Shoppers Uptrend & Queue and Intelligence (SQI) solutions Limited
Terms and Conditions (Agreement)
1. CHANGES TO THE TERMS AND CONDITIONS
1.1 The Company may at its discretion modify, update, add to, discontinue, remove or otherwise change these Terms and Conditions at any time. Each such modification will take immediate effect upon notification to the client. The Company may provide the client with notices, including those regarding changes to these Terms and Conditions, by website, email, regular mail, text message, in-app messaging, or other reasonable means now known or hereinafter developed.
1.2 The client’s continued use of the The Company’s Property following any such notifications constitutes the client’s acceptance of such modifications and the client’s agreement to be bound by these Terms and Conditions. If the client do not agree to any modification of these Terms and Conditions, the client’s sole remedy is to terminate the client’s Account by accessing the client’s Account’s Privacy Preferences. The most current version of these Terms and Conditions will be available on our website and supersedes previous versions.
2. PROGRAM ACCOUNT
2.1 Our Programs are not available to and should not be accessed or used by residents outside of the Republic of Kenya. To become a Client, the client must be at least 18 years old and provide the client’s email address and password for The Company to create the client’s Program account (‘Account’). Each person is limited to one Account. To redeem certain offers and promotions and use services offered by our other Programs, the client may elect to provide us additional information. Information that the client submit through one of our Programs may be saved and available for the client’s use in our other Programs, including, without limitation, any saved payment card information. Any and all information collected from the client shall be subject to our Privacy Policy, which is hereby incorporated by reference.
3. INFORMAL DISPUTE RESOLUTION
3.1 We would like an opportunity to address the client’s concerns without a formal legal case. Before filing a claim against The Company, the Client agrees to try to resolve the dispute informally by submitting the client’s request through our support email or support telephone line. We will try to resolve the dispute informally by contacting the client in writing via the client’s provided contact email and/or telephone. If a dispute is not resolved within 30 days of submission through this method, the client or The Company may bring a formal proceeding.
4. DISPUTE RESOLUTION BY BINDING ARBITRATION; CLASS ACTION WAIVER
4.1 The client and The Company agree to arbitrate any and all disputes, claims, or controversies arising out of, in connection with, or relating to this Agreement, The Company’s business, any of the Programs or the Company’s Properties, and relationship with the client, including any claims that may arise after the termination of this Agreement. This agreement to arbitrate includes any claims against The Company’s employees, agents or any subsidiaries of The Company. Arbitration is a method of claim resolution that is less formal than a traditional court proceeding in state or federal court. It uses a neutral arbitrator instead of a judge or jury and the arbitrator’s decision is subject to limited review by courts.
4.2 All disputes concerning the arbitrability of a claim (including disputes about the scope, interpretation, breach, applicability, enforceability, revocability or validity of this Agreement) shall be decided by the arbitrator. The arbitrator shall also decide whether any claim is subject to arbitration. The client further agrees that the Kenya Arbitration Act cap 49 shall govern the interpretation and enforcement of this agreement to arbitrate.
4.3 CLASS ACTION WAIVER: THE CLIENT AND THE COMPANY ALSO AGREE THAT EACH IS GIVING UP THE RIGHT TO A TRIAL IN COURT OF LAW AND THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THE CLIENT’S OR ITS INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS CLIENT IN ANY PURPORTED CLASS ACTION LAWSUIT OR REPRESENTATIVE PROCEEDING, CONSOLIDATED ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. This means that neither the client nor The Company can seek to assert class or representative claims against each other either in court or in arbitration and no relief can be awarded on a class or representative basis. The arbitrator also may not consolidate or join another person’s claim with the client’s claim or issue an order that would achieve the same result. The client and the Company further agree that if the provisions of this paragraph, known as the ‘Class Action Waiver,’ are found to be unenforceable, it cannot be severed from this arbitration agreement and the entire provision compelling arbitration shall be null and void.
