1. DEFINITIONS
1.1
In this Terms Of Use [, except to the extent expressly provided otherwise):
“Terms Of Use” means these Terms including any Schedules, and any amendments to these
Term as the Client and Kanzu Code may execute by mutual consent from time to time;
“Business Day” means any weekday other than a bank or public holiday in Uganda;
“Business Hours” means the hours of 09:00 to 17:00 on a Business Day;
Charges”” means the following amounts:
(a) the amounts payable for the services as specified in clause 3;
(b) such amounts as may be agreed in writing by the both Client and Kanzu Code from time to time;
“Confidential Information” means:
a)
any information disclosed by the Client during the term of this Agreement OR at
any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
(1) was marked or described as “confidential”; or
should have been reasonably understood by the disclosing party to be
confidential; and
“Client Data” means all data, works and materials: uploaded to or stored on the Kanzu Banking Platform by Client; transmitted by the Platform at the instigation of The Client; supplied by Client to Kanzu Code for uploading to, transmission by or storage on the Platform; or
generated by the Platform as a result of the use of the Services by The Client (but excluding analytics data relating to the use of the Platform and server log files)];
“Client Personal Data” means any Personal Data that is processed by Kanzu Code on
behalf of The Client in relation to this Agreement
“Data Protection Laws” means all applicable laws relating to the processing of Personal
Data including but not limited to the Data Protection Act, 2019
Documentation”” means the documentation for the Services produced by Kanzu Code
and delivered or made available by Kanzu Code to Client under this Agreement;
“Effective Date” means the date of execution of this Agreement;
Force Majeure Event”” means an event, or a series of related events, that is outside the reasonable control of the party affected including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars, inter alia;
“Services” means Kangu Banking, whose specifications and functionality is described under Schedule 1 to this Agreement, which will be made available by Kanzu Code to The Client as a service in accordance with this Agreement;
“Services Defect” means a defect, error or bug in the Platform having an adverse effect OR a material adverse effect on the appearance, operation, functionality or performance of the Services provided under this Agreement, but excluding any defect, error or bug caused by or arising as a result of:
(a)
any act or omission of Client or any person authorized by Client to use the Platform
or Services;
(b)
any use of the Platform or Services contrary to the Documentation, whether by The Client or by any person authorized by The Client;
a failure of The Client to perform or observe any of its obligations in this Agreement;
and/or
(d)
an incompatibility between the Platform or the Services and any other system, network, application, program, hardware or software not specified as compatible in the Services Specification;
“Services Specification” means the specification for the Platform and Services set out in Schedule 1 (Services particulars) and in the Documentation;
Intellectual Property Rights”” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs;
“Maintenance Services” means the general maintenance of the Platform and Services,
and the application of Updates and Upgrades;
“Personal Data” has the meaning given to it in the Data Protection Laws applicable in
Uganda from time to time;
“Platform” means the platform managed by Kanzu Code and used by Kanzu Code to provide the Services, including the application and database software for the Services, the system and server software used to provide the Services, and the computer hardware on which that application, database, system and server software is installed;
Schedule”” means any schedule attached to the main body of this Terms Of Use;
“Services” means any services that Kanzu Code provides to The Client, or has an obligation to provide to The Client, under this Agreement;
“Support Services” means support in relation to the use of, and the identification and
resolution of errors in the Services, but shall not include the provision of training services;
“Term” shall have the meaning as provided under Clause 2;
“Update” means a hotfix, patch or minor version update to any Platform software; and
“Upgrade” means a major version upgrade of any Platform software.
2.TERM
The term of this Agreement shall run from the date of signing for a period of two (2) years (the “Initial Term”), and renewable subject to mutual covenants of the parties, unless terminated in accordance with the Agreement.
3. REMUNERATION
3.1
In consideration for the services provided under this Agreement, The Client shall pay to Kanzu Code a one time fee of an amount that will be agreed on by Kanzu Code and an agreed amount per user for the first year and another agreed amount for each of the following years per user per year (the “Subscription Fee”) for the services provided under this Agreement.
