Terms and Conditions
PLEASE READ CAREFULLY
We license use of the Software to you on the basis of this License. We do not sell the Software to you. We remain the owners of the Software at all times.
IMPORTANT NOTICE TO ALL USERS:
BY ACCESSING OUR SOFTWARE PLATFORMS, YOU AGREE TO THE TERMS OF THIS LICENSE WHICH WILL BIND YOU AND YOUR EMPLOYEES. THE TERMS OF THIS LICENSE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITIONS 5 (INCLUSIVE) AS SET OUT BELOW.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, WE WILL NOT LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE THE ORDERING PROCESS NOW.
By using WazInsure, you agree to accept and comply with these Terms & Conditions of Use.
1) GRANT AND SCOPE OF LICENSE
In consideration of payment by you of the license fee as set out in the price on the Service
Order Form (the “Service Fee”) and you agreeing to abide by the terms of this License, we hereby
grant to you a non-exclusive, non-transferable license to use the Software on the terms of this
License. We will contact you at least one month in advance of any change to the License Fee.
In consideration of payment by you of the license fee as set out in the price on the Service Order Form (the “Service Fee”) and you agreeing to abide by the terms of this License, we hereby grant to you a non-exclusive, non-transferable license to use the Software on the terms of this License. We will contact you at least one month in advance of any change to the License Fee. The software may contain third party proprietary or open source programs or components that are licensed under separate terms that are presented to Customer. All Service Fees are non-refundable, i.e. there are no refunds or credits available for periods where you did not use the Software, used it only partially, replaced any Software with new or updated Software or terminated this License prior to end of any month of the Term. Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this agreement and which we are permitted to collect from you under applicable law. You will be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay including any taxes that arise on the distribution or provision of Products to your clients. We will be responsible for all taxes based on our net income, gross receipts taxes imposed in lieu of taxes on income or profits, or taxes on our property ownership. If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You must ensure that any taxes withheld are minimized to the extent possible under applicable law. We may seek pre-authorisation of your credit card account prior to your purchase of the Software in order to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You authorise such credit card account to pay any amounts described herein, and authorise us to charge all sums described this License to such credit card account. You agree to provide us with updated information regarding your credit card account upon our reasonable request and any time the information earlier provided is no longer valid.
Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company ten (10) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services.
Except as expressly set out in this License or as permitted by any local law, you undertake:
Not to copy, or otherwise attempt to copy, the Software other than for a purpose permitted by this License; Not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software; Not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving interoperability of the Software with another software program, and provided that the information obtained by you during such activities: is used only for the purpose of achieving interoperability of the Software with another software program; and is not unnecessarily disclosed or communicated without our prior written consent to any third party; and is not used to create any software which is substantially similar to the Software; and To supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this License.
3) INTELLECTUAL PROPERTY RIGHTS
Intellectual property rights in this application (including copyright on all text, materials, graphics, icons, sound recording, advertisements and software) is the property of, or is licensed to us. Although you may download the information on this application for your personal, non- commercial use, you must not modify, copy, adapt, reproduce, store, republish, frame, upload, post, transmit, commercialize or distribute that information provided on this application in any other way without our prior written permission.
You acknowledge that all intellectual property rights in the Software anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use them in accordance with the terms of this License. In the event that you have access to the Software in source code form or in unlocked coding you undertake and covenant not to copy, modify, adapt, or otherwise disclose any part of the Software (or otherwise procure any third party to do the same). You retain all your ownership rights in your documents of any kind (including images, spreadsheets and text files) that are inserted or uploaded to the Software by you and any other digital data and information, which is subjected to or inserted in the Software by you (the “Client Data”). We do not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommend that you think carefully about what you transmit, submit or post to or through the Software. You hereby confirm that you understand that all information contained in Client Data is your sole responsibility. This means that you, and not us, are entirely responsible for all Client Data that you upload, post, transmit, or otherwise make available through the Software, as well as for any actions taken by us or other persons as a result of such Client Data.
