Insynque Solutions Africa > Terms and Conditions

Rev 06-03-2019

Maintenance Terminology

Maintenance Service Contract: These terms plus the quotation constitutes the sole and entire binding Maintenance Service Contract.

Commencement: The Maintenance Service commences when the client signup to use our service and by the first instance of use and is subject to payment terms as specified under Maintenance Service Contract details.

Charges: The charges as indicated on Service Quotation at the time of signing up for our services as displayed in the quote and or on the offer page on the our website or its affiliate web page.

Client: The Recipient of the Service as specified on the maintenance service contract agreement.

Supplier: The supplier of the service as specified on the maintenance contract agreement.

Parts: Those items, excluding peripherals outside a computer, which are necessary to enable the equipment to resume satisfactory operation to a level equivalent to or better than that prior to the service.

Code: Predefined text, symbols and otherwise that constitute executable programme that runs a software service.

Computer: A set of the system box, keyboard, mouse and monitor or a collective of the same, which is a laptop/tablet or any other with such capability.

Server: A computer, which acts as the main node of either a workgroup or domain network.

Domain: Definite online address given as a url

Website: A compilation of code, which acts as the main node of a domain as hosted online.

Control Panel: The management portal of the equipment, website and or software system where operation settings can be viewed, reviewed, edited, deleted, amended or otherwise as seen fit by the admins.

Intranet: Software system which can be included unto the website or be set up on its own that is meant for clients’ staff collaboration and management of their specific workflows

Modules: Those items including menus, sub-menus & their respective components within the website and or software system, which are necessary to enable the website and or software system to operate in a satisfactory to a level equivalent to or better than that prior to the service.

Domain Host: Online account server space and url manager of a domain.

Labour: That skilled and/or qualified and/or trained labour necessary to enable the service to be efficiently and effectively carried out.

UPS: Uninterrupted Power Supply unit.

Equipment: Those items as specified on the Service Schedule.

Technology: Computing system, software and or service.

Services:

The Supplier will provide the following:

o Document existing ICT setup & assets.

o Provide 1st level of user support (Helpdesk) for any hardware & operating system or other basic configuration-related issues.

o Proactive checks, scheduled maintenance & on call response.

o Configure devices (including Windows, MS Office, Antivirus for laptops/desktops, and Applications per user-profile and in future the same for any mobile devices for company work purposes).

o Advise on and source hardware & software

o Find best options for and from hardware suppliers

o Advice on software options for PCs and other, such as mobile devices

o Facilitate the procurement on behalf of the client

o Advisory on ICT investments, policies and other ICT needs as they arise.

Time allocation:

The estimated time allocations are included in the monthly retainer as per the engagement letter.

o 1 to 2 scheduled visits each week of pro-active hardware & software maintenance, user sensitization, etc. Approximately 8 hours per week.

o Approximately 2-3 hours per week of user support.

o Approximately 2-3 hours per week of strategic IT advisory from a senior Insynque staff.

Insynque will keep records of time spent. In the event that the client requires additional service beyond the monthly retainer allocation, Insynque will provide quotations for such for the clients approval.

Service Benefits

o Spares – guaranteed replacement of spare parts for Scheduled Products

o Code – guaranteed professional debugging and or enhancement of software service

o Labour – three scheduled visits per month and unlimited support.

Response Time – Dependent on severity of impact to the business:

o Critical issues (severe operational impact, where no viable work-around is possible) – within 1 hour

o Serious issues (medium-level operational impact, but where work-around is possible) – within 4 hours

o Non-critical issues (low operational impact and/or a viable workaround is possible) – within 24 hours, at the earliest opportunity available.

o This response time is for Nairobi any other location based out of the same will be advised but the lead time will be 2 to 4 hours for Nairobi and within 24 hours if it is elsewhere

o Environment upgrades – In the case the client upgrades its operating environment, such as the Operating System or the Database Versions the supplier shall incorporate any upgrades deemed necessary on the software for best operation of the system.

o Full Access to User File Upload and download facilities – Whenever there are new fixes for the software, the supplier shall be posting these onto an FTP site which the client will be able to access and download and overwrite the existing versions.

o Access to PreRelease and Test versions of new releases – The Supplier shall allow the client to access newer versions and components of our software systems for testing purposes and to try out new features. This access will, however, be restricted to only testing purposes and will not be used for commercial/official purposes.