3.2
The payment in clause 3.1 above shall be paid to Kanzu Code at the execution of this agreement and going forward, on or before 30 days after expiry of the previous annual subscription (“due date”) on the Kanzu Code Account whose details are as follows:
Account Name
Kanzu Code Limited
Account Number
0102042010200
Bank Branch
STANDARD CHARTERED BANK UGANDA LIMITED
3.3
The consideration above is exclusive of all applicable taxes.
3.4
Payment to be made within thirty (30) calendar days. Any amount not paid when due will attract
a simple interest from the due date until paid at a rate equal to 2% per month.
4. GRANT OF LICENCE
4.1
Kanzu Code hereby grants the Client including to all Client’s Authorized Users, a non
exclusive, non-sub licensable, non-assignable and worldwide license to access Kanzu
Banking Platform and use the Software (the “Service”) solely for the internal business
operations of The Client in accordance with this Terms Of Use.
4.2
The full description (technical and functional specifications) of the services is provided
under Schedule 1 to this Terms Of Use.
4.3
Kanzu Code shall ensure that, on the Effective Date, migration of The Client’s user data to the
platform will commence, an Account for The Client is generated and provided to The Client and login details for utilizing the services in accordance with the technical and functional specifications as agreed by the Parties in accordance with this Terms Of Use are provided.
4.4
Kanzu Code shall, in provision of services under this Terms Of Use, provide The Client with
software for;
a.
A mobile and web-based application giving The Client Administration (“Admin”) access
to the Kanzu Banking online platform (hereinafter the “Admin Portal).
b. a mobile and web-based application compatible with Windows, iOS, Android and
any other operating applications as may be agreed upon by the parties, enabling theThe Client’s employees (“Users”) to access the Kanzu Banking platform. (Hereinafter the “Members Portal”).
5. CLIENT’S OBLIGATIONS
5.1
The licence granted by Kanzu Code to The Client under Clause 1 is subject to the following
limitations:
5.1.1
the Services may only be used by the officers, employees, agents and subcontractors
of The Client in accordance with this Terms of Use;
5.1.2
The Client must not sub-license its right to access and use the Services;
5.1.3
The Client must not use the Services to provide services to third parties not contemplated
under this Agreement;
5.1.4
The Client must not republish or redistribute any content or material from the Services;
5.1.5
The Client must not make any alteration, modify, disassemble, decompile or reverse engineer the Platform, except as permitted by Kanzu Code;
5.1.6
The Client must not conduct or request that any other person conduct any testing of the vulnerability of, or circumvent any security mechanisms on the Platform or the Services without the prior written consent of Kanzu Code;
5.1.7
The Client shall use reasonable endeavors, including reasonable security measures relating to the Administrator Account (Admin Portal) access details, to ensure that no unauthorized person may gain access to the Services using an administrator Account.
5.1.8
The Client must not use the Services in any way that causes, or may cause, damage to the
Services or Platform or impairment of the availability or accessibility of the Services.
5.2
For the avoidance of doubt, The Client has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term of this Agreement.
5.3
The Client shall be responsible for obtaining and maintaining all computer hardware, software,
and communications equipment needed to internally access the Service, and paying all
third-party access charges incurred while using the Service.
5.4
The Client shall implement, maintain, and update all necessary and proper procedures and software for safeguarding against computer infection, viruses, worms, Trojan horses, inter alia and other code that manifests contaminating or destructive properties (collectively “Viruses”).
5.5
The Client shall abide by all local and international Laws and regulations applicable to its use of
the Service.
6.SERVICE LEVELS
6.1
Kanzu Code shall use all reasonable endeavors to maintain the availability of the Services
to The Client , but does not guarantee 100% availability.
6.2
For the avoidance of doubt, downtime caused directly or indirectly by any of the
following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b)
a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Client ‘s computer systems or networks or internet service
connections;
(d) any breach by The Client of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
7. SYSTEM MAINTENANCE SERVICES
Kanzu Code shall provide Maintenance Services with reasonable skill and care to The Client
during the Term of this Agreement.
7.2
Kanzu Code shall where practicable give to the Client at least five (5) Business Days’ prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Services or are likely to have a material negative impact upon the Services, without prejudice to the Kanzu Code’s other notice obligations under this main body of this
Agreement.
7.3
Kanzu Code may suspend the provision of the Maintenance Services if any amount due
to be paid by The Client to Kanzu Code under this Agreement is overdue, and Kanzu Code has given to The Client at least thirty (30) days’ written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.