4) ACCURACY & COMPLETENESS
WazInsure does not warrant the accuracy or completeness of any information or material (“Content”) loaded by the clients on our applications, since this information may change without notice. We will not be responsible for any loss or damage which you incur as a result of acting in reliance on such information or material.
You acknowledge that the Software may not have been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements. Other than the losses to business users set out in condition 5(d) (for which we are not liable), our maximum aggregate liability under or in connection with this License whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 12 months of payment of any License Fee received by us. This maximum cap does not apply to condition 5(e).
- ADDITIONAL LIMITATIONS OF LIABILITY IF YOU ARE A BUSINESS USER
If you are a business customer, we only supply the Software and Documentation for internal use by your business, and you agree not to use the Software or Documentation for any re-sale purposes. We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the License for: loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss or corruption of data or information; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage. Nothing in this License shall limit or exclude our liability for any other liability that cannot be excluded or limited by Kenyan law. This License sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documentation. Except as expressly stated in this License, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, this License whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
ADDITIONAL LIMITATION OF LIABILITY IF YOU ARE A CONSUMER USER
If you are a consumer, we are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this License or our negligence up to the amount specified in condition 5 (d), but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the License. We are not liable for:
The reliance of any person on the information obtained through use of the application;
Any failure or delay of the application to provide information or perform transactions requested; Unavailability of the application and events beyond our control such as internet connection availability; or other direct or indirect loss or damage however caused, including negligence.
EVENTS OUTSIDE OUR CONTROL
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this License that is caused by an Event Outside Our Control. An “Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks. If an Event Outside Our Control takes place that affects the performance of our obligations under this License: our obligations under this License will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and we will use our reasonable endeavours to find a solution by which our obligations under this License may be performed despite the Event Outside Our Control.
No data transmission over the internet can be guaranteed as totally secure. Whilst we take reasonable steps to protect information you transmit to us through this application, we do not warrant and cannot ensure the security of any information which you transmit to us. Accordingly, any information which you transmit to us is transmitted at your own risk. When using this application, you must take precaution that you are not exposed to the risk of viruses, malicious computer code or other forms of inferences which may damage your own computer system. We do not accept responsibility for any such inference or damage to your system which arises in connection with your use of this application.
We may terminate this License immediately by written notice to you if you: Commit a material or persistent breach of this License which you fail to remedy (if remediable) within 30 days after the service of written notice requiring you to do so; or Fail to pay the License Fee for any three months. You or we may terminate this License by giving the other party three months’ prior written notice. Upon termination for any reason: all rights granted to you under this License shall cease and you and each of your users shall immediately cease to have access to the Software and the Client Data; and you must immediately cease all activities authorised by this License. If you provide written request to us to terminate this License, then we shall use reasonable endeavours to permanently delete all Client Data as soon as practicable following such date that is one month after termination (the “Termination Period”) (but no later than twelve months of receipt of such request), provided that we shall not delete the Client Data prior to the expiry of the Termination Period. If we receive written confirmation from you prior to the expiry of the Termination Period that you wish us to export all Client Data and deliver this to you, we shall do so but reserve the right to charge for and receive from you, prior to delivery of the Client Data, our reasonable costs and expenses in doing so.
8) OTHER IMPORTANT TERMS
We may transfer our rights and obligations under this License to another organization, but this will not affect your rights or our obligations under this License. You may only transfer your rights or your obligations under this License to another person if we agree in writing. If you are a business customer, this License constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this License. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this in this License or any document expressly referred to in it. If we fail to insist that you perform any of your obligations under this License, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. Each of the conditions of this License operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. If you are a consumer, please note that this License, its subject matter and its formation, are governed by Kenyan law. You and we both agree to that the courts of Kenya will have non- exclusive jurisdiction. If you are a business customer, this License, its subject matter and its formation (and any non-contractual disputes or claims) are governed by Kenyan law. We both irrevocably agree to the exclusive jurisdiction of the courts of Kenya.