§ 1 GENERAL
1.1 | All deliveries and services of All In One Software (EA) Ltd relating to the conclusion of contracts are based on the following general terms and conditions. They are realized by the customer when the order is placed or when the contract is signed, but at the latest when the first delivery / service is accepted, and they are valid for the entire duration of the business relationship.
1.2 | Any other conditions of the customer are ineffective, even if we do not expressly contradict them; they only apply if they are realized by us in writing or in text form in individual cases.
1.3 | These terms and conditions also apply to future contracts with the customer. However, we reserve the right to change the terms and conditions at any time.
1.4 | These terms and conditions only apply to entrepreneurs within our Jurisdiction.
1.5 | The contractual partner of All In One Software (EA) Ltd is hereinafter also referred to as the buyer or purchaser, and All In One Software (EA) Ltd is also referred to as the seller.
§ 2 SCOPE OF THE OBLIGATION TO DELIVER.
2.1 | Our offers are non-binding, even if they are submitted at the request of the customer. A legally binding contractual relationship with the customer only exists when the customer has confirmed the order, which is either, for example, by e-mail (text form) ,Phone call or Verbally,can happen, provided that the authorship is established. For scope, the type and time of delivery or service provision is ours Order confirmation is decisive.
2.2 | We reserve the right to make changes to hardware and software. The details and information published online are updated continuously and automatically. Specifications described on the website can therefore differ from those in quotations. The technical details and specifications are contractually agreed.
The representations contained on our website are neither an indication of the quality nor a declaration of guarantee.
§ 3 DELIVERY AND PERFORMANCE TIME, FORCE TERMINATION.
3.1 | Unless otherwise agreed, the software is delivered in the version current at the time of delivery.
3.2 | The seller,effects the delivery by either providing the buyer with a program copy of the software on a machine-readable data carrier or by making the software available on a network and informing the customer thereof. The application documentation is also left to the buyer depending on the variant.
3.3 | For the adherence to delivery dates and the transfer of risk, the point in time at which the seller hands over the software and application documentation to the transporter is decisive in the case of physical dispatch, otherwise the point in time at which the software is made available on the network and this is communicated to the customer. If the software or the application documentation is damaged or destroyed after the risk has taken, the seller will provide a replacement against reimbursement of the copy and shipping costs. Sentences 1 and 2 apply accordingly to deliveries within the scope of subsequent performance.
3.4 | As long as the seller is waiting for the buyer’s cooperation or information or is hindered by strikes or lockouts in third-party companies or in the seller’s company (in the latter case only if the labor dispute is lawful), official intervention, legal prohibitions or other circumstances through no fault of their own is („force termination“), delivery and service deadlines are considered to be extended by the duration of the hindrance and an appropriate start-up time after the end of the hindrance („downtime“) and there is no breach of duty for the duration of the downtime. The seller shall notify the buyer of such hindrances and their likely duration immediately. If the force termination lasts longer than three months, both parties have an immediate right to withdraw from the contract.
§ 4 DELIVERY AND PERFORMANCE TIME, FORCE TERMINATION.
4.1 | All prices are exclusive of the legally owed sales tax. Prices are always given in Kenya Shillings. Any packaging and shipping costs will incur an extra cost. For VAT-exempt deliveries to EU member states or the reverse charge procedure, the VAT identification number or Pin is required.
4.2 | Work or services to be provided by us will be billed according to the time line, unless a flat-rate price has been expressly agreed. Billing takes place after the service has been completed. At our request, the customer must make an appropriate advance payment.
4.3 | The terms of payment stated in our order confirmation must apply.
§ 5 INSTALLATION, TRAINING, MAINTENANCE
5.1 | For the installation of the software, the seller refers to the installation guide manual described in the application documentation, in particular to the hardware and software environment that the buyer must have (system requirements). At the request of the buyer or for certain products (see website), the seller takes over the installation of the software on the basis of the concluded contract. In this case, the buyer agrees an appointment with the seller for the installation and grants the seller the necessary access (remote access) to his system, Note:we don’t set up the server unless if we bought the server for the customer.
5.2 | The seller provides instruction, training and handing over according to a separate agreement on the basis of the currently valid price lists.
5.3 | In addition to that, a separate maintenance contract fee will afterward be concluded for the software purchased which is effected after two months of free support.
§ 6 DEFECTS OF MATERIAL AND LEGAL DEFECTS, OTHER PERFORMANCE DISRUPTIONS, LIMITATION OF WARRANTY AND LIABILITY
6.1 | In accordance with the rules and Laws of sales, the seller warrants the agreed quality of the contractual items in accordance with Section 1 Clause 2.1 and that the purchaser’s use of the contractual items within the scope of the contract does not conflict with any third-party rights.