8. SUPPORT SERVICES
8.1
For a period of six (6) months beginning on the Effective Date, Kanzu Code shall
provide the Support Services to The Client during the Term of this Agreement provided always that any support services after the six months duration shall be charged upon The Client at a fee that shall be agreed upon by the Parties.
8.2
Kanzu Code shall provide The Client with;
8.2.1
telephone or electronic support during Kanzu Code’s normal business hours in order to help The Client locate and correct problems with the Service and any related software, and
8.2.2
internet-based support system generally available seven days a week, twenty-four
hours a day.
8.3
Kanzu Code shall make available to The Client a helpdesk in accordance with the provisions of this main body of this Agreement Kanzu Code may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and The Client must not use
the helpdesk for any other purpose.
8.4
Kanzu Code shall respond promptly to all requests for Support Services made by The Client
through the helpdesk.
8.5
Kanzu Code may suspend the provision of the Support Services if any amount due to be paid by The Client to Kanzu Code under this Agreement is overdue, and Kanzu Code has given to The Client at least thirty 30) days’ written notice, following the amount becoming
overdue, of its intention to suspend the Support Services on this basis.
9. UPDATES AND UPGRADES
9.1
In keeping with the requirements under the Technical and Functional Specifications set out in schedule 1 of this Agreement, Kanzu Code shall make all the necessary upgrades
and updates to the Software as are required for the proper and stellar functioning of the
Applications for the Term of this Agreement.
9.2
The Parties may agree to make additions to this Agreement with respect to this Clause where there are major upgrades required beyond the scope envisaged by the Technical and Functional Specifications above provided always that the fee for such additions or modifications shall be charged upon The Client upon mutual covenant of the Parties.
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10. DATA PROTECTION.
10.1
The Parties shall each implement appropriate technical and organizational measures to ensure an appropriate level of security for the personal data shared under this Agreement.
10.2
Kanzu Code may collect, use and process The Client personal data only according to with strict consideration of The Client ‘s Privacy Policy, and existing data protection laws and to the extent
that Kanzu Code is required to do so under this Agreement.
10.3
The Parties agree that Kanzu Code may anonymously compile statistical information related
to the performance of the Service for purposes of improving the Service, but only if such information does not identify the data as The Client ‘s or otherwise include The Client ‘s name.
Notwithstanding the provisions of Clause 10.3 above, Kanzu Code shall have the right to collect and analyse data and other information relating to the provision use and performance of various aspects of the Services and related systems and technologies. Kanzu Code shall be free during and after the term of this Agreement to:
10.4.1 Use the information and data to improve and enhance the Services and for other
development, diagnostic and corrective purposes in connection with the Services. And;
10.4.2 disclose all such data solely in connection with its business.
10.5 Kanzu Code shall promptly inform The Client if, in the opinion of Kanzu Code, an instruction
of The Client relating to the processing of The Client Personal Data infringes the Data Protection
10.6 Kanzu Code shall ensure that persons authorized to processThe Client personal Data shared
under this Agreement have committed themselves to confidentiality or are under an
appropriate statutory obligation of confidentiality.
10. 7 Kanzu Code shall not engage any third party to process The Client Data shared under this
Agreement without the prior specific or general written authorization of The Client .
10. 8 Kanzu Code shall assist The Client in ensuring compliance with the obligations relating to;
10.8.1 the security of processing of data,
10.8.2 the notification of data breaches to the supervisory authority,
10.8.3 the communication of data breaches to the data subject,
10.8.4 data protection impact assessments and prior consultation in relation to high-risk
processing under the Data Protection Laws.
10. 9 Kanzu Code shall report any Personal Data breach and data losses relating to The Client Data
shared under this Agreement to The Client within 48 hours following Kanzu Code becoming
aware of the breach. Kanzu Code may charge The Client , subject to rates mutually agreed upon
by the parties, for any work performed by Kanzu Code at the request of The Client pursuant to this Clause 10.9.