4.4 To the extent possible under Kenyan law, the arbitrator is bound by the terms of this Agreement. If the client’s claim in arbitration is for less than KES100,000, The Company will reimburse the client for filing and arbitrator fees at the conclusion of the proceeding unless the client’s claim is found to be frivolous by the arbitrator. The exclusive venue for any dispute or issue arising out of this Agreement shall be held in Nairobi County,Kenya.
4.5 Notwithstanding any provision in this Agreement to the contrary, the client agree that if we make any future, material change to this arbitration provision, the client may reject any change by sending us written notice within thirty (30) calendar days of the change to SUQI Solutions, P.O Box 102894-10100 Nairobi KE, Attn: SUQI Legal Department. The client’s decision to reject changes in a new arbitration provision, however, does not affect any prior arbitration provisions to which the client have already agreed, which would still remain in effect.
4.6 This arbitration provision is optional. The client may decline or opt out of this agreement to arbitrate by sending written and signed notice to SUQI Solutions, P.O Box 102894-10100 Nairobi KE, Attn: SUQI Legal Department within thirty (30) calendar days of enrolling as a Client or accessing a The Company Property for the first time.
4.7 Judgment upon the arbitration award may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
5. PROGRAM LICENSE
5.1 Subject to this Agreement, we hereby grant the client a non-exclusive, non-transferable license (without the right to sublicense) to access and use the Company Properties for the client’s personal use to access the Program(s). The client agree that the client obtain no rights other than the rights and licenses expressly granted in this Agreement. The Company reserves the right to change, upgrade or discontinue the Program, any The Company Property, and any feature of the Program or the Company Properties, at any time, with or without notice. All rights not expressly granted under this Agreement are reserved by The Company or its licensors.
6. PROGRAM RESTRICTIONS
6.1 The client agree that the client will not, and will not permit others to: (i) damage, interfere with or unreasonably overload the Company Properties; (ii) introduce into the Company Properties any code intended to disrupt the Program; (iii) alter or delete any information, data, text, links, images, software, chat, communications and other content available through the Company Properties (collectively, ‘Content’); (iv) access the Program or the Company Properties by expert system, electronic agent, ‘bot’ or other automated means or frame the program or the Company Properties within any applications; (v) use scripts or disguised redirects to derive financial benefit from The Company; (vi) modify, reverse engineer, reverse assemble, decompile, copy or otherwise derive the source code of any The Company Property for any reason; (vii) rent, sell or sublicense any of the The Company Properties; (viii) provide any unauthorized third party with access to the Program; (ix) access or attempt to access confidential Content through the Company Properties or attempt to circumvent any security, Content protection, or authentication measure associated with the The Company Properties; (x) interfere with the operation of the Program, including, but not limited to, distribution of unsolicited advertising or mail messages and propagation of computer worms and viruses; (xi) post any material in any form whatsoever on the Company Properties or within the Program that is defamatory, obscene or otherwise unlawful or violates any third party’s right of privacy or publicity; (xii) infringe any third party’s patent, copyright, service mark, trademark or other intellectual property right of any kind or misappropriate the trade secrets of any third party in connection with the client’s use of the Program or the Company Properties; (xiii) engage in any activity that does not comply with applicable law and regulations or otherwise engage in any illegal, manipulative or misleading activity through the use of the Program; (xiv) use the manual or automated software, devices or other processes to ‘scrape,’ ‘crawl,’ ‘spider’ or index any page of Content from the Company Properties; (xv) attack the Company Properties via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; or (xvi) otherwise attempt to interfere with the proper working of the Company Properties.
7. PROGRAMS
7.1 Cash Back. We offer the ability for Clients to earn cash back (‘Cash Back’) on their purchases completed through the Company Properties. The Company receives compensation for referring buyers to the retailers, brands, merchants and other partners participating in this Program (‘Affiliate Stores’). The Company gives a portion of this fee to its Clients as Cash Back. Compensation received by The Company may play a part in whether retailers and products appear on our site, where they are placed, and how we promote them to the client. Participation in this Program and the opportunity to earn Cash Back are offered at the sole discretion of The Company and subject to the client’s compliance with this Agreement.
