Updated January 30, 2016
By accessing or using any part of the website, all content, services and products available at or through the website, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or products and services available at or through the website. If these terms and conditions are considered an offer by Kanzu Code, acceptance is expressly limited to these terms. The Website, all content, services and products available at or through the website is available only to individuals who are at least 13 years old.
Agreement(s): Every agreement between Kanzu Code and its Customer(s).
Customer: Every person or company who enters into an agreement with Kanzu Code.
General Terms: This document’s General Terms and Conditions
License: The right of the Customer to receive updates and/or support from Kanzu Code.
Parties: Kanzu Code and the Customer.
Product(s): All products offered and provided by Kanzu Code, including but not limited to Android applications, WordPress plugins and WordPress Themes.
Service(s): All services offered and provided by Kanzu Code, including but not limited to the Kanzu Code Web design, web development and web hosting services.
About Kanzu Code
Kanzu Code owns and operates the website Kanzucode.com, through which website Kanzu Code offers its Products and Services to Customers.
- The General Terms apply to all use of the Kanzucode.com website, all offers by Kanzu Code at and through Kanzucode.com and all Agreements.
- The applicability of any general conditions from the Customer are expressly rejected.
- In the event one of the articles in this document General Terms appears to be void or declared void, all other terms/articles in these General Terms will remain valid. Kanzu Code and the Customer will hold consultations in order to replace these void or voidable provision(s) with new provision(s).
- All offers and other statements issued by Kanzu Code shall be subject to contract, except where specified otherwise in writing by Kanzu Code.
- The Customer guarantees the accuracy and completeness of the information that it submits to Kanzu Code and on which Kanzu Code bases its offer.
- The Customer shall at all-time exercise the greatest possible care to ensure that the requirements that Kanzu Code’s services must meet are accurate and comprehensive.
- The Agreement is concluded at the time that Kanzu Code confirms the acceptance by the Customer of Kanzu Code’s offer.
Changes in the General Terms
- Kanzu Code reserves the right, at its sole discretion, to modify, change or replace any terms in these General Terms. If Kanzu Code decides to modify, change or replace the General Terms, it will post the changes on Kanzucode.com and might inform its customer about it by email.
- If the Customer continues the use of or access to the Products and Services following an amendment of the General Terms as mentioned in this article, this will constitute an acceptance of the amended General Terms.
Term of the Agreement
- Unless Parties agree otherwise, the Agreement will have a duration of one (1) year.
- The term of the Agreement shall be extended automatically for the duration of the originally agreed period unless the Customer or Kanzu Code terminates the Agreement in writing with due observance of a notice period of 90 days before the end of the relevant period.
- The Customer shall indemnify Kanzu Code against any claims by individuals whose personal data is recorded or processed within the context of a register of personal data maintained by the Customer or for which the Customer is responsible pursuant to the law or otherwise,unless the Customerisable to demonstrate that the acts that form the basis of the claim are exclusively attributable to Kanzu Code.
- Responsibility for the data processed using the service provided by Kanzu Code shall rest solely with the Customer. The Customer shall guarantee Kanzu Code that the content, the use and/or the processing of the data is not unlawful and does not infringe the rights of third parties. The Customer shall indemnify Kanzu Code against legal claims by third parties, of whatever nature, in relation to this data or the execution of the Agreement.
- If the Agreement stipulates that Kanzu Code is obliged to provide some form of information security, this security shall meet the specifications in respect of security agreed between the Parties in writing. Kanzu Code shall not guarantee that the information security will be effective under all circumstances. If the Agreement does not include an explicit description of security measures, the security measures shall be of such a level that, having regard to the state-of-the-art, the sensitivity of the data and the costs associated with the implementation of the security measures are not unreasonable.
- If computer, data or telecommunications facilities are used during the execution of the Agreement or otherwise, Kanzu Code shall be entitled to assign access or identification codes to the Customer. Kanzu Code shall be entitled to change the access or identification codes assigned. The Customer shall treat the access and identification codes as confidential and with due care and shall only disclose these codes to authorized members of staff. Kanzu Code shall under no circumstances be liable for any damage or costs arising from the use or misuse of access or identification codes, except where misuse was possible as a result of an act or omission on the part of Kanzu Code.