10. 10 The Client shall, at any time prior to one month after the date of termination of this Agreement,
request:
10.10.1 a copy of any Data stored using the Kanzu Banking Service under this
Agreement, provided that The Client pays to Kanzu Code reasonable costs of providing that copy. On receipt of that request, Kanzu Code must provide a copy of the Data in a common electronic form. Kanzu Code does not warrant that the format of the data will be compatible with any software; and/or
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10.10.2 deletion of the Data stored using Kanzu Banking platform under this
Agreement, in which case Kanzu Code shall use reasonable efforts to promptly delete the data. For avaoidance of doubt, Kanzu Code is not required to comply with Clause 10.10.1 hereinabove to the extent that The Client previously requested deletion of the data.
10.11 Kanzu Code shall allow for and contribute to audits, including inspections, conducted by
The Client or another auditor mandated by The Client in respect of the compliance of Kanzu Code’s processing of The Client ‘s personal data shared under this Agreement in accordance with the Data Protection Laws. Kanzu Code may charge The Client for any work performed by Kanzu Code at the request of The Client pursuant to this Clause 10.10.
10.12 If any changes or prospective changes to the Data Protection Laws result or will result in
one or both parties not complying with the Data Protection Laws in relation to processing of Data carried out under this Agreement, then the parties shall use their best
endeavours promptly to agree such variations to this Agreement as may be necessary to
remedy such non-compliance.
10.13
The Parties agree that throughout the term of this Agreement, The Client shall be the
controller of all the data collected and processed by Kanzu Code through the software
11. INTELLECTUAL PROPERTY
11.1
Kanzu Code will retain all interest in and to the Services, including all code, documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual Property rights in connection with the Service, including, inter alia Kanzu Code’s name, logos and trademarks reproduced through the Service.
11.2
Without any prejudice to clause 11.1 above, the Parties acknowledge and agree that all
correspondence (including, without limitation, email correspondences, contact information and any other information obtained by one Party in connection with performance of its obligations hereunder) is their respective property and shall be provided to the other Party immediately upon request and, in all instances, promptly following any termination of this Agreement pursuant to Clause 12 hereof or otherwise, the Parties acknowledge and agree that each Party shall retain all right, title and interest in and to all of its copyrights, trademarks, trade secrets and all other intellectual property including those rights embodied in the services or its trademarks or trade names, including any improvements thereto or good will associated therewith.
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11.3
The Parties acknowledge and agree that each Party’s rights to the Intellectual Property used on or in relation to the Services and each Party’s respective business and the goodwill connected with that are the Party’s property and the other Party is only
permitted to use the Intellectual Property for the purposes of and during the term of this
Agreement and only as authorized by the owning Party.
11.4
The Parties hereby agree that this Clause shall survive the termination or expiration of
this Agreement.
12. TERMINATION
12.1
Either Party may terminate this agreement in the event of liquidation, bankruptcy and/or
receivership by either party.
12.2
Either Party may terminate this Agreement in the event that the other party commits any breach of this Agreement and fails to remedy the breach within thirty (30) days of written
notice.
12.3
Either Party may at any time, at its sole discretion, terminate this Agreement for
convenience upon giving ninety (90) days written notice to the other Party.
13. EFFECT OF TERMINATION
13.1
Upon expiration or termination of this Agreement, regardless of the reason thereof;
13.1.1 Kanzu Code shall immediately upon expiry of notice period cease to
provide the services toThe Client ;
13.1.2
The Parties shall prepare accounts and clear any outstanding dues and any
other consequent fiscal responsibilities;
13.1.3 All and any rights and licenses granted under this Agreement will
immediately and automatically terminate;
13.1.4
Either Party shall immediately cease use of all the other Party’s trademarks,
trade names, copyrights and all material;
13.1.5
Either Party shall promptly return Confidential Information or certify in
writing that it has destroyed such information;
13.1.6
Sections 10, 11, 14, 16, 17 and 18 shall survive the termination or expiration
of this Agreement and will remain in full force and effect.
14. CONFIDENTIALITY
14.1
All documents, other materials and other information made available to a Party or its
employees by the disclosing Party in connection with this Agreement (including but not limited to, this Agreement), whether in oral, written, graphic, or electronic form (collectively, the “Confidential Information”), shall be deemed to have been furnished to the other Party in confidence and shall remain the exclusive property of the disclosing Party both during and after the term of this Agreement.