(a) Online Cash Back. In order to earn Cash Back online, the client must register for an Account, be signed in to one of the Company Properties use the shopping links within the Company Properties, and complete the client’s purchase transaction during the same shopping session the client started after clicking on the shopping link. If the client visits other sites before completing the client’s purchase or use coupons not provided by The Company, the client’s purchase might be associated with a service other than The Company and the client might not earn Cash Back on the client’s purchase. If the client disables ‘cookies’ on the client’s computer so that the cookies are not operational when the client complete the client’s purchase transaction, the client will not be able to earn Cash Back because cookies are used to authenticate the user and verify whose Client Account is eligible for the Cash Back.
(b) In-Store Cash Back. The Company may also offer the client the opportunity to earn Cash Back on purchases made in store (‘In-Store Cash Back’) at certain physical Affiliate Store locations. In order to be eligible for In-Store Cash Back, the client must shop at any of the listed affiliate brand stores and upload evidence of purchase as receipt to the Company property for approval. Only products listed on the Company’s platform are eligible for a cashback reward.
8. CASH BACK EXCLUSIONS
8.1 CASH BACK IS EARNED ON THE CLIENT’S NET PURCHASE AMOUNT, WHICH EXCLUDES TAXES, FEES, SHIPPING, GIFT-WRAPPING, DISCOUNTS OR CREDITS, RETURNS OR CANCELLATIONS, AND EXTENDED WARRANTIES. CASH BACK AMOUNTS VARY BY AFFILIATE STORE AND PRODUCT CATEGORY AND MAY CONTAIN EXCLUSIONS IN THE TERMS OF THE OFFER AND THE APPLICABLE STORE PAGE. PLEASE REVIEW THESE TERMS CAREFULLY.
9. STORE POLICIES
9.1 A product purchased from any Affiliate Store, whether online or in store, is governed by and subject to the applicable Affiliate Store policies, including applicable exchange and shipping policies. The client agree that we are not agents of any Affiliate Store and that the Affiliate Stores operate independently and are not under our control. Accordingly, the client’s participation in offers or promotions of, or correspondence with, any Affiliate Store is solely between the client and that Affiliate Store. We do not assume any liability, obligation or responsibility for any part of such correspondence, offer or promotion, including, without limitation, the withdrawal or modification of any such offer or promotion. The Company is not responsible for changes to, or discontinuance of, any Affiliate Store, or for any Affiliate Store withdrawal from the Program, or for any effect on accrual of Cash Back caused by such changes, discontinuance or withdrawal.
10. PAYMENT OF CASH BACK AND OTHER REWARDS
10.1 Requirements. As a condition of payment of accrued Cash Back or other rewards, the client must: (i) establish and maintain an Active Account (defined below); (ii) provide a valid email address that the client own and are able to receive email; (iii) provide a password to protect the client’s Account; and (iv) provide the client’s physical address. If the client elects to receive payment via mobile money, the client must provide a valid telephone number that the client owns and is registered on MPESA or Airtel Money. A single telephone number cannot be connected to multiple Program Accounts. Additionally, the client must not be listed as a ‘Specially Designated National,’ a ‘Specially Designated Global Terrorist,’ or be a resident outside of the Republic of Kenya. The client further agrees to provide additional information we may reasonably request to verify the client’s identity as a condition for receiving payment.
