This is a legal agreement between You (“You/Your/Yours”) and Derrickson systems Ltd (K) trading as Dutycalc.co.ke (“We/Us/Our”) (“Agreement”).
The information, products, technology or processes on Dutycalc web site are provided on the basis that all persons accessing the site undertake responsibility for assessing the relevance and accuracy of its content, usage and result. The use of or reliance on the information, products, technology or processes are subject to other terms and conditions to be found on this web site.
1.1 “Content” means all documents, files, electronic media, currency data, visual, written or audible data, information or material including, without limitation: any hyperlink, application, graphic, artwork, video, music, text, image, logo, word, sound avatar, document, spreadsheet, text message, form entry, web page, and any other file or data or any similar material, including but not limited to each of the foregoing that is uploaded to, transferred through, , processed or entered into the Services.
1.2 “Intellectual Property Rights” means all right, title, and interest in and to any copyright, database, design, logo, trademark, service mark, patent, invention, trade secret, domain name, confidential and proprietary information, know-how, technology, business name, trade name, trade dress, technical solutions, associated right to sue (past, present, and future), and any other intellectual property rights whether existing at common law, applied for, registered or unregistered and all extensions, renewals, continuations, continuations in part, divisionals, reissues, reexaminations, and revivals thereof and existing anywhere in the world.
1.3 “Dutycalc.co.ke user” means a party that has completed the user registration form and created a user account with Derrickson Systems Ltd.
1.4 “Dutycalc.co.ke Services” means the web services, associated software, and other services related thereto provided to You by Derrickson Systems Ltd in accordance with this Agreement and with the characteristics and features as described at www.Dutycalc.co.ke . from time to time.
1.5 “Dutycalc.co.ke Website” means Website at http://www.Dutycalc.co.ke
1.6 “The Parties” means You and Derrickson Systems Ltd collectively.
1.7 “You” means You and any other party You authorized to use the Dutycalc.co.ke Services or Website on Your behalf.
This calculator shall only be used for reference purposes.
As set forth above, by ” completing the user registration form and creating a user account, executing and returning to Us a written copy of this Agreement, or by installing, copying or otherwise using the Dutycalc.co.ke Services or Website, You agree to be bound by this Agreement. If You do not agree to be bound by any term or condition contained in this Agreement, You shall not install, copy, or otherwise use the Dutycalc.co.ke Services or Website. If You do not agree to all of the terms of this Agreement, You are not authorized to use the Dutycalc.co.ke Services or Website, and therefore, Your use will constitute an infringement of Our Intellectual Property Rights. We reserve the right to take legal action against you for such infringement.
3.1 Subject to the terms of this Agreement, We hereby grant to You a non-transferable, nonexclusive, non-sublicensable limited term right and license to access and use the Dutycalc.co.ke Services and Website solely for the purpose of calculating Duty and VAT rates for personal imports.
3.2 Except for the rights specifically granted under Clause 3.1of this Agreement, You are not given any right, title or interest in or to the Dutycalc.co.ke Services or Website, and We expressly reserve all such rights, title and interests.
3.3 The license granted to You by Us under Clause 3.1 above depends upon Your compliance with the terms of this Agreement and such other rules as, we shall impose from time to time upon use of the Dutycalc.co.ke Services and Website.
3.4 The Dutycalc.co.ke Services and Website provided by Us to You and any copies thereof made by You are and shall remain Our exclusive property.