6.2 | Claims by the customer due to the expenses required for the purpose of supplementary performance, in particular transport, travel, labour and material costs, are excluded if the expenses increased because the goods were delivered by us have subsequently been moved to a location other than the customer’s branch unless the shipment corresponds to its intended use.
6.3 | In the event of devices or material defects, the seller initially provides a guarantee through supplementary performance. For this purpose, he gives the buyer a new, defect-free software version or removes the defect; The remedy of defects is also considered to be the case if the seller shows the buyer reasonable options to avoid the effects of the defect. The seller is entitled to make supplementary performance dependent on the buyer having paid at least a reasonable part of the remuneration.
6.4 | If the seller delivers a defect-free item for the purpose of supplementary performance, he can demand the return of the defective item from the buyer in accordance with Laws governing the contract.
6.5 | The buyer is obliged to adopt a new software version if the contractual scope of functions is retained. The rights of the buyer according to the Laws governed by the contract remain unaffected.
6.6 | If the supplementary performance fails, the buyer is entitled to set a reasonable grace period to remedy the defect. He must expressly point out in writing that he reserves the right to withdraw from the contract and / or to demand compensation if the contract fails again. If the subsequent improvement also fails in the grace period, the buyer can withdraw from the contract or reduce the remuneration if there is not a minor defect. Compensation for damages or reimbursement of wasted expenses due to a defect shall be made by the seller after the expiry of a period set in accordance with sentence 1, demand that the buyer exercise his rights resulting from the expiry of the period within two weeks of receipt of the request. After the deadline, the right to choose is transferred to the seller.
6.7 | If the seller provides services for troubleshooting or removing without being obliged to do so, he can demand remuneration for this in accordance with his usual rates. This applies in particular if a defect cannot be proven or cannot be attributed to the seller. The additional expense on the part of the seller, which arises from the fact that the buyer has not properly fulfilled his obligations according to § 7, must also be remunerated.
6.8 | For other breaches of duty by the seller, the buyer Only derive rights if he has given the seller a written complaint and granted him a grace period to remedy the situation. This does not apply if, depending on the type of breach of duty, a remedy is not possible. The limits set out in § 10 apply to compensation for damages or reimbursement of wasted expenses.
6.9 | The limitation period for all warranty claims is one year and begins with the delivery or provision (and notification of the buyer thereof) of the contractual items; the same period applies to other claims of any kind against the seller.
In the case of intent or gross negligence on the part of the seller, in the case of fraudulent concealment of the defect, in the case of personal injury or legal defects in the sense governing laws, the statutory limitation periods apply, as well as for claims under the Product Liability Act. 6.10 | For an integrated camera that takes pictures when a person is booked, the seller does not guarantee the display of the pictures in the time attendance software, as the transmission is highly dependent on the nature of the network. The fingerprint terminals cannot guarantee recognition of heavily stressed or dirty hands.
§ 7 BUYER’S OBLIGATIONS TO COOPERATE AND INFORMATION
7.1 | The buyer has informed himself about the essential functional features of the software and bears the risk of whether it corresponds to his wishes and needs; Before concluding the contract, he obtained advice from the seller’s employees or from a competent third party on questions of doubt.
7.2 | The establishment and functionality of a hardware and software environment for the contractual objects is the sole responsibility of the buyer, also taking into account the additional load caused by the contractual objects.
7.3 | The buyer tests the software thoroughly before using it to ensure that it is free from defects and that it can be used in the existing hardware and software configuration. This also applies to software that he receives as part of the warranty and maintenance.
7.4 | The buyer observes the instructions given by the seller for the installation and operation of the software; he will inform himself about current information at regular intervals on the websites accessible through the Internet and take these into account during operation. www.aio-eastafrica.com accessible websites about current information and take them into account during operation.
7.5 | Insofar as the seller has further performance obligations beyond the provision of the contractual items, the buyer cooperates in this to the required extent free of charge, e.g. Provides employees, work rooms, hardware and software, data and telecommunication facilities.
7.6 | The buyer grants the seller access to the contractual items for troubleshooting and removing without being obliged to do so, either directly and / or transmission of data remotely, at the buyer’s option. The seller is entitled to check whether the objects of the contract are used in accordance with the provisions of this contract. For this purpose, he may request information from the buyer, in particular about the period and scope of use of the contractual objects, and inspect the buyer’s books and writings, as well as the hardware and software. For this purpose, the seller is to be granted access to the buyer’s business premises during normal working hours.