10.2 Cash Back Payments. The minimum payment amount for Cash Back and other Cash Back Program rewards is KES 200. Balances below KES 200 shall remain in the client’s Account for potential payment during the next payment period. The Company pays Clients in Kenyan Shillings via mobile money or other payment options as The Company may make available from time to time. Clients may select or change their payment options in the redeem center through the Company Properties. The Company pays its Clients accrued Cash Back and Cash Back Program related rewards in accordance with the current payment schedule. Please note that accrual rates vary depending on the Affiliate Store’s policies and reporting schedules. For example, Cash Back for travel-related purchases typically does not accrue until after travel has been completed. The Company reserves the right to delay payment for any purchase based on The Company’s suspicion or detection of fraud with the client’s Account, the misattribution of the client’s Cash Back rewards by an Affiliate Store, any anomaly’s detected by The Company with the client’s account, changes to Affiliate Store policies at any time. The Company also reserves the right to modify the payment schedule at any time. The Company is not responsible for payments delivered to the wrong recipient through no fault of The Company or for payment errors made by payment partners, like Mpesa & Airtel Money. If the client’s payment fails or if it is returned to The Company, the payment amount will be returned to the client’s Account, where it may be subject to inactive account maintenance charges described in Section 11.2 below or subject to the Kenya Unclaimed Financial Assets law, unless the client takes the proper steps to restore the client’s Account to Active status.
10.3 Gift Cards. Periodically, The Company may offer gift cards in connection with a promotion or as a redemption option for the client’s Cash Back. Gift cards are subject to the terms and conditions of the gift card issuer and the applicable Affiliate Store policies. The Company is not responsible for lost or stolen payments, including gift cards. Gift cards for sign up bonuses are issued in the form of physical gift card, require a valid email address and registered phone number, and are only redeemable within the Republic of Kenya.
10.4 Donations. The Company may offer the client the opportunity to donate a portion or all of the client’s Cash Back earnings to a charity. SUQI neither charges any fees for this service nor takes any percentage of the Cash Back earnings donated. Contributions made through SUQI are not tax-deductible.
10.5 Account Adjustments. In our sole discretion, we may deduct Cash Back from the client’s account to make adjustments for returns and cancellations with respect to Cash Back Program purchases. Any such adjustments will be made in accordance with this Agreement, any applicable The Company policies and terms, the terms of the Affiliate Store offer and any and all applicable laws, rules and regulations. The determination of whether a purchase made through an Affiliate Store qualifies for Cash Back is at the sole discretion of The Company. If an Affiliate Store fails to report a transaction to The Company or fails to make payment to The Company for any reason, The Company reserves the right to cancel the Cash Back associated with that transaction. It is the client’s responsibility to check the client’s Account regularly to ensure that Cash Back has been properly credited and paid and that the client’s Account balance is accurate. If the client believe that Cash Back has not been correctly credited to the client’s account, the client must contact The Company Client Services within ninety (90) days of the transaction. In addition, The Company may make account adjustments for any Cash Back that The Company, in its sole discretion, deems as fraudulent, abusive, unethical, suspicious or otherwise inconsistent with the Referral Program Terms, this Agreement or any other applicable law or regulation. The Company decisions are final. Should the client disagree with any adjustments made to the client’s account or payments made to the client, the client’s sole remedy is to terminate the client’s account.
10.6 Taxes. The client may be taxed on the client’s receipt of bonuses and other consideration (merchandise, travel, etc.) for Client referrals or other promotional activities (such as prizes from a sweepstakes) depending on the tax laws of state and local jurisdictions. The client will be solely responsible for any tax liability arising out of the consideration received in connection with any Client referrals or promotional activities.
11. ACCOUNT MAINTENANCE
11.1 Updating The client’s Account. The client agrees to keep the client’s Account information current, complete and accurate by periodically updating the information through the Company Properties. The client must be logged into The Company and enter the client’s password to change the client’s Account information and payment preferences. The client may check the client’s Account status and recent purchase and/or earning history at any time via the Company Properties. The client will maintain the confidentiality of the client’s Account information, including username password and passcode by which the client accesses the Program. Any use of the client’s username and password will be deemed to be the client’s use, and The Company is entitled to act on instructions received under the client’s password and is not responsible for any credits or debits made to the client’s account by someone else who uses the client’s password. If there is a breach of security through the client’s Account, the client will immediately change the client’s password and notify us of such breach. The client agrees that, unless the client have first notified us immediately of any such breach, we should assume that any instruction transmitted using the client’s username and password is the client’s and has been authorized by the client, and we will have no obligation to inquire into the propriety of such instruction.