- The Customer represents and warrants that its use of Kanzu Code Products and Services will not infringe or misappropriate Kanzu Code’s licenses or intellectual property rights or third party rights.
- The Customer warrants that no rights of third parties preclude the provision of a Product or a Service by Kanzu Code.
- The Customer warrants to refrain itself towards Kanzu Code or third parties from any acts or omissions contrary to generally accepted standards such as:
- The use or distribution of spam, not machine-or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts(such as phishing)or mislead recipients as to the source of the material(such as spoofing);
- The distribution or maintenance of viruses, worms, malware, Trojan horses or other harmful or destructive content;
- the distribution or maintenance of pornographic content or content that contains threats or incite violence towards individuals or entities, or a violation of the privacy or publicity rights of any third party;
- the advertisement of content via unwanted electronic messages such as spam links on news groups, email lists, other blogs and websites, and similar unsolicited promotional methods;
- The distribution of maintenance of misleading content.
- The Customer will provide all assistance as reasonably desired by Kanzu Code to the delivery and commissioning of the Products or Services.
- In order to facilitate the proper execution of the Agreement by Kanzu Code, the Customer shall at all times provide Kanzu Code with all data or information that Kanzu Code deems to be useful, necessary and desirable and to give its full cooperation in a timely manner. If the Customer deploys its own personnel and/or agents within the context of providing cooperation in the execution of the Agreement, these personnel and agents shall have the necessary knowledge, expertise and experience.
- The Customer shall bear the risk of the selection, the use, the application and the management within its organization of the software, hardware, websites, data files and other products and materials and of the services to be provided by Kanzu Code. The Customer itself shall arrange for the correct installation, assembly and commissioning and for the application of the correct settings to the hardware, software, websites, data files and other products and materials. The Customer is also responsible for training and use by employees or other users.
- If the Customer fails to make the data, documents, hardware, software, materials or employees that Kanzu Code deems useful, necessary or desirable for the purpose of executing the Agreement available to Kanzu Code, to make these available in good time or in accordance with the Agreements, or if the Customer fails to meet its obligations in any other way, Kanzu Code shall be entitled to suspend the execution of the Agreement in part or in full and shall also be entitled to invoice the resulting costs in accordance with its standard rates, without prejudice to Kanzu Code’s right to exercise any other statutory and/or agreed right.
- If Kanzu Code’s employees are carrying out activities on the Customer’s business premises, the Customer shall ensure that any facilities reasonably requested by these employees, such as a workspace containing computer, data and telecommunication facilities, are provided free of charge. The workspace and facilities shall meet all statutory and other applicable requirements in relation to working conditions. The Customer shall indemnify Kanzu Code against any claims by third parties, including Kanzu Code’s employees, who suffer injury in connection with the execution of the Agreement as a result of an act or omission on the part of the Customer or of unsafe situations within the Customer’s organization.
- If use is made of computer, data or telecommunication facilities, including the internet, during the execution of the Agreement, the Customer shall be responsible for selecting the correct resources required for this purpose and for ensuring that these are available in full and in a timely manner, with the exception of those facilities that fall under the direct use and management of Kanzu Code. Kanzu Code shall under no circumstances be liable for losses or costs arising as a result of transmission errors, breakdowns or the non-availability of these facilities, unless the Customer is able to demonstrate that these losses or costs are the result of intentional acts or deliberate recklessness on the part of Kanzu Code’s management.
- All intellectual property rights to the software, websites, data files, hardware or other materials such as analyses, designs, documentation, reports, quotations and related preliminary material developed or made available to the Customer on the basis of the Agreement shall remain exclusively vested in Kanzu Code, its licensors or its own suppliers. The Customer shall only acquire those rights of use that are explicitly granted in these General Terms and by law. Any rights of use granted to the Customer shall be non-exclusive, on-transferable to third parties and non-sub licensable.