7.7 | The buyer takes reasonable precautions in the event that the software does not work properly in whole or in part (e.g. through daily data backup, fault diagnosis, regular checking of the data processing results).
7.8 | Unless the buyer expressly points this out in advance, the seller may assume that all data of the buyer with which he may come into contact is backed up.
7.9 | The buyer bears disadvantages and additional costs from a breach of these obligations.
§ 8 DUTY OF EXAMINATION AND REPRESENTATION
8.1 | With regard to all deliveries and services of the seller in the execution of this contract, the buyer assumes an inspection and notification obligation in accordance with the laws.
§ 9 SCOPE OF USE
9.1 | The seller grants the buyer a simple, unrestricted right to use the contractual items for single and multi-user action.
9.2 | Duplications of the software are only permitted as much as this is necessary for use in accordance with the contract. The buyer may make backup copies of the software in accordance with the rules of technology to the extent necessary. Backup copies on movable data carriers must be marked as such and provided with the copyright notice of the original data carrier.
9.3 | The buyer is only authorized to make changes, extensions, and other modifications of the software within the meaning of stipulated laws governing software services to the extent that the law allows such inevitable. Before the buyer corrects errors himself or through a third party, he first allows the seller an attempt to correct the error. The buyer is not entitled to his own rights of use or exploitation of such processing – beyond the rights of use granted under this contract. However, the seller can – against reasonable remuneration – demand the granting of an exclusive or non-exclusive, spatially and temporally unlimited right of use with the right of sublicensing.
9.4 | The buyer is only entitled to decompile the software within the limits granted him and only if the seller has not provided the necessary data and / or information to establish interoperability with other hardware and software after a written request within a reasonable period of time .
9.5 | If the seller leaves the purchaser with additions (e.g. patches, additions to the user manual) or a new edition of the contractual item (e.g. update, upgrade) that replaces previously transferred contractual items („old software“), these are subject to the provisions of this agreement.
9.6 | If the seller makes a new edition of the subject of the contract available, the buyer’s powers in relation to the old software under this contract expire or regarded as Null and Void, even without the seller’s express request for return, as soon as the buyer uses the new software productively. However, the seller grants the buyer a three-month transition phase in which both versions of the contractual items may be used side by side.
9.7 | Duplication or revision of the application documentation is not permitted.
§ 10 WARRANTY AND LIABILITY
10.1 | In all cases of contractual and non-contractual liability, the seller pays damages and reimbursement of wasted expenses only in accordance with the following limits:
a) in the event of intent in full, as well as in the absence of a quality for which the seller has assumed a guarantee;
b) in the case of gross negligence, only in the amount of the foreseeable damage that should be prevented by the breached duty;
c) in other cases: only in the event of a breach of an essential contractual obligation, if this endangers the purpose of the contract, but always only in the amount of the foreseeable damage;
10.2 | The limitations of liability in accordance with Section 10.1 do not apply to liability for personal injury or to liability under the Product Liability Act.
10.3 | The seller has the right to object the contributory negligence (e.g. from § 7).
10.4 | For the limitation period, Section 6, Section 6.7 applies accordingly, with the provision that the statutory limitation period applies to claims according to Section 1a) and (b) as well as Section 2. The limitation period according to. Sentence 1 begins at the point in time specified in accordance to the laws . It occurs no later than the expiry of the maximum periods specified in Section specified.
10.5 | With our fingerprint terminals we cannot guarantee recognition of some people or of heavily used working hands.
10.6 | All In One Software (EA) Ltd has to eliminate software bugs that occur within 3 months after delivery of the software. The only software error is the deviation of the software from the software description. We receive all necessary documents and information from the customer for the elimination of software bugs.
§ 11 OTHER CONDITIONS
11.1 | The sole place of jurisdiction for all disputes arising from and in connection with this contract is the seller’s place of business. If the seller takes legal action, he is also entitled to choose the place of jurisdiction at the buyer’s registered office. The right of both parties to seek temporary legal protection from the courts responsible under the statutory provisions remains unaffected.
11.2 | Kenyan law applies exclusively to all legal relationships between us and the customer, excluding the provisions of other countries.
11.3 | The conclusion of the contract as well as subsequent changes to the contract and additions must be made in email (text) form to be effective.
11.4 | For the limitation period, Section 6, Section 6.7 applies accordingly, with the provision that the statutory limitation period applies to claims according to Section 1a) and (b) as well as Section 2. The limitation period according to. Sentence 1 begins at the point in time specified in accordance to the Law. It occurs no later than the expiry of the maximum periods specified in accordance to the same law.