11.2 Account Activity. An Active Account means the client must have shopped or started a shopping trip via the Company Properties within the past twelve (12) months. Except where prohibited by applicable law, if the client have not shopped or started a shopping trip via the The Company Properties for more than twelve (12) consecutive months, The Company reserves the right to debit the client’s Account balance five dollars KES 55.00 per month (‘Maintenance Fee’) to recover the cost of account maintenance in its normal course of business until the client reactivate the client’s Account by shopping or starting a shopping trip via the Company Properties or until the client’s account balance is zero. If the client’s account remains inactive for more than twenty-four (24) consecutive months and the balance in the client’s inactive account is or becomes zero, The Company reserves the right to close the Account permanently and cease to maintain the client’s Account records and Program access. Maintenance Fees are nonrefundable, but will not cause the client’s account balance to become negative, and will not cause the client to owe money to The Company.
11.3 Fraudulent Activity. We reserve the right to investigate any purchase transactions, referral activity, or interaction with any The Company Property that we believe, in our sole discretion, is abusing or has abused the Program. We reserve the right to rescind any Cash Back, bar further Cash Back awards and/or bonuses, and/or terminate any Client Account that we believe, in our sole discretion, is abusing or has abused the Program, including, without limitation, by engaging in a pattern of returning products after the corresponding Cash Back has been credited, submitting fraudulent proof of purchase or making fraudulent referrals by creating multiple Accounts. Any failure to comply with this Agreement, any fraud or abuse relating to the accrual or receipt of Cash Back or other rewards and bonuses, or any misrepresentation of any information furnished to The Company by the client or anyone acting on the client’s behalf may result in the termination of the client’s Account and forfeiture of any accrued Cash Back rewards. If The Company has any reason to suspect fraudulent activity is associated with the client’s Account, The Company reserves the right to delay or withhold payment of Cash Back. Any suspected or actual cases of fraud activity will be escalated and reviewed in accordance with our fraud process. The Company decisions are final.
12. RECEIVING COMMUNICATIONS
12.1 By signing up to be a client, the client agrees to receive communications and notices by electronic mail or short message service. Our communications may be account- and Clientship-related (e.g., that we’ve added money to the client’s account, that a purchase has been made, that we are executing a cash withdrawal/donation request, etc.) as well as periodic shopping-related emails that highlight coupons and special deals available to The Company Clients. We may communicate with the client regarding the Program by electronic mail or direct mail using information the client provides to us. The client’s consent to receive electronic communications includes any notices or other information that we may be required by law to provide the client in writing or otherwise. The client agrees to keep us apprised of the Client’s current email address should the same change after the date the client become a client. We may also send the client push notifications if the client installs the mobile application. we may use the client’s contact telephone number to contact the client when the client makes account updates or for account recovery purposes. The client may receive recurring messages from us during those account changes. Standard message rates apply, and carriers are not responsible for any delayed or undelivered messages. The client may opt out of receiving certain communications in accordance with our Privacy Policy.
13. THE COMPANY APPLICATIONS
13.1 The Company may make available software applications (‘The Company Applications’) to allow the client to access our Programs without visiting www.sqiclub.com. For purposes of this Agreement, references to The Company Properties shall include The Company Applications. The Company Applications and their underlying information and technology may not be exported or re-exported into any country to which the Republic of Kenya has export restrictions. The client represents and warrant that the client are not located in, under the control of or a national or resident of any such country or on any such list of export restriction, and that the client will otherwise comply with all applicable export control laws.
