrees in writing.

8. Free trial

8.1 A new Organization receives a free trial of three (3) months without a payment card, including every Add-on. Wanas Apps may change or end trial offers for new Organizations at any time.

8.2 At the end of the trial, the Organization moves to the Free plan if the Customer has accepted these Terms and meets the Free plan conditions; otherwise it becomes read-only until a Plan is chosen.

9. Fees, invoicing and payment

9.1 Fees are stated in Egyptian pounds (EGP) and are payable in advance for each Subscription Period by card through Stripe, Wanas Apps' payment processor. Card details are handled by Stripe and are not stored by Wanas Apps.

9.2 Annual billing is charged at 10 times the monthly Fee for twelve (12) months.

9.3 Fees exclude taxes, duties and similar charges, which are added where applicable and shown on the invoice. The Customer is responsible for any withholding tax required by its local law and shall gross up payments so that Wanas Apps receives the full Fee, unless otherwise agreed in writing.

9.4 Subscriptions renew automatically for successive Subscription Periods of the same length unless cancelled before the renewal date.

9.5 If a payment fails, Wanas Apps may retry the charge and notify the Customer. If the amount remains unpaid fourteen (14) days after the due date, Wanas Apps may suspend paid features or make the Organization read-only until payment is received.

9.6 Wanas Apps may change its Fees by giving at least thirty (30) days' notice. Changes apply from the next Subscription Period; the current paid period keeps its price.

10. Upgrades, downgrades, cancellation and refunds

10.1 Upgrades and additions take effect immediately; the prorated difference for the rest of the current Subscription Period is charged at once.

10.2 Downgrades, removals of Add-ons and cancellations take effect at the end of the current paid Subscription Period.

10.3 Fees paid are non-refundable, including for unused time, unused capacity or unused Add-ons, except where a refund is required by mandatory law or expressly granted by Wanas Apps in writing.

11. Payroll bureaus

11.1 An accounting or payroll firm that links client Organizations to its bureau console pays EGP 500 per linked client Organization per month. Each client Organization remains subject to these Terms and responsible for its own Plan.

11.2 The firm warrants that it is authorized by each client to access and process that client's Customer Data, and it is jointly responsible with the client for its staff's use of the Service.

12. Customer responsibilities

12.1 The Customer remains the employer and is solely responsible for its payroll, including the accuracy and lawfulness of the data and settings it enters or keeps in Zoho People, reviewing and approving each pay run, paying employees, and filing and paying social insurance, health insurance, taxes and all other statutory obligations on time.

12.2 The Service is a calculation and workflow tool. It does not provide legal, tax, accounting or employment advice, and its results must be reviewed by the Customer before approval and payment.

12.3 The Customer warrants that it has a lawful basis and has given all notices required by Applicable Data Protection Law to submit employee personal data to the Service.

12.4 The Customer shall confirm bank file layouts with its bank before first use and remains responsible for every payment instruction it sends to its bank.

13. Limitations of the Service

13.1 The Service depends on the Customer's Zoho People organization and on third-party services (including Zoho, Cloudflare, Stripe and, for the relevant Add-ons, Zoho Books, Zoho CRM and Meta). Wanas Apps is not responsible for their unavailability, changes or errors, or for data that is missing or incorrect in those services.

13.2 Direct submission to the Egyptian Tax Authority payroll tax platform is not part of the Service at this time. Earnings and deductions carry ETA treatment codes for the Customer's own reporting.

13.3 Statutory rule sets are updated by Wanas Apps after changes in the law are published. Until an update is released, the Customer remains responsible for applying any change that affects its payroll.

13.4 Exports, reports and files are provided in the formats offered by the Service; custom formats are not included unless agreed in writing.

14. Acceptable use

14.1 The Customer shall not, and shall ensure that its Authorized Users do not: (a) use the Service in breach of any law; (b) attempt to access another organization's data, probe, scan or test the vulnerability of the Service, or bypass its security or usage limits; (c) copy, modify, reverse engineer or create derivative works of the Service, except as permitted by mandatory law; (d) resell, sublicense or provide the Service to third parties, except as a payroll bureau under section 11; (e) upload malicious code; or (f) use the Service to build a competing product.

14.2 Wanas Apps may apply reasonable rate limits to the web application, the MCP server and the API to protect the Service.

15. AI tools, API and webhooks

15.1 The MCP server, custom reports, REST API and webhooks are included in every Plan. Access is limited to the Authorized User's role and to the scopes of each API key, and every action is recorded in the audit log with its source.

15.2 The Customer is responsible for the AI assistants, integrations and systems it connects to the Service, for keeping API keys and webhook secrets confidential, and for any data it sends to third-party AI providers. Wanas Apps does not control and is not responsible for third-party AI providers. The Service does not share national identification numbers or full bank account numbers through the MCP server.

15.3 Wanas Apps may revoke an API key or disable a webhook that endangers the Service or other customers.

16. Data protection

16.1 Roles. For Customer Data, the Customer is the data controller and Wanas Apps is the data processor. Wanas Apps processes Customer Data only on the Customer's documented instructions, which are these Terms and the Customer's use of the Service, and only to provide, secure, support and improve the Service.