3.5 You agree that You shall not do any of the following acts: (a) Distribute, sell, supply, modify, alter, adapt, translate, amend, incorporate, merge, or otherwise alter the Dutycalc.co.ke ‘s Services, Website and all Content provided to You by Us as part of the Dutycalc.co.ke Services or Website; (b) Attempt to decompile, reverse engineer or otherwise disassemble any Content provided to You as part of the Dutycalc.co.ke Services or Website; Attempt to copy or decrypt any Content provided to You as part of the Dutycalc.co.ke Services or Website, including but not limited to software, software source code, or any part of software that is provided to You in an encrypted form; (d) Create any derivative works of any Content provided by Us to You, including but not limited to, the translation or localization of any software or break down of any software, which is a licensed to You as a single product, into its component parts; (e) Redistribute, encumber, sell, rent, lease, transfer or otherwise use any Content provided by Us to You, including but not limited to software, provided by Us to You in a timeshare or service bureau relationship; or (f) Remove, alter, or destroy from Content provided by Us to You any logo, copyright or proprietary notices, legends, symbols, labels, watermarks, signatures or any other like marks affixed to or embedded in such Content.
3.6 Any breach of Clause 3.5 entitles Us to immediately terminate this Agreement, without prejudice to any other rights or remedies We may have against You.
4.1 We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Dutycalc.co.ke Services or Website (or any part thereof), including but not limited to modifications to the design, operational method, technical specifications, systems, and other functions. You agree that We shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Dutycalc.co.ke Services or Website.
4.2 The Dutycalc.co.ke Services are normally available over the Internet around the clock. We shall be entitled to take measures that affect the aforementioned accessibility when We deem such to be necessary for technical, maintenance, operational, or security reasons. You are hereby aware and acknowledge that Your access to the Internet cannot be guaranteed and that We shall not be liable for deficiencies in Your own Internet connections or equipment.
4.3 We shall be entitled to retain subcontractors for the performance of obligations in accordance with this Agreement.
4.4 In the event You create a user account using an email address belonging to a third party, such user account shall be from time to time or may later become subject to additional terms and conditions. You are aware of and acknowledge that such third party could impose access restrictions on Your access to the Dutycalc.co.ke Services. We will not be liable to You for such lack or curtailment of access.
4.5 The Dutycalc.co.ke Services or Website may contain links to third party websites that are not owned or controlled by Us. These links are provided solely for Your convenience. We have no control over any linked third party sites, are not responsible for the content of such sites, and make no representations or warranties with respect to such sites. If You click through to a third party’s site, You do so at Your own risk. You acknowledge and agree that under no circumstances will We be liable in any way for any third party Content posted, displayed, linked to or otherwise transmitted via Dutycalc.co.ke Services or Website.
4.6 You acknowledge and agree that each time You use or access the Dutycalc.co.ke Services or Website or any part thereof, You are deemed to re-affirm Your acceptance of the then current version of this Agreement.
5.1 You shall comply with the security and administrative regulations as notified in conjunction with registration, by email or in any other manner from time to time made available on the Dutycalc.co.ke Website.
5.2 By using the Dutycalc.co.ke Services or Website, You represent that You are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the Republic Of Kenya legal system, or other applicable jurisdiction.
5.3 You agree to (a) provide true, accurate, current and complete information about Yourself as prompted by the registration process, including Your identity and a correct and legitimate email address (the “Registration Data”); (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete; maintain the security of your password and identification; and (d) consent and authorize Derrickson Systems Ltd to verify your Registration Data. If You provide any information that is untrue, inaccurate, not current or incomplete, or We have a reasonable belief that such information is untrue, inaccurate, not current, or incomplete, We have the right to suspend or terminate Your account and refuse any and all current or future use of the Dutycalc.co.ke Services or Website (or any portion thereof). Registration Data and certain other information about You is subject to Our Privacy Policy. For more information, see Our full privacy policy.
5.4 You acknowledge, consent, and agree that We shall access, preserve and disclose Your account information and Content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to: (a) respond to Your requests for customer service; (b) comply with legal process; (c ) enforce this Agreement; (d) respond to claims that Content violates the rights of third parties; or (e) protect the rights, property, or personal safety of Us, other Dutycalc.co.ke users, or the public.
5.5 You are responsible for maintaining the confidentiality of Your password and Registration Data. You agree to notify Us immediately of any unauthorized use of Your account, password, or any other breach of security. You shall be held liable for losses incurred by Us or any other user of the Dutycalc.co.ke Services or Website due to someone else using Your Registration Data. You shall not use anyone else’s password or account at any time.