14. THIRD-PARTY PLATFORMS
14.1 When the client access or use the Company Properties, we may make available services from one or more third parties (‘Third-Party Platforms’). The Company Properties support Third-Party Platforms, including Apple, Facebook, and Google to make it easier for the client to sign in or create the client’s Account. Any use of Third-Party Platforms to create and access the client’s Account is subject to the terms and conditions and privacy policies of such third parties (‘Third-Party Terms’).
15. THE CLIENT’S FEEDBACK
15.1 The client may be invited to provide us feedback, comments, ideas, suggestions, reviews and other information about our Programs (‘Feedback’) through the Company Properties. The client hereby grant to The Company and its affiliates and agents a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute and display the Feedback in any media and for any legal purpose, including, without limitation, the right to use such Feedback in advertising and promotional materials and to enhance or improve our products and services and the products and services of its affiliates.
16. COMMUNITY STANDARDS
16.1 By participating in the Program, the client are becoming a Client of a community that depends on the goodwill and responsible behavior of each of our Clients. Clients are required to refrain from transmission or communication of images or text constituting ethnic slurs, obscenities, sexually explicit material, inflammatory or derogatory comments, or anything else that may be construed as harassing or offensive, which is targeted at the Program, the Company Properties, our employees, contractors or agents, our Affiliate Stores, or other Clients. This includes communications by means of social media or other Internet posts that violate the above community standards or promote or encourage gaming or fraudulent behavior. Clients who violate this provision, as determined by us in our sole discretion, may have their access to the Program suspended or terminated without prior notice.
17. OWNERSHIP
17.1 All right, title and interest in the Program, the Company Properties and the Content belong to The Company or its licensors. Additionally, The Company shall maintain all right, title and interest in the ‘sqi’ mark, the sqi logo and any other marks, service marks, trademarks or logos of The Company and its affiliates (‘The Company Marks’). The Company Marks may not be used in connection with any product or service that is not The Company’s or in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits The Company or implies a partnership, sponsorship, or endorsement by The Company. The client shall not by any means bid on any keywords with any search engine containing ‘sqiclub,’ ‘suqi’ or anything substantially similar to ‘sqi,’ ‘suqi,’ ‘budep.com’ or any other The Company Mark including, without limitation, sqiclub.com, sqi.co.ke, buydep.com, suqi.co.ke. The client shall not mention or use The Company in any ad text, extensions or banner ads without the express written consent of The Company. All other trademarks not owned by The Company that are used in the Programs are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by The Company.
18. INDEMNIFICATION
18.1 The client agree to indemnify The Company, our Affiliate Stores, as well as their respective officers, directors, employees, successors, agents and affiliates, for any and all claims, damages, losses and causes of action (including attorneys’ fees and court costs) arising out of or relating to the client’s breach of this Agreement or for any materials in any form whatsoever that are provided by the client (or through the client’s username and/or password). The client agree to cooperate as fully as reasonably required in our defense and/or settlement of any claim. We reserve the right, in our reasonable discretion, to assume exclusive control over the defense and settlement of any matter subject to indemnification by the client.
19. WARRANTY DISCLAIMER
19.1 THE PROGRAM, CONTENT AND THE COMPANY PROPERTIES ARE PROVIDED ‘AS-IS’ AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE QUALITY, ACCURACY, COMPLETENESS, RELIABILITY OR VALIDITY OF THE PROGRAMS, CONTENT OR THE COMPANY PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY PRODUCT SEARCH RESULTS, PRODUCT DESCRIPTIONS, PRODUCT AVAILABILITY, PRICING INFORMATION ADVICE, OPINION, STATEMENT, RECOMMENDATIONS, REVIEWS OR OTHER INFORMATION DISPLAYED, UPLOADED OR DISTRIBUTED IN CONNECTION WITH ANY PROGRAM. THE COMPANY DOES NOT WARRANT THAT THE FUNCTIONALITY OF THE COMPANY PROPERTIES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THEY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, THE COMPANY DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE QUALITY OR ACCURACY OF ADVERTISEMENTS FOR ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY ITS AFFILIATE STORES IN CONJUNCTION WITH THE PROGRAMS.