16.2 Obligations. Wanas Apps shall: (a) ensure that personnel with access to Customer Data are bound by confidentiality; (b) implement the security measures in section 17; (c) assist the Customer, taking into account the nature of the processing, in responding to data subject requests and in meeting its obligations under Applicable Data Protection Law; (d) notify the Customer without undue delay, and where feasible within seventy-two (72) hours, after becoming aware of a personal data breach affecting Customer Data; and (e) make available information reasonably necessary to demonstrate compliance with this section.

16.3 Sub-processors. The Customer authorizes Wanas Apps to use the following sub-processors: Cloudflare, Inc. (hosting, database, storage and network); Stripe (payments); Zoho Corporation (sign-in, Zoho People data access, product analytics through Zoho Apptics, and the Zoho Books and Zoho CRM Add-ons); Meta Platforms (WhatsApp Add-on only); and providers of transactional e-mail. Wanas Apps will give notice of new sub-processors through the Service or by e-mail, and the Customer may object on reasonable data protection grounds by cancelling its subscription.

16.4 International transfers. Customer Data may be processed in data centres outside the Arab Republic of Egypt and the United Arab Emirates through Cloudflare's global network. Wanas Apps will take the measures required by Applicable Data Protection Law for such transfers. The Customer is responsible for any license, permit or notification that Applicable Data Protection Law requires of it as controller.

16.5 Analytics. Product analytics identify the signed-in user by name, e-mail and organization to provide support; salaries, employee payroll data and national identification numbers are never sent to analytics.

16.6 Retention and deletion. During the subscription the Customer may export its data at any time. After termination, Customer Data remains available for export for thirty (30) days and is then deleted within ninety (90) days, except copies that Wanas Apps must keep by law and data in encrypted backups, which are overwritten in the normal backup cycle. Audit records may be kept for as long as required to establish, exercise or defend legal claims.

17. Information security

17.1 Wanas Apps maintains administrative, technical and organizational measures appropriate to the risk, including: logical isolation of each Organization's data; encryption of data in transit (TLS); encryption of national identification numbers, bank account numbers (IBAN) and access tokens with AES-GCM before storage; role-based access control; maker-checker approval for pay runs; audit logging of sensitive actions with their source (web, API, MCP, system); least-privilege access for Wanas Apps personnel; and hosting on Cloudflare's infrastructure.

17.2 No system is completely secure. Wanas Apps does not warrant that the Service will be free from all security incidents, but shall respond to incidents in accordance with section 16.2(d).

18. Confidentiality and non-disclosure

18.1 "Confidential Information" means all non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with the Service, whether before or after acceptance of these Terms, including Customer Data, employee and salary information, business, financial and technical information, pricing offered to the Customer, and the non-public features, design and security of the Service.

18.2 The Recipient shall: (a) use Confidential Information only to perform or receive the Service; (b) not disclose it to any third party except to its employees, contractors, sub-processors and professional advisers who need to know it and are bound by written obligations of confidentiality at least as protective as these Terms; and (c) protect it with at least the same care it uses for its own confidential information, and no less than reasonable care.

18.3 These obligations do not apply to information that the Recipient can show: (a) is or becomes public through no breach of these Terms; (b) was lawfully known to it before disclosure without a duty of confidentiality; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the Discloser's information. Customer Data is never subject to exceptions (a) to (d).

18.4 If the Recipient is required by law, regulation or a competent authority to disclose Confidential Information, it shall, where legally permitted, give the Discloser prompt notice and disclose only what is legally required.

18.5 These obligations survive for five (5) years after the end of the subscription, and for Customer Data and trade secrets for as long as the information remains confidential. On request, and subject to section 16.6, the Recipient shall return or destroy the Discloser's Confidential Information.

18.6 A breach of this section may cause irreparable harm, and the Discloser may seek injunctive or other urgent relief in addition to any other remedy.

19. Intellectual property

19.1 Wanas Apps and its licensors own all rights in the Service, its software, documentation, rule sets, templates and trademarks. No rights are granted except as expressly stated in these Terms.

19.2 The Customer owns its Customer Data and grants Wanas Apps a limited license to process it as needed to provide the Service under these Terms.

19.3 Wanas Apps may use feedback and suggestions from the Customer without obligation, provided that the Customer is not identified.

19.4 Wanas Apps may use aggregated and anonymized statistics that do not identify the Customer, its employees or any individual to operate and improve the Service.

20. Availability and support

20.1 Wanas Apps uses commercially reasonable efforts to keep the Service available, excluding planned maintenance, emergency maintenance and events outside its reasonable control. No specific service level or uptime percentage is guaranteed unless agreed in a separate written service level agreement.

20.2 Standard support is provided by e-mail at egypt@wanasapps.com on Egyptian business days. The priority support Add-on provides faster response targets.

21. Warranties and disclaimers

21.1 Each party warrants that it has the authority to enter into these Terms. Wanas Apps warrants that it will provide the Service with reasonable skill and care and that the Service will perform materially as described in its documentation. The Customer's sole remedy for breach of this warranty is the correction of the non-conformity or, if Wanas Apps cannot correct it within a reasonable time, termination and a refund of prepaid Fees for the remaining Subscription Period.