5.6 You shall be responsible for the activities conducted through use of the Dutycalc.co.ke Services and Website and shall ensure compliance with national laws in conjunction therewith. All Content uploaded to, transferred through, publicly posted, processed or entered into the Dutycalc.co.ke Services by You shall be Your sole responsibility.
5.7 You agree not to: (a) Use or launch any automated system, including without limitation, “robots”, “spiders” or “offline readers” that accesses the Dutycalc.co.ke Services or Website in a manner that sends more request messages to Our servers in a given period of time than a single human can reasonably produce in the same period by using a conventional online web browser; (b) Collect or harvest any personally identifiable information, including names, from the Dutycalc.co.ke Services or Website; Use any information provided in the Dutycalc.co.ke Services or Website for the sending of spam, bulk email messages, bulk instant messages, MP3 files, music files, video files or executable program files, any bulky files, or any other file that has a disproportionate number of hits for the number of pages or network transfers; (d) Use any part of the Dutycalc.co.ke Services or Website to upload, post, email, or transmit viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other software, files or programs that may interrupt, damage, destroy or limit the functionality of any computer software or hardware or network equipment; (e) Use any part of the Dutycalc.co.ke Services or Website to pretend to be Derrickson Systems Ltd or someone else or otherwise misrepresent your identity or affiliation or attempt to disguise the origin of any Content; (f) Use the Dutycalc.co.ke Services, Website or any part thereof to violate or infringe anyone’s Intellectual Property Rights; (g) attempt to harass any partie associated with the Dutycalc.co.ke ; (h) Interfere with or disrupt the Dutycalc.co.ke Website, servers, or networks connected to the Website, or disobey any requirements, procedures, policies, or regulations of networks connected to the Website; (i) Upload, email, transmit, or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, inflammatory, hateful, or racially, ethnically, or otherwise objectionable or harmful to minors; (j) Attempt to gain unauthorized access to the Dutycalc.co.ke Services or Website or any portion or feature of thereof, or any other systems or networks connected to the Dutycalc.co.ke Website or to any of Our servers; (k) Probe, scan, or test the vulnerability of the Dutycalc.co.ke Website or any network connected to the Dutycalc.co.ke Website, nor breach the security or authentication measures on the Dutycalc.co.ke Website or any network connected to the Dutycalc.co.ke Website; (l) Take any action that imposes an unreasonable load on the Dutycalc.co.ke Services or Website or on Our infrastructure or networks or any networks connected to the Dutycalc.co.ke Website; (m) Use the Dutycalc.co.ke Services or Website in order to obtain material which per se or if sent to another party might injure the reputation of a third party, or in any manner which may result in the infringement of any third party’s Intellectual Property Rights, or which constitutes a dissemination of business secret, or may incite a third party to commit or participate in a crime, or may be understood as constituting a threat, or to use the Services in any other manner incompatible with the purpose thereof; (n) Register, operate or otherwise control more than one Dutycalc.co.ke user account in order to process the Content/use the Dutycalc.co.ke Services.
5.8 You are aware and hereby acknowledges that You are not permitted to use the Dutycalc.co.ke Services or Website in order to gain material in violation of law or material which in any manner contravenes generally accepted practices.
5.9 Any breach of the obligations set forth in Section 5 entitles Us to immediately terminate this Agreement, without prejudice to any other rights or remedies We may have against You.
You agree to indemnify and hold Derrickson Systems Ltd and our subsidiaries, affiliates, officers, agents, and employee, and harmless from any losses, expenses, costs or damages (including reasonable legal fees, expert fees, and other costs of litigation) suffered or incurred by Derrickson Systems Ltd arising directly or indirectly from, as a result of, or in any manner related to any claim, demand, or action based upon Content You submit, transmit, or otherwise make available through Your use of the Dutycalc.co.ke Services or Website, Your violation of this Agreement, or Your violation of any rights of another.