- The Customer shall not be permitted to remove or amend any details in relation to the confidential nature or in relation to copyrights, brand names, trade names or any other intellectual property right from the software, websites, data files, hardware or materials.
- Even if the Agreement does not explicitly provide for such authority, Kanzu Code shall be permitted to install technical provisions for the purpose of protecting the software, hardware, data files, websites and such like in relation to an agreed restriction on the content or the term of the right to use these objects. The Customer shall under no circumstances be permitted to remove or circumvent such technical provisions or to arrange for this to be carried out.
- In the case the use of a Product or Service intellectual property rights arise on the part of the Customer, at Kanzu Code’s discretion, the Customer will give Kanzu Code a worldwide, royalty free and non-exclusive license to use these intellectual property and reproduce, modify, adapt and publish the content solely for the purpose or transfer the intellectual property rights to Kanzu Code. To the extent necessary the Customer will promptly cooperate and take such actions and execute such documents as necessary or desirable to effect such transfer of rights, including but not limited to, executing separate deeds of transfer.
Payment and Renewal
- General Terms: By selecting a product or service, you agree to pay Kanzu Code the one-time and/or monthly or annual subscription fees indicated (additional payment terms may be included in other communications). Subscription payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated. Payments are refundable as per Kanzu Code’s refund policy.
- Service Fees: Payment. By signing up for a Service, you agree to pay Kanzu Code the applicable setup fees and recurring fees. Applicable fees will be invoiced starting from the day your services are established and in advance of using such services or as otherwise agreed. Kanzu Code reserves the right to change the payment terms and fees upon thirty (30) days prior written notice to you. Services can be canceled by you at any time on thirty (30) days written notice to Kanzu Code.
- Automatic Renewal: Unless you notify Kanzu Code before the end of the applicable subscription period that you want to cancel a subscription, your subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such subscription (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Upgrades can be canceled at any time by submitting your request to Kanzu Code in writing.
- Licensing: Unless otherwise stated, licenses are valid for one year from the date of purchase. A valid and active license key is required in order to get updates and support for purchased plugins and themes. After one year, license keys may be renewed at a 20% discount from the purchase price of a new license.
- The Customer is not allowed to share or resell the product License.
- Without any liability to compensate the Customer, Kanzu Code reserves the right to disable updates and support in case of abuse and / or in the event the Customer is in violation of Article 10.4. This will not grant the Customer the right to a refund.
- Payments will be charged immediately and will only be refundable under the Kanzu Code refund policy
- Kanzu Code is entitled to adjust the price of a product or service, even after conclusion of the Agreement, if one of the price-determining factors changes without the liability to compensate the customer
- The Customer is, under the provisions of Article 10.7, not entitled to terminate the Agreement, unless the first agreed price is increased by more than 10%
- By activating a partner product (e.g. plugin add-on ) from one of our partners, you agree to that partner’s terms of service. You can opt out of their terms of service at any time by de-activating the partner product.
- If you are registering a domain name, using or transferring a previously registered domain name, you acknowledge and agree that use of the domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers (“ICANN”), including their Registration Rights and Responsibilities.
- If your product or service includes access to priority email support. “Email support” means the ability to make requests for technical support assistance by email at any time (with reasonable efforts by Kanzu Code to respond within two business days) concerning the use of the VIP Services. “Priority” means that support takes priority over support for users of the standard or free Kanzucode.com services or products. All support will be provided in accordance with Kanzu Code standard services practices, procedures and policies.
- For questions, concerns, problems or complains, the Customer can contact Kanzu Code via Kanzucode.com.
- Products can be returned within thirty (30) days after the Agreement has been concluded in which case Kanzu Code will refund the full purchase price if the customer has opened a support ticket and allowed Kanzu Code to try and solve any problem the customer has with the product.
- The Customer can contact Kanzu Code by replying to the purchase e- mail or through the contact form, with a clear explanation of why the Product is not to the satisfaction of the Customer.
- Refunds will not be granted if the customer decides not to use the purchased product. Kanzu Code expects the customer to adequately understand what they are purchasing and why.
- The right to a refund will expire after thirty (30) days after the Agreement has been concluded.
