TERMS AND CONDITIONS OF THE SAFARICOM CONFERENCE BRIDGE SERVICE

1.DEFINITIONS AND INTERPRETATION

  1. In this agreement:

    1. "Access Phone Number" means the dial-in phone number the Participant dials into to access and use the Services;

    2. "Application Form" means the Customer's request in writing for the Services as set out in the form overleaf or by completing an online application form;

    3. "Agreement" or "Terms and Conditions" means these terms and conditions and its schedules;

    4. "Booking Fee" means a Charge as published in the Tariff Guide payable by the Customer at the time of application for Services;

    5. "Charges" means the amounts payable for the Services as published in the Tariff Guide or otherwise described in these terms and conditions including any applicable deposits but excluding any applicable interest on late payments;

    6. "Content" means voice, sounds, information, communications , data or any other material appearing, posted, exchanged, transmitted or communicated through the Services;

    7. "Customer", "You" or "Your" means you as the organisation, corporate or individual applying for, or using the Services and with whom Safaricom is making this contract and includes any person who Safaricom believes is acting with the Customer's authority;

    8. "Customer Equipment" means such of the Customer's equipment as will interact with the Network to facilitate access to the Services;

    9. "Force Majeure" means acts of God, geographical topography, power outages, weather conditions, the refusal or delay by a third party to supply the Services to Safaricom, the imposition of restrictions of a legal or regulatory nature which prevent Safaricom from supplying the Services, an event which could not reasonably have been avoided by a diligent party in the circumstances, which is beyond the reasonable control of a party and which makes a party's performance of its responsibilities hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, confiscation or any other action by government agencies. Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder;

    10. "Meeting ID" means the number issued to the Participant to uniquely identify the call session;

    11. "Network" means the network operated by Safaricom, its subsidiary(ies), holding company and/or its third party providers to facilitate the provision of the Services;

    12. "Offending Material" means any Content that is:

      1. in breach of any law, regulation or code of practice invoked by Safaricom or industry regulator or any policy adopted by Safaricom and communicated to the Customer with regard to the acceptable use of the Services; or

      2. abusive, indecent, defamatory, obscene, offensive, menacing or a threat to the health and safety of any third party; or

      3. in breach of confidence, intellectual property rights, privacy or any right of a third

    13. "Participant" means You and/or any other person authorised by You to use the Services;

    14. "Password" means the number issued to the Participant to grant access to the call session;

    15. "Services" means the conference bridge services provided by Safaricom under this Agreement and includes such other services as may be incidental or conducive to the provision of the Services;

    16. "Tariff Guide" means the list of charges for the Services as published and varied by Safaricom from time to time

  2. In this Agreement, unless the context otherwise requires, any reference to:

    1. the singular includes the plural and vice versa;

    2. A person includes reference to a body corporate or other legal entity;

    3. Any written law includes that law as amended or re-enacted from time to time;

    4. Any agreement or other document includes that agreement or other document as varied or replaced by the Parties in writing from time to time;

    5. Words importing one gender shall be construed as importing the other gender; and

    6. any Party includes that Party's successors and assigns.

  3. Clause headings are inserted for convenience only and shall be ignored in construing this Agreement.

2. COMMENCEMENT AND DURATION

This Agreement shall be deemed to have commenced on the date the Customer is issued with a Access Phone Number, Meeting ID and Password ("Commencement Date").

APPLICATION OF TERMS

  1. Acceptance

    By submitting a completed Application Form to Safaricom and/or utilising the Services you confirm that you have read, understood and accepted the terms and conditions of this Agreement.

  2. Entire Agreement

    1. i) The terms and conditions set out in this Agreement are the only terms on which Safaricom is prepared to deal with you as the Customer in relation to the provision of the Services.

    2. ii) No terms or conditions endorsed upon, delivered with or contained in the Customer's quotation, acknowledgement, purchase order, delivery note or other documents  will form a part of this Agreement and the Customer waives any right which it otherwise might have to rely on such terms and conditions.

  3. Use of other Safaricom Products and Services

    The Customer acknowledges that it may use the Services in conjunction with other Safaricom products and services and accepts it will comply with the terms and conditions of such other Safaricom products and services while utilising the same in addition to the terms and conditions set out in this Agreement.