7.1 You are obligated to notify Us in writing regarding any actual or perceived breach of this Agreement.
7.2 In the event that You notify Us in accordance with Clause 7.1 above, You shall co-operate fully with Us by providing Us with all information that is reasonably requested by Us from You.
8.1 We shall hold title to all Intellectual Property Rights or, in the alternative, shall possess a sole right to use the same. Such Intellectual Property Rights shall only be used by You in the manner stated in this Agreement. Under no circumstances shall You or a third party acquire any Intellectual Property Rights to the Dutycalc.co.ke Services or Website. Note that access to the Dutycalc.co.ke Services and Website is licensed and not sold on the terms set out in this Agreement.
9.1 You are responsible for any and all activity made by You or anyone You allow to use the Dutycalc.co.ke Services or Website including Your colleagues, friends and members of Your family. Any material You or anyone else accesses or obtains using the Dutycalc.co.ke Services or Website is entirely at Your risk.
9.2. While WWW.DUTYCALC.CO.KE OR Derrickson Systems Ltd makes every attempt to ensure the accuracy and reliability of the information, products, technology or processes contained in this web site, the information, products, technology or processes should not be relied upon or used as a substitute for formal advice from the KENYA REVENUE AUTHORITY or other Government departments.
9.3 You are responsible for ensuring that Your Internet connections, computer unit and telephone service are compatible with the Dutycalc.co.ke Services and Website and for any damage that may be caused to such items by anything You access or obtain using them. We shall not be liable for any losses suffered by You as a result of any such incompatibility or damage. You are responsible for paying any and all charges in relation to Your internet connection, computer unit and telephone service.
9.4 You are responsible for ensuring that all information you declare is accurate and truthful
9.5 We are under no obligation to provide You with any technical support under this Agreement and We provide You with no assurance that any specific errors, problems, discrepancies or other matters raised by You will be corrected.
9.6 There may be certain components in the calculator which may be the subject of other intellectual property rights reserved by the WWW.DUTYCALC.CO.KE OR Derrickson Systems Ltd or other third parties. No license is granted in respect of these intellectual property rights.
9.7 The WWW.DUTYCALC.CO.KE OR Derrickson Systems Ltd, its employees and agents will not be responsible for any direct or indirect loss, howsoever caused or arising from the use of, or reliance on the information, products, technology or processes. No responsibility whatsoever is taken for any information, products, technology, processes or services which may appear on any linked web sites in the Internet.
9.8 We neither endorse nor are We responsible for the accuracy, reliability or veracity of any opinion, advice, or statement including but not limited to the pricing or other information of products or other services offered for sale or otherwise marketed via the Dutycalc.co.ke Service. We shall not be liable for any loss suffered by You in reliance on any statement, opinion or advice in the Dutycalc.co.ke Service or Website and it is entirely incumbent on You to verify the accuracy of such opinion, advice or statement offered or other Content through the Dutycalc.co.ke Service or Website prior to Your reliance upon it. Wherever possible You ought to obtain the advice of a recognized professional in the relevant field in which the opinion, advice or statement is offered. In this regard, You shall indemnify Us and Our employees and hold Us and Our employees harmless from any and all claims, expenses, legal fees and all other costs and disbursements incurred by You as a result of Your using the Dutycalc.co.ke Services or Website .
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE DUTYCALC.CO.KE SERVICES AND WEBSITE IS AT YOUR SOLE RISK. THE DUTYCALC.CO.KE SERVICES AND WEBSITE ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” AND COULD CONTAIN DEFECTS, FAULTS, MISTAKES, AND OTHER DEFICIENCIES. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WE MAKE NO WARRANTY THAT (i) ACCESS TO OUR SERVICES OR WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE, OR WILL OPERATE AT ANY PARTICULAR SPEED OR FREQUENCY; (ii) OUR SERVICES WILL MEET YOUR REQUIREMENTS; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES OR WEBSITE WILL BE ACCURATE OR RELIABLE. THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE DUTYCALC.CO.KE SERVICES OR WEBSITE IS AUTHORIZED HEREUNDER EXCEPT PURSUANT TO THESE DISCLAIMERS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM THE USE OR THE INABILITY TO USE THE DUTYCALC.CO.KE SERVICES OR WEBSITE.
