1.       Terms and Conditions

1.1. All services offered by KDN run for 12 months from the invoice date.

1.2. Contracts for KDN’s services shall remain in force for the initial term and thereafter until terminated by either party giving to the other not less than 60 days’ written notice at any time but shall be subject to earlier termination as hereinafter provided.

1.3. Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.

2.     Content of Customer's Data

The Customer undertakes that the Customer’s data (whether stored or sent over the KDN network) will not contain anything obscene, offensive or defamatory and will conform at all times with Kenyan law. The Customer will indemnify KDN and keep KDN fully and effectively indemnified against all actions, proceedings, claims, demands, damages and costs (including all legal costs on a full indemnity basis) occasioned to KDN as a result of any breach of the said undertaking.

3.      Contractual Terms

3.1.  Subject to any special terms agreed, the Customer shall pay KDN’s Standard Charges and any additional sums which are agreed between KDN and the Customer for the provision of the Specified Service or which, in KDN’s sole discretion, are required as a result of the Customer’s instructions or lack of instructions, the inaccuracy of such or any other cause attributable to the Customer.

3.2.  All charges quoted to the Customer for the provision of the Specified Service are exclusive of any Value Added Tax, for which the Customer shall be additionally liable at the applicable rate from time to time without prejudice to any special provisions for VAT the customer may have.

3.3.  All charges quoted to the Customer for the provision of the Specified Service are exclusive of any third party telecommunications charges. All telecommunication charges incurred by the Customer in connection with the use of his KDN account are at all times solely the responsibility of the Customer. KDN accepts neither responsibility nor liability nor will it indemnify the Customer for any such charges incurred.

3.4. KDN shall be entitled to invoice the customer when service commences.

3.5. KDN’s Standard Charges and any additional sums payable shall be paid by the Customer (together with any applicable Value Added Tax, and without any set off or other deduction) within, 30 days for both corporate customers and authorized resellers of the date of KDN’s invoice.

3.6.  If payment is not made on the due date, KDN shall be entitled, without limiting any other rights it may have, to immediately cancel the specified service and to charge interest on the outstanding amount) at the rate of 4% above the base rate quoted by Barclays Bank Kenya Limited from the due date until the outstanding amount is paid in full.

3.7. The Customer shall pay KDN in advance for services not exceeding 90 days.

4.     General

4.1. These Conditions together with any terms set out in the Agreement (if any) between KDN and the Customer, constitute the entire agreement between the parties, supersede any previous agreement or understanding and, subject to Clause 4.2 below, may not vary except in writing between the parties. All other terms and conditions expressed or implied by statute or otherwise are excluded to the fullest extent permitted by law.

4.2. Save as otherwise provided in Clause 4.1 above these Conditions shall remain in force until the agreement between KDN and the Customer is terminated. KDN reserves the right to update, alter or amend these Terms and Conditions of Service as it sees fit to comply with any statutory, legislative and/or technical changes or to enhance and improve the services it offers to its customers and the efficiency of the said services and for expediency. Upon such changes being made a renewal notice will be sent to the Customer drawing the Customer’s attention to the change(s) and the Customer shall then be entitled to decide whether to renew the Service on the new terms or exercise its right to terminate the Specified Service with KDN and continue on the existing terms until termination is effective.

4.3. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party  at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

4.4. No failure or delay by either party in exercising any of its rights under this Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

4.5. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

4.6. Any dispute, controversy or claim arising out of or relating to these conditions or termination thereof or the interpretation of any of its Clauses or breach or validity hereof shall be resolved by way of consultation held in good faith between the Parties. Such consultation shall begin immediately after either of the Parties has delivered to the other a written request for such consultation. If within fifteen (15) days following the date on which such notice is given the dispute cannot be resolved the dispute controversy or claim shall be referred to a single arbitrator to be agreed upon by the Parties or in default of Agreement to be nominated by the Chairman for the time being of the Law Society of Kenya. Such arbitration shall be resolved in accordance with the provisions of the Arbitration Act, 1995 as amended from time to time.

4.7. Kenyan law shall apply to the Contract, and the parties agree to submit to the exclusive jurisdiction of the Kenyan courts.

 
I/we have read and understood and do hereby agree to all the clauses set out in this ‘Terms and Conditions of Service’.