o Product Support – The supplier’s team of professionals is available to assist the client from 8 am to 5 pm Monday to Friday and 9 am to 1 pm on Saturday on phone or email, except Kenyan public holidays. If phone or email is not sufficient to resolve the issue, we shall send a professional onsite.

o Software changes – Any changes that will affect the original structure and composition of the software as noted upon in the system analysis report will not be included in this AMC. However, should need for these arise, client and supplier will deliberate and agree on the scope and fees chargeable to affix the software component affected before proceeding. This costing of the charges will be based on the original cost of the module; comparing the level of the changes to be effected to the module as is. Any other relevant costs such as accommodation and transportation will be charged at the market rates and as quoted for covering the number of affected days. Changes, such are those of look and feel, validation, library updates (dlls) will be quoted for as and when the requests and scope are discussed and agreed upon.

o Software guarantees – If the client discovers a fault in the software and reports it to us, together with any further information such as error messages, circumstances and data being processed which we may request, as per the original specifications, we will promptly investigate and either advise the client of a means of successfully fixing the fault or will supply client with a revised version of the software.

Service Times

o The Supplier will provide the Service for the Technology or Equipment at the times and Dates as agreed upon in the Service Schedule.

o Email & Phone call Reminders of the Agreed Service Times

o There will be a formal notice if the agreed Service Times are to be changed due to unforeseen circumstances hindering this. If the client should not be able to permit the Service to proceed then this will have to be communicated if not then it will be considered an “Aborted Service” (see below)

Amendments to Service Time

o If either party needs to amend the Service Time as indicated in the service schedule then a minimum of 48 Hours notice must be provided. Failure by either party to comply with this will be considered to be Aborted Service (see below)

Client Responsibilities

It is the responsibility of the client to ensure the following:

o All security personnel are duly notified

o All computer or load users are duly notified

o All computer or load Technology or Equipment is powered down when necessary.

Waiting Time

o Waiting Time will be charged as part of this contract, which is provided for herein this Maintenance Service Contract.

o Waiting time is determined by the following allowance for each Preventative Maintenance visits:

UPS = maximum two hours inclusive of delays

Printer / Scanner etc = maximum two hours inclusive of delays

Client Computer = maximum three hours inclusive of delays

Server Computer = maximum four hours inclusive of delays

Domain/ Website/ Intranet = maximum four hours inclusive of delays

Aborted Service – Insufficient or No Notice

o Any Aborted Service will be charged in accordance with the charges as specified on the Maintenance Service Quotation, which is provided, as an appendix to this Maintenance Service Contract.

Mode of Notification

o All communications must be writing i.e. e-mail, fax, letter etc.

Equipment Removal

o Insynque with the consent of the client may remove from the client’s premises any complete item of Technology or Equipment or part thereof for the purpose of providing the Service.

Equipment Care & Operation

o The client will care for the Technology or Equipment provided by Insynque, will house it in suitable conditions and will follow such instructions and advice on operating the Technology or Equipment.

o If there is any input to or output from the Equipment or to any load without prior advice, then the client will be responsible for any loss or damage or reduction in performance that in Insynque’s reasonable opinion is attributable to such use and for the cost of any remedial action.

Supply, Installation & Commissioning of Parts

o No repairs or adjustments may be made except by the supplier or appointed dealer for equipment supplied by Insynque.

o Only certified code/parts as supplied by the Supplier are authorized for use within the Technology/Equipment.

o Code/Parts supplied from any alternative source are not authorized for use within the Technology/Equipment.

o If any code/parts are installed into technology/equipment without prior advice, then the client will be responsible for any loss or damage or reduction in performance that in the Supplier’s responsible opinion is attributable to this and for the cost of any remedial action.

Payment Terms

o Payment will be made in-advance in accordance with the payment terms as Specified on the Maintenance Service Quotation, which is provided, as an appendix to this Maintenance Service Contract.

Exemptions

o Neither party will be liable for the delay or failure in performing obligations if the delay or failure results from circumstances beyond the Maintenance Service contract including but not limited to force majeure, act of God, refusal of license, government act, fire, explosions, accident, industrial dispute, civil commotion, impossibility of obtaining materials.

o The Supplier will not be liable whatsoever for supplying the Service when payment has not been made.