14.2
Each Party shall maintain in trust and confidence all Confidential Information which it
may (1) develop or accumulate for the disclosing Party during the term of this Agreement
or (ii) acquire from the disclosing Party at any time, and will not during the term of this Agreement or thereafter, use the disclosing Party’s Confidential Information for its own benefit or disclose or permit any of its employees or agents to disclose the Confidential Information to any other person; provided, however, that the recipient Party may disclose the disclosing Party’s Confidential Information to such employees, agents and Affiliates of the recipient Party who need to know such Confidential Information for the purpose of effectuating this Agreement and who have been informed of and have agreed to protect the confidential nature of such Confidential Information.
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14.3
Nothing in this Agreement shall prohibit or limit either Party’s use of information which: 14.3.1 is now, or hereafter becomes, publicly known or available through lawful means; 14.3.2 is rightfully in recipient’s possession, as evidenced by recipient’s records;
14.3.3 is disclosed to recipient without confidential or proprietary restriction by a third
party who rightfully possesses the information (without confidential or proprietary restriction);
14.3.4 is independently developed by recipient without any breach of this Agreement; or
14.3.5 is the subject of a written permission to disclose provided by the disclosing party.
14.4
In the event either Party receives a validiy issued administrative or judicial process requesting Confidential Information of the other Party, it shall, to the extent reasonably practicable and lawfully permitted, provide prompt notice to the other Party of such receipt and permit the other Party an opportunity to obtain a protective order with respect to such Confidential Information.
14.5
Upon the termination or expiration of this Agreement, or upon request from the disclosing Party, the non-disclosing Party shall return all Confidential Information to the disclosing Party or destroy all Confidential Information and certify in writing that it has returned or destroyed all such information to the disclosing Party and has not kept any copies of the Confidential Information.
14.6
The obligation of each Party with respect to the Confidential Information shall survive
the terinination or expiration of this Agreement.
15. WARRANTIES AND REPRESENTATIONS.
15.1
Each party represents and warrants that;
15.1.1 the execution and delivery of this Agreement and its performance of its
respective obligations hereunder have been duly authorized,
15.1.2 the Agreement is a valid and legal agreement binding upon such party and is
enforceable against such party in accordance with its terms,
15.1.3 by entering into this Agreement, such party is and will not breach any other
agreement it is party to, and
15.1.4 such party does not require the consent of any other person or entity to enter
into this Agreement.
15.2
Other than as expressly set forth in this Agreement, no warranties, express or implied are made by Kanzu Code and Kanzu Code expressly disclaims all other warranties, including, without limitation, non-infringement, or warranties arising from a course of dealing, usage or trade practice, in each case, to the extent applicable.
16. INDEMNIFICATION
16.1
Either Party hereby agrees to indemnify, defend and hold harmless the other Party and its Affiliates, Directors, Officers, Employees and Agents from and against damages, costs and expenses, including, without limitation, interest, penalties and reasonable Attorneys’ fees and disbursements asserted against, resulting to, imposed upon or
incurred by reason of or resulting from
any personal injury, death or physical
damage to property caused by the negligence or willful misconduct (whether acts or
omissions) of the defaulting party or its employees, agents, subcontractors, or business invitees; (ii) use of the Service or the intellectual property of the other Party;
17. DISCLAIMER OF WARRANTIES
17.1
Kanzu Code services provided herein are provided on an “as is” basis, Notwithstanding any other oral or written communications with Kanzu Code about or in connection with the services herein, Kanzu Code makes no warranties, whether express or implied, including with respect to the provision of the Kanzu Code services, to The Client or the end users, including without limitation any warranties of merchantability, fitness for a particular purpose, non-interruption of services, or non infringement of third party rights whatsoever.
17.2
Kanzu Code is not liable for the content or loss of any data transferred either to or from The Client or end users, or stored by The Client or end users or other third parties which may be affected by the Kanzu Code service(s) provided under this Agreement, and Kanzu Code will not be liable for data loss, or for damage to servers or other equipment or any other antecedent claim whatsoever.
18. LIMITATION OF LIABILITY
18.1
To the fullest extent allowed by law, either Party shall not be liable under any circumstance for any special, consequential, incidental or exemplary damages arising out of or in any way connected with this Agreement, the services, equipment or the products, including, but not limited to, damages for lost profits, loss of use, lost data or any damages or sums paid by either Party and/ or the end users to third parties, even if the affected Party has been advised of the possibility of such damages. The foregoing limitation of liability shall apply whether such claim is based upon breach of contract, warranty or any Statutory Duty, negligence or other tort, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.