21.2 Except as expressly stated in these Terms and to the extent permitted by law, the Service is provided "as is" and "as available", and Wanas Apps disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. Wanas Apps does not warrant that the Service will be uninterrupted or error-free or that its results will satisfy every statutory requirement applicable to the Customer.

22. Limitation of liability

22.1 To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, business, goodwill or data, however arising, even if advised of their possibility.

22.2 To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms is limited to the Fees paid or payable by the Customer to Wanas Apps in the twelve (12) months before the event giving rise to the claim. For the Free plan and the free trial, Wanas Apps' total liability is limited to EGP 5,000.

22.3 Nothing in these Terms limits liability for fraud, wilful misconduct, gross negligence, the Customer's payment obligations, or any liability that cannot be limited under applicable law.

22.4 Wanas Apps is not liable for statutory penalties, late-payment charges, interest or claims of employees or authorities that result from the Customer's data, settings, approvals, late filings or payments, or from the Customer's failure to review results before approval.

23. Indemnities

23.1 The Customer shall indemnify Wanas Apps against third-party claims arising from Customer Data, from the Customer's breach of Applicable Data Protection Law or section 14, or from payroll decisions and payments made by the Customer.

23.2 Wanas Apps shall indemnify the Customer against third-party claims that the Service, as provided by Wanas Apps, infringes that third party's intellectual property rights, provided that the Customer promptly notifies Wanas Apps, allows Wanas Apps to control the defence and cooperates reasonably. Wanas Apps may modify the Service, procure a license or terminate and refund prepaid Fees for the remaining period.

24. Suspension

24.1 Wanas Apps may suspend access, in whole or in part, without liability, if: (a) Fees remain unpaid as described in section 9.5; (b) the Customer breaches section 14; or (c) suspension is necessary to prevent harm to the Service, other customers or third parties, or is required by law. Wanas Apps will give notice where reasonably possible and restore access promptly once the cause is resolved.

25. Term and termination

25.1 These Terms apply from acceptance until the end of the Customer's last Subscription Period, trial or Free plan.

25.2 The Customer may cancel at any time with effect at the end of the current paid Subscription Period.

25.3 Either party may terminate by written notice if the other party materially breaches these Terms and fails to remedy the breach within thirty (30) days after notice, or becomes insolvent or subject to bankruptcy proceedings.

25.4 On termination, the right to use the Service ends, all unpaid Fees become due, and section 16.6 applies to Customer Data. Sections 9 (for unpaid Fees), 12, 16, 18, 19, 21, 22, 23, 26 and 27 survive termination.

26. Changes to these Terms

26.1 Wanas Apps may amend these Terms by publishing a new version on payroll.wanasapps.com/pricing/terms and notifying administrators in the Service or by e-mail at least thirty (30) days before the change takes effect, unless the change is required by law or concerns new features. Continued use of the Service after the effective date constitutes acceptance. If the Customer does not agree, it may cancel before the effective date. The version in force at each purchase is recorded with the Customer's acceptance.

27. Governing law and disputes

27.1 These Terms are governed by the laws of the United Arab Emirates as applied in the Emirate of Ras Al Khaimah, without regard to conflict-of-laws rules, without prejudice to mandatory provisions of Applicable Data Protection Law and of the employment and tax laws that apply to the Customer.

27.2 The parties shall first try in good faith to resolve any dispute by negotiation for thirty (30) days after written notice. Failing settlement, the courts of Ras Al Khaimah, United Arab Emirates, have exclusive jurisdiction, without prejudice to either party's right to seek urgent interim relief before any competent court.

28. General

28.1 Entire agreement. These Terms, together with any written order or quotation signed by Wanas Apps, form the entire agreement on their subject and supersede prior proposals. Any purchase order terms of the Customer do not apply.

28.2 Assignment. The Customer may not assign these Terms without Wanas Apps' prior written consent. Wanas Apps may assign them to an affiliate or a successor of its business, with notice.

28.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of internet, hosting or third-party services, natural disasters, epidemics, war, government action or labour disputes, other than payment obligations.

28.4 Notices. Notices to Wanas Apps are sent to egypt@wanasapps.com. Notices to the Customer are sent to the e-mail of its administrator in the Service or shown in the Service.

28.5 Severability and waiver. If a provision is held invalid, the rest remains in force and the provision is replaced by a valid provision closest to its intent. A failure to enforce a right is not a waiver.

28.6 Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, agency or employment relationship.

28.7 Language. These Terms are provided in English and Arabic. In case of any inconsistency, the English version prevails to the extent permitted by law.

Schedule A: Plans and Add-ons

The current Fees for Plans and Add-ons are set out in the tables in sections 4 and 5, in Egyptian pounds, before applicable taxes and before the Zoho Partner Tagging Discount. Annual Fees equal 10 monthly Fees for twelve months. Fees shown on the Billing page and invoice at the time of purchase prevail.