4. SUPPLY OF THE SERVICES

  1. Password

    1. To facilitate access to the Services Safaricom will issue you with a Password and it is your responsibility to keep it

    2. The assigned Password is only valid for the duration of the call session to which it is assigned and will expire immediately upon the end of the call session. Safaricom is not liable to reserve or preserve a Password beyond the actual day and time requested by you.

  2. Use of the Services

    1. The Customer shall not utilise and shall ensure that no other person utilising the Customer's access to the Services uses the Services:

    2. for sending, receiving, reproducing, transmitting or communicating, any Offending Material; or

    3. for fraud or for any criminal purpose or in a manner that is contrary to any regulatory or legal requirement; or

    4.  to cause annoyance, inconvenience or needless anxiety to any person; or

    5. contrary to any other instructions and/or acceptable use policy that may be communicated by Safaricom to the Customer from time to time.

  3. No Warranties, Availability and Supply of the Services

    Although Safaricom will take all reasonable steps to ensure that the Services are available to the Customer at all times, it cannot guarantee a continuous fault free service. The quality and availability of Services may be affected by factors including (but not limited to) Force Majeure planned maintenance or rectification work on the Network, the transmission link(s), or the Customers Equipment may interfere adversely with the quality and provision of the Services. Safaricom does not warrant that the Service or any equipment provided by it will meet your needs, perform at a particular speed, bandwidth or data throughput rate, or will be uninterrupted, error-free, or secure, or free of viruses, worms, disabling code or conditions, or the like. It is agreed that the Customer's inability to use the Services by reason of failure of any Customer Equipment shall not relieve it from payment of any of the Charges due under this Agreement.

5. TARIFFS AND TAXES

  1. You will be charged a non-refundable Booking Fee as set out in the Tariff Guide for each reserved

  2. Each Participant shall be charged the applicable rate for calling a Safaricom mobile telephone

6. INDEMNITY

Notwithstanding any other provisions of this Agreement , the Customer confirms and undertakes to indemnify and keep indemnified Safaricom on demand for and against all proceedings, costs (including reasonable legal fees), claims, expenses, demands, liabilities, losses and damages of whatsoever nature howsoever suffered or incurred by Safaricom arising out of or by reason of any act or omission on the part of the Customer, the Customer's employees, representatives or agents in the performance of the Customer's obligations under this Agreement including without limitation for defamation and infringement of intellectual property rights.

7. LIMITATION AND EXCLUSION OF LIABILITY

  1. Safaricom's liability in contract, tort or otherwise (including liability for negligence) under or in connection with this Agreement is limited to Kshs one hundred thousand (Kshs 100,000). This limitation of liability is cumulative and not per

  2. The Customer agrees that the following exclusions of liability areSafaricom, its officers, employees, sub-contractors agents and partners will not be liable to the Customer or any party for:

    1. any direct, indirect, anticipated savings, lost profits or revenue, goodwill consequential, incidental or special loss, corruption or loss of data, injury, loss of life, destruction of property or damage to Customer Site or adjacent property or other costs arising out of or in connection with this Agreement in contract or tort or otherwise for any loss including as a consequence of a failure or delay in availability of the Network notwithstanding Safaricom's awareness of the possibility of the Customer incurring the same;

    2. any losses arising in connection with (i) Force Majeure events or other circumstances outside our control or outside our knowledge (ii) any unforeseeable acts or omissions or negligent acts on the part of Safaricom's service providers, suppliers, contractors, agents or employees; (c)the loss, late receipt or non-readability of any download, transmission, or other communications or loss of data, data privacy or security transmission;

  3. for any damage to the Customer Equipment; and

  4. Any charges or losses incurred as a result of or unauthorized use of the Services including following a theft of the

  5. Except as provided in this Agreement, Safaricom provides no warranties, conditions or guarantees as to the description or quality of the Services and all warranties, conditions or guaranties implied by or expressly incorporated as a result of custom and practice, statute, common law or otherwise are hereby expressly excluded so far as is permitted by the law