Supplier’s Liability

o If the supplier fails to provide the maintenance work in accordance with the Maintenance Service Contract, for any loss of production, loss of profit or for any direct or indirect damage or consequential loss that may be suffered by the client to the maximum of the equivalent service charge paid for as calculated to the individual service hours missed be reimbursed .

Limitation of Supplier’s Liability

o So far as permitted by applicable law, the Supplier shall not be liable by reason of any breach of this Maintenance Service Contract or by any reason of his negligence, except as is expressly provided for

under this Maintenance Service Contract, for any loss of production, loss of profit or for any direct or indirect damage or consequential loss that may be suffered by the client.

o After termination of the Maintenance Service Contract the Supplier’s liability shall cease immediately.

Termination of The Maintenance Service Contract

o The Maintenance Service Contract may be terminated by either party giving the other party thirty (30) days notice in writing otherwise the Maintenance Service Contract shall by default, be non-expiring and shall automatically roll over from year to year.

Arbitration

o All disputes, differences or questions that may arise regarding the implementation of this agreement or the interpretation of the terms hereof, the same shall be referred to the decision of an arbitrator to be appointed in writing by the parties in difference or if they cannot agree upon a single arbitrator to the decision of the three arbitrators appointed one by each party and third by the two arbitrators so appointed. The dispute may be referred to the High Court if either party is not satisfied with the decision of the arbitrator.

o Unless otherwise agreed, any arbitration hereunder shall take place in and governed by the Laws of Kenya and conducted in accordance with the Arbitration Act of Kenya (Cap. 49) or any other law for the time being in force amending or replacing the same.

Applicable

o The Laws of Kenya shall govern this agreement.

Client Immunity

o Nothing in this Maintenance Service Contract shall imply a waiver by the Client of any Privilege or Immunity enjoyed by them or their acceptance of the jurisdiction of the courts of any courts of any County over disputes arising out of the said maintenance Service Contract.

Submitting a Support Request

All user requests during the maintenance phase will fill in a Support Request form (to be provided after signing of this contract). Once this is filled, they will be sent to Insynque Solutions any weekday between 8 am and 5 pm Kenyan time as a hard copy or via email support@in-synque.com. The Supplier guarantees a response within 24 hours or at the earliest opportunity available.

1. Payment Schedule

Modification of code and module functionality the scope shall be discussed, mapped and quoted for. Insynque Solutions will require official Purchase Order or equivalent before proceeding.

For ad-hoc support matters the following schedule will be used:

Unit prices per category of personnel for such additional professional services would be charged as follows:

1. Software Development Analyst/Programmer/Technician: KES5,500.00 per day exclusive VAT

2. Remote Software Support: KES3,000.00 per day exclusive VAT

For both categories:

3. Site daily allowance outside Nairobi: KES2,500.00 per day exclusive VAT

4. Travel cost as per means and quote for sites inside – outside Nairobi

5. Accommodation as per means and quote per day outside Nairobi but within Kenya

2. Insynque Terms of Service

Insynque Solutions Ltd provides technology solutions and its related services (“Service”) subject to your compliance with the terms and conditions (“Terms of Service”) set forth below. Please read the following carefully. Insynque Solutions reserves the right to update and modify the Terms of Service at any time with thirty days (30) notice. New features that may be added to the Service shall be subject to the Terms of Service. Should you continue to use the Service after any such modifications have been made, this shall constitute your agreement to such modifications. You may always view the most recent copy of the Terms of Service on our website. Violation of any part of the Terms of Service will result in termination of your account.

Email Disclaimer

The e-mail you have received and any attachments from ourselves contains information that is confidential, legally privileged and protected by law and is intended for the sole use of the named recipient(s). Any unauthorized review, use, or disclosure or distribution is prohibited. Any liability (in negligence or otherwise) arising from any third party acting, or refraining from acting on any information contained in this email is hereby excluded. If you are not the intended recipient, please delete the contents and notify the sender immediately; do not disclose the contents to any other person, use it for any purpose or store or copy the information in any medium. Whilst our e-mails are checked for viruses, we cannot guarantee that this message or any attachment is virus free, does not contain malicious code or is incompatible with your electronic system and the Firm does not accept liability in respect of viruses, malicious code or any related problems that you might experience. For further information about us, please contact us at the address indicated in the email.

