Below are the terms and conditions for the supply of our Services.
DEFINITIONS & INTERPRETATION
In this Agreement:
1.”Agreement” means the main body and the annexes to this Agreement.
Annex 1 — Term of the Agreement and Authority to contract
Annex 2 — Governance
Annex 3 — Service Level Agreement for Provision of Fixed Data Services, payment, notices and termination
1.2. “Charges” means the amounts defined in Annex 1 at which the usage of the Services is calculated or billed.
1.3 “Invoiced Amount” means the Charges defined in an invoice in respect of the use of the Services by the Customer within the dates indicated in an invoice.
1 .4 “Offending Content” means any message, material, image or any other data whose communication, transmission, storage or hosting is prohibited by the laws of the Republic of Kenya;
1.6. “Supplier” means in relation to a Party, that Party’s employees, agents, consultants and subcontractors, who are involved in the performance of the Agreement.
1.7. “Services” means the fixed data services defined in Annex 1.
INTERPRETATION
1 .1 1 Headings are included for convenience only and will not affect the construction or interpretation of this Agreement.
1 .1 2 Any phrase introduced by the words “including”, “includes”, “in particular”, ‘for example”, “such as” or similar shall be construed as illustrative and without limitation to the generality of the related general words.
1 .1 3 Where the context permits, any reference to “persons” includes natural persons, firms, partnerships, bodies corporate, associations, organizations, county governments, national government, bodies of county and national government, foundations and trusts.
1 .1 4 References to the Parties includes their permitted successors and assigns.
1 .1 6 Any reference to a clause or schedule is to the relevant clause or schedule of this Agreement.
1 .1 7 The word “writing” includes a communication by electronic mail.
1 .1 8 Any notice or other communication relating to the Agreement or to the implementation of the Agreement shall be made in writing.
TERM OF THE AGREEMENT and AUTHORITY TO CONTRACT
2. The Agreement shall enter into force on the commencement date as agreed by the two parties, for an agreed upon term of duration. The agreement shall renew automatically for a successive period until such time as all services purchased by the customers under this agreement are terminated in writing in accordance to the termination clause.
GOVERANANCE.
3. Each party represents to the other party that:
3.1. It has power to enter into this Agreement and to perform its obligations hereunder;
3.2. It has taken all necessary corporate action required to authorize the entry by a Party into this Agreement and the execution, delivery and performance of this Agreement.
3.3. All consents, approvals, registrations, licenses or authorizations required to enable it to lawfully to enter into this Agreement and perform its rights and obligations hereunder have been obtained or made and are in full force and effect and that each Party will maintain such approvals, registrations and authorizations during the term of the Agreement.
CHARGES & PAYMENTS.
4. The use of our services shall be billed at the Charges.
4.1. The supplier shall issue an invoice to the customers for the charges, only after receipt of a purchase order as otherwise agreed by the two parties in writing.
4.2. All valid invoices submitted by the supplier in accordance with this Agreement or any purchase order shall be paid by the customer upon the supplier attaining the relevant payment milestones and in accordance with the payment’s terms provided.
4.3. All charges shall be exclusive of Value Added Tax but inclusive of other duties, levies or similar charges.
4.4. All payments shall be made by electronic transfer funds to the suppliers nominated bank account, all payments shall be made and all credits shall be given in Kenya Shillings.
DATA PROTECTION.
5. Clients undertake to adopt appropriate technical and organizational security measures having regard to the risks inherent in the processing and to the nature of the Personal Data concerned in order to:
5.1 Prevent any unauthorized person from having access to computer systems processing Personal Data, and especially:
(a) Unauthorized reading, copying, alteration or removal of storage media.
(b) Unauthorized data input as well as any unauthorized disclosure, alteration or erasure of stored personal data, unauthorized use of data-processing systems by means of data transmission facilities.
5.2. Ensure that authorized users of data-processing systems can access only the personal data to which their access right refers.
5.3. Record which personal data have been communicated, when and to whom.
5.4. Ensure that personal data being processed on behalf of third parties can be processed only in the manner prescribed by the contracting institution or body.
5.5. Ensure that, during communication of personal data and transport of storage media, the data cannot be read, copied or erased without authorization.
5.6. Design its organizational structure in such a way that it meets data protection requirements.
TERMINATION OF THE AGREEMENT
6. Termination for Breach by either Party
6.1. A Party (“Non-Defaulting Party”) shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement or to terminate specific Services immediately by written notice to the other Party (“Defaulting Party”), and such notice shall be effective immediately upon service to the Defaulting Party if:
(a) The other Party is in breach of any of its obligations under this Agreement (and either that breach is incapable of remedy or that other Party has failed to remedy that breach within thirty (30) days after receiving written notice requiring it to remedy that breach; or
(b) The other Party is unable to pay its debts or becomes bankrupt or insolvent or an order or
6.2. An application is made or a resolution passed for the administration, winding-up or dissolution of the other party (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any of the assets of the other party or the other party enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs
6.3. Termination by Client
The client shall be entitled to terminate this Agreement or to terminate specific services by serving 30 day written notice of termination to Brinks Security where they have been instructed to cease providing the Service by a regulator or other competent authority.
6.4. Termination for Convenience
A Party may terminate the Agreement or to terminate specific Services without cause by serving thirty (30) days’ notice of termination on the other Party.
NOTICES
7. Any notices for purposes of legal proceedings will be served at the addresses indicated in the agreement.
7.1. Such notices will be deemed to have been received 5 Business Days after mailing if forwarded by post and the following business day if hand-delivered or dispatched by e-mail.
7.2.”Business day” for the purposes of this clause means Monday to Friday between the hours of 0700 and 15:30, excluding public holidays.