19. REGULATORY COMPLIANCE
19.1
If any government authority issues any law, regulation or interpretation or materially changes its current position as to the interpretation of any existing law or regulation which would prohibit, restrict, limit or render illegal the transactions or relationships contemplated herein, or if any governmental entity issues a written statement to the effect that any such transaction or relationship is in violation of any law, rule or regulation, the party receiving such notice or first becoming aware of such change shall notify the other. In such event, Kanzu Code may by notice to The Client amend this Agreement in order to bring it into compliance with all applicable laws, rules and regulations so long as the basic economic results of such transaction would survive any such amendment(s).
19.2
Without limiting the provisions hereof, to the extent known and material to the operation of services under this Agreement. The Client shall promptly notify Kanzu Code of any changes which may occur in relevant laws or regulations of any government, governmental body or agency having jurisdiction over Kanzu Code. The foregoing shall not in any way limit Kanzu Code’s continuing professional and legal responsibility to comply with, and be aware of, all licensing, regulatory, professional or other requirements applicable to Kanzu Code under this Agreement.
20. FORCE MAJEURE
20.1
Neither Party shall be deemed in default of this Agreement to the extent that performance of
its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, strikes, shortages of or failure to deliver hardware and/or software not attributable to an act or failure to act of the Party seeking the protection of the force majeure or any other cause beyond the reasonable control of such Party (“Force Majeure”), provided that such Party gives the other Party written notice thereof promptly and, in any event, within one (1) day of discovery thereof.
21 ASSIGNMENT AND SUBCONTRACTING
21.1
Neither Party may assign, or in any way transfer, novate, or dispose of this Agreement or any rights or obligations under this Agreement without the prior written consent of the other Party
22. NOTICES
22.1 All notices, offers, acceptance and any other acts under this Agreement (except
payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by email kakoma@kanzucode.com or similar overnight delivery, as follows:
a. If to KANZU CODE LTD
Plot 155, Dembe Towers Mawanda Road, P.O Box 3057, Kampala, Uganda
legal@kanzucode.com
If to The Client’s Address
Or to such other address as either of them, by notice to the other may designate from time to time. Time shall be counted to, or from, as the case may be, the delivery in
person or by mailing
23. WAIVER
23.1
Any waiver of any right or default hereunder shall be effective only in the instance given and shall not operate as or imply a waiver of any similar right or default on any subsequent occasion.
24. SEVERABILITY
24.1
If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative and shall not be part of the consideration moving from either of the Parties to the other.
24.2
In keeping with this Clause, in circumstances where the sub-clause above is applicable, the remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included.
25 GOVERNING LAW
25.1
This Agreement will be governed by and construed under, and the legal relations between the Parties hereto will be determined in accordance with, the laws of the Uganda. Both parties agree to submit to the exclusive jurisdiction of the courts of competent jurisdiction in Uganda.
26. REMEDIES CUMULATIVE
26.1
Except to the extent specifically provided otherwise in this Agreement, all remedies provided for hereunder, including, without limitation, the right to terminate this Agreement and all of the remedies provided by law, shall be deemed cumulative and non exclusive.
27. AMENDMENT
27.1
No amendment or variation to the terms of this Agreement shall be valid unless made in
writing and signed by a duly authorized representative of each of the Parties.
28. RELATIONSHIP OF THE PARTIES
28.1
Nothing in this agreement creates any special relationship between the parties, such as a partnership, joint venture, or employee/employer relationship between the parties. Neither party will have the authority to, and will not, act as agent for or on behalf of the other party or represent or bind the other party in any manner.
29. ENTIRE AGREEMENT & AMENDMENTS
29.1
This Agreement, including its Annexure(s) constitutes the entire Agreement between the Parties pertaining to the subject matter hereof and supersedes all prior or contemporaneous,
written or oral negotiations, Agreements, negotiations, correspondence and understandings
between the Parties relating to the subject matter of this Agreement.
30. COUNTERPARTS
30.1
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same