Account Terms

1. You must be legal entity or a person 18 years or older to use this Service.

2. You must provide your full legal name, a valid email address, and any other required information to complete the sign-up process.

3. You are responsible for maintaining the privacy and security of your account. Insynque Solutions will not be held liable for any damage or loss that may result from your failure to protect your login information, including your password.

4. One legal entity or person may not maintain more than one free account.

Payment and Access

1. A valid cheque/credit card or accredited mobile /reliable money transfer signed up service is required for paying accounts. A credit card is not required to create or use a free account.

2. We will charge you a standard monthly or yearly fee based on your account type. The Service is billed in advance for each period or year, and is non-refundable. There will be no refunds or credits for partial months of service, or refunds made should you not use the Service during a period of time when your account is open. No exceptions will be made.

3. Should you upgrade your account type, your credit card will be charged your new billing rate immediately less the balance from the earlier account grade. Your credit card will then be charged your new billing rate every year thereafter unless you cancel your account.

4. For clients outside Kenya, all fees are exclusive of all taxes or duties imposed by governing authorities. You alone are responsible for payment of all such taxes or duties.

Modifications to the Service and Fees

1. Insynque Solutions reserves the right to modify, suspend, or discontinue the Service at any time for any reason with thirty (30) days’ notice.

2. Insynque Solutions reserves the right to change our monthly or yearly fees upon thirty (30) days’ notice from us. Fee change notices may be posted to the Service website or on the Insynque website: http://www.in-synque.com

Cancellation and Termination

1. You may cancel your account by writing an email to support_at_in-synque_dot_com as a thirty (30) days’ notice.

2. Your account and all of its Content will be deleted immediately upon your cancellation of the Service after the lapse of the thirty(30) days’ notice.

3. You can cancel at any time, but you will remain liable for all charges accrued up to that time, including full monthly charges for the month which you discontinued the service. You will not be charged again.

4. Insynque Solutions reserves the right to modify, suspend, or terminate your account at any time for any reason with thirty (30) days’ notice or refund. We also reserve the right to delete all Content associated with your account. Insynque Solutions may refuse service to anyone for any reason at any time.

Copyright and Ownership

6. Insynque Solutions or its suppliers own the intellectual property rights to any and all protectable components of the Service, including but not limited to the name of the Service, artwork and end-user interface elements contained within the Service, many of the individual features, and the related documentation. You may not copy, modify, adapt, reproduce, distribute, reverse engineer, decompile, or dissemble any aspect of the Service which Insynque Solutions or its suppliers own.

7. Insynque Solutions claims no intellectual property rights over the Content you upload or provide to the Service. However, by using the Service to send Content, you agree that others may view and share your Content.

General Conditions

1. Your use of the Service, including any content, information or functionality contained within it, is provided “as is” and “as available” with no representations or warranties of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. You assume total responsibility and risk for your use of this Service.

2. You agree not to resell, duplicate, reproduce or exploit any part of the Service without the express written permission of Insynque Solutions.

3. You may not use the service to store, host, or send unsolicited email (spam) or SMS messages.

4. You understand that the Service can be used for transmission of your Content, and that during processing, your Content, including invoices, payment reminders, and personal messages, may be transferred unencrypted over the internet.

5. You may not use the service to transmit any viruses, worms, or malicious content.

6. Insynque Solutions makes no warranties regarding (i) your ability to use the Service, (ii) your satisfaction with the Service, (iii) that the Service will be available at all times, uninterrupted, and error-free (iv), the accuracy of mathematical calculations performed by the Service, and (v) that bugs or errors in the Service will be corrected.

7. Insynque Solutions, its affiliates and its sponsors are neither responsible nor liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages arising out of or relating in any way to your use of the Service. Your sole remedy for dissatisfaction with the Service is to stop using the Service.

8. If any provision of the Terms of Service is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.

9. The failure of Insynque Solutions to exercise any right provided for herein shall not be deemed a waiver of any right hereunder. The Terms of Service sets forth the entire understanding between you and Insynque Solutions as to the Service and supersedes any prior agreements between you and Insynque Solutions (including, but not limited to, prior versions of the Terms of Service).

10. Any questions regarding the Terms of Service should be addressed to support_at_in-synque_dot_com.