THE FOREGOING LIMITATION SHALL NOT APPLY IN ANY WAY TO OUR LIABILITY FOR DAMAGES ARISING FROM A THIRD PARTY CLAIM FOR GROSS FRAUD OR PERSONAL INJURY (INCLUDING DEATH) TO THE EXTENT SUCH INJURY IS CAUSED IN WHOLE OR IN PART BY OUR NEGLIGENCE.
The provisions of this Agreement are necessary for the protection of the business and goodwill of the Parties and are considered by the Parties to be reasonable for such purpose. You agree that any breach of this Agreement may cause Us substantial and irreparable damages and, therefore, in the event of any such breach, in addition to other remedies which may be available, We shall have the right to seek specific performance and other injunctive and equitable relief. In the event that You use the Dutycalc.co.ke Services or Website for commercial purposes in breach of this Agreement You agree that We shall be entitled to any proceeds You have obtained from such activity, without prejudice to other rights or remedies We may have against You.
12.1 This Agreement takes effect on the date You first access or use the Dutycalc.co.ke Services or Website and will continue until Your account expires, ceases, or is terminated as expressly provided in this Section 11 or elsewhere in this Agreement.
12.2 We may terminate this Agreement in the event that You materially breach your obligations hereunder and fail to cure such breach after we have sent You written notice and a thirty (30) day cure period has passed. This is without prejudice to Our right to terminate this Agreement immediately where this is expressly provided elsewhere in this Agreement
12.3 You may terminate this Agreement upon giving notice to Us in writing that You no longer wish to use the Dutycalc.co.ke Services or Website
12.4 Immediately upon termination of this Agreement, Your rights herein will cease and You shall cease all use of the Dutycalc.co.ke Services and Website and all Content provided by Us to You, and destroy all of Our Content relating to the Dutycalc.co.ke Services or Website provided by Us to You by erasing it from the magnetic media on which they are stored and certify in writing to Us that it has been destroyed.
12.5 Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party. Rights and obligations under this Agreement which by their nature should survive will remain in full effect after termination or expiration of this Agreement.
Neither this Agreement nor any rights, licenses or obligations under it, may be assigned by You. Any attempt by You to assign, transfer or delegate this Agreement shall be null and void. We shall assign this Agreement or any rights, licenses or obligations under it in Our sole discretion.
This Agreement supersedes all prior or contemporaneous agreements, arrangements and undertakings, whether oral or written, between the Parties and constitutes the entire agreement between the Parties relating to its subject matter. Notwithstanding the foregoing, the obligations of the Parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict between the same. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.
15.1 Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance which result from circumstances beyond the reasonable control of that Party. If such circumstances continue for a continuous period of more than 2 weeks, either Party may terminate the Agreement by written notice to the other Party.
15.2 Any costs arising from such delay shall be borne by the Party incurring the same.
Any notice to be given under this Agreement shall be via the email address You give to Us upon such other working email address for You as You may notify to Us. Any notice given by You to Us shall be to info@Dutycalc.co.ke or such other email address of which We notify You from time to time.
If any part of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality and enforceability of thee remaining provisions shall not be affected or impaired thereby and shall be enforced to the maximum extent permitted by applicable law. If any remedy set forth in this Agreement is determined to have failed of its essential purpose, then all other provisions of this Agreement, including the limitations of liability and exclusion of damages, shall remain in full force and effect.
No delay, neglect or forbearance on Our part in enforcing against You any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of Us under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for Us is exclusive of any other right, power or remedy available to Us.
This agreement shall not confer any rights on third parties.
This Agreement and all matters arising from shall be governed by the laws of the Republic of Kenya.