20. LIMITATION OF LIABILITY
20.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, STATUTORY, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES OR FOR ANY LOSS PROFITS, LOSS DATA OR LOSS OF USE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CLIENT AGREE THAT THE COMPANY’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED FIVE HUNDRED KENYAN SHILLINGS (KES.500) OR THE MAXIMUM CASH BACK AMOUNT THE CLIENT RECEIVED IN THE LAST FOUR YEARS FROM THE DATE OF ACCEPTANCE OF THESE TERMS, WHICHEVER IS GREATER. THIS LIMITATION SHALL APPLY TO ANY AND ALL LIABILITIES OR CAUSES OF ACTION HOWEVER ALLEGED OR ARISING, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, BREACH OF CONTRACT, OR ANY OTHER CLAIM WHETHER IN TORT, CONTRACT, OR EQUITY.
21. TERMINATION OR SUSPENSION
21.1 This Agreement is effective when accepted by the client and will remain in effect until the client or we terminate the client’s Account. The client may terminate the client’s Account by accessing the client’s Account’s settings. We may terminate this Agreement, the client’s Account, and the client’s use of or access to the Program at any time, for any reason or no reason, including if the client’s Account remains inactive per Section 11.2. Any violation of this Agreement or the rules and conditions of the Program may result in the termination of the client’s Account and forfeiture of pending or prior Cash Back and other rewards. We may, in our sole discretion, at any time and without prior notice, discontinue, cancel, suspend, change or limit access to all or any part of the Program or any functionality, feature or other component of any The Company Property. The client agree that The Company will not be liable to the client or to any third party for any modification, suspension, or termination of the Program or the client’s access to any of the Company Properties. If the client are dissatisfied with any aspect of the Program at any time, the client’s sole and exclusive remedy is to cease participating in the Program by terminating the client’s Account by accessing the client’s Account’s Privacy Preferences. Upon any termination of the Program, the client’s right to use and access the Program, and the Company Properties, and to receive Cash Back and other rewards, will terminate. Termination will not prejudice either the client or our remedies at law or in equity.
22. GENERAL PROVISIONS
22.1 Entire Agreement. These Terms and Conditions constitute the entire agreement between the client and The Company and govern the client’s use of the Program or The Company Properties superseding any prior agreements between the client and The Company with respect to the Program or The Company Properties (including, without limitation, earlier versions of this Agreement that may have been accepted by the client). Any representations, statements or agreements made or entered into elsewhere, whether directly or indirectly, written or oral or in advertising are not binding toward The Company unless expressly confirmed in writing by The Company to the client. The client may also be subject to additional terms and conditions that may apply when the client use or purchase certain other The Company services, The Company affiliate services, third party content or third-party software.
22.2 Choice of Law and Venue. The validity, construction and interpretation of this Agreement and the relationship between The client and The Company, including the rights and duties of the parties, will be governed by the laws of the Republic of Kenya without regard to its conflict of law provisions. This shall not limit the protection afforded to the client by provisions that cannot be derogated from by agreement by virtue of applicable law. The exclusive venue for any dispute or issue arising out of this Agreement shall be held in Nairobi County, Kenya.
22.3 Interpretation. Headings under this Agreement are intended only for convenience and shall not affect the interpretation of this Agreement. 22.4 Waiver and Severability of Terms. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be invalid, such invalidity shall not affect the remaining provisions, except as otherwise stated. 22.5 Assignment. The client may not assign, transfer, or otherwise dispose of the client’s rights and obligations under this Agreement, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void. The Company has the right to transfer, assign or otherwise dispose of these Terms and Conditions without the client’s consent.
Updated: July 28, 2023