8. TERMINATION AND SUSPENSION

  1. Safaricom may in its sole discretion suspend the Services or terminate this Agreement without liability to compensate the Customer for any period during which:

    1. Safaricom is required or requested to comply with an order or instruction of or on recommendation from the Government, court, regulator or other competent authority;

    2. The license under which Safaricom provides the Services is terminated or modified preventing Safaricom from providing the Services or for any other reason Safaricom is unable to provide the Service;

    3. Safaricom reasonably suspects or believes that the Customer is in breach of the terms and conditions of this Agreement or any other terms and conditions referred to herein;

    4. Safaricom has good reason for believing that any information given by the Customer to Safaricom is false or misleading;

    5. It is necessary to facilitate modifications to, or allow for maintenance of the Network;

  2. The Customer has not paid the Charges or any other monies due from it to Safaricom by the due date as provided in clause 6.2 or within such other timelines as may be communicated by Safaricom.

    1. The Customer shall reimburse Safaricom for all reasonable costs and expenses incurred as a result of the suspension, termination or variation of the Services where the suspension, termination or variation is implemented by Safaricom as a result of any act or omission by the Customer.

    2. The Customer will be liable for all periodic charges during any period of suspension where such suspension is occasioned by an act or omission of the

9. CONSEQUENCES OF TERMINATION

Termination shall not affect any provision of this Agreement expressed to have effect after termination, or any other rights either Party may have against the other Party subsisting at the time of termination.

10. VARIATION OF THE AGREEMENT

Safaricom may vary these terms and conditions at any time and will give the Customer notice of the changes in accordance with clause 14 (Notices and Waiver).

11. USE OF PERSONAL DATA

Safaricom may retain the data submitted by the Customer on the Application Form or which might otherwise be derived during the term of the Agreement from the Customer's use of the Services and the Customer accepts that Safaricom may use the same for the following reasons:

  1. Fraud prevention and law enforcement;

  2. For reasonable commercial purposes connected to your use of the Service, such as marketing and research related activities;

  3. To comply with any legal, governmental or regulatory requirement ;

  4. For use by our lawyers in connection with any legal proceedings;

  5. In business practices including but not limited to quality control, training and ensuring effective systems

12. NOTICES AND NO WAIVER

  1. Any notices in regard to any information that we may wish to send to you from time to time including but not limited to variations to these, modifications/variations to the Services or Tariffs, any promotions and other information will be through advertisement in a daily newspaper or on the Safaricom website safaricom.co.ke The Customer will be deemed to have been bound by such variation by continuing to use the Services.

  2. Any notices for purposes of legal proceedings will be served:

    1. In the case of the Customer: at the Customer's last known billing

    2. In the case of Safaricom: by hand delivery to Safaricom House, Waiyaki Way, Nairobi and marked for the attention of the Head of Legal & Regulatory

    3. 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. "Business day" for the purposes of this clause 13 means Monday to Friday between the hours of 0900 and 1700, excluding public holidays.

  3. Any failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

13. ARBITRATION

  1. Save as may otherwise be provided herein, all questions in dispute arising between the Parties and all claims or matters in such dispute not otherwise amicably resolved settled between the Parties within a period of thirty (30) days (or such longer period as may be agreed upon between the parties) shall be referred to

  2. Arbitration shall be by a single Arbitrator to be appointed by agreement between the Parties or in default of such agreement within fourteen (14) days of such notification of such dispute by either Party to the other, upon application by either Party to the Chairman for the time being of Kenya Branch of Chartered Institute of Arbitrators of the United Kingdom and any Arbitration proceeding shall take place in

  3. Every award made under this clause shall be made in accordance with the provisions of the Arbitration Act 1995 (Act No. 4 of 1995) or other Act or Acts for the time being in force in Kenya in relation to To the extent permissible by law the determination of the Arbitrator shall be final and binding upon the Parties.

  4. Notwithstanding these Arbitration provisions, the Parties shall not be precluded from seeking urgent injunctory relief, in which case the Parties submit to the exclusive jurisdiction of the High Court of Kenya

14.GOVERNING LAW

The construction, validity and performance of this Agreement shall be governed in all respects by the Laws of Kenya.