- Article 14.2 shall not apply to Agreements relating the purchase of a Service.
- In the event a Service does not meet its standards the Customer must contact Kanzu Code via Kanzucode.com and explain why the Customer is not satisfied with the Service. Kanzu Code will consider the complaints of the Customer, while it remains at Kanzu Code’s sole discretion to grant a refund.
- If Kanzu Code cannot provide the Customer with the Service within two (2) months after the Agreement has been concluded, Kanzu Code may cancel the Contract without any notification of default and without any liability to compensate the Customer. In the event of such a cancellation Kanzu Code will provide the Customer with a refund.
- All (delivery) periods and (delivery) dates agreed or specified by Kanzu Code shall be established to the best of Kanzu Code’s knowledge on the basis of the information available to it at the time of entering into the Agreement. Interim (delivery) dates agreed between the parties or specified by Kanzu Code shall in all cases be target dates, shall not have a binding effect on Kanzu Code and shall in all cases be merely indicative.
- Kanzu Code shall make every reasonable effort to observe final (delivery) periods and final (delivery) dates wherever possible. Kanzu Code shall not be bound by a (delivery) period or (delivery) date, final or otherwise, that can no longer be achieved as a result of circumstances outside of Kanzu Code’s control that occurred after the date on which the Agreement was concluded. Kanzu Code shall also not be bound by a (delivery) date or(delivery)period, final or otherwise, if the parties have agreed on a change to the content or scope of the Agreement(additional work, change in specifications etc.) or a change in the approach to the execution of the Agreement. If there is a risk that a time period will be exceeded, Kanzu Code shall consult with the Customer in order to discuss the implications of the overrun for the rest of the schedule.
- The mere fact that a (delivery) period or (delivery) date, final or otherwise, specified by Kanzu Code or agreed between the parties has been exceeded, shall not mean that Kanzu Code is in default. In all cases -therefore also in the event that the parties have agreed a final (delivery) period or (delivery) date explicitly in writing – Kanzu Code shall not be in default as a result of the fact that a delivery period or date has been exceeded until such time as the Customer has given written notice of default. The notice of default must contain as comprehensive and detailed a description of the breach as possible, in order to ensure that Kanzu Code has the opportunity to respond adequately.
- If it is agreed that the fulfillment of the agreed work in stages, Kanzu Code is entitled to postpone the commencement of the work to a further stage until the Customer has approved the results of the previous stage.
- The Customer agrees to indemnify and hold harmless Kanzu Code, its contractors, and its licensors(i.e. WordPress and GPL),from and against any and all claims and expenses, including attorneys’ fees, arising out of its use of Kanzu Code Products and Services, including but not limited to a violation of the Agreement or these General Terms.
- The Products and Services are provided “as is”. Customer understands and agrees that its usage of the Products and Services are at its sole risk.
- Kanzu Code, its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement.
- Neither Kanzu Code nor its suppliers and licensors, make any warranties that the Products and Services will:
- Meet the Customer requirements;
- Be error-free; or
- That access thereto will be continuous.
- None of these General Terms or any of Kanzu Code’s expressions can be understood or construed as a guarantee for any specific result on any Product or Service.
- Kanzu Code is not liable for damage or loss caused as a result of any default in the fulfillment of its obligations towards the Customer or on any other ground.
- If Kanzu Code were to be held liable towards the Customer, Kanzu Code would only be liable for direct damages or loss caused by acts on the part of Kanzu Code. Kanzu Code will never be liable for any indirect damages or loss such as resulting loss, loss due to delay, loss of profit, loss of savings, reduced goodwill, loss due to business interruption, loss as a result of claims from the Customer’s clients, loss in connection with the use of items, materials or software provided by third parties and loss in connection with the engagement of secondary suppliers by Kanzu Code on the Customer’s instructions. The liability of Kanzu Code due to the scrambling, destruction or loss of data or documents is also excluded.
- Kanzu Code’s total liability for direct as damages is limited to the value of the Agreement which the liability follows from, with a maximum amount of $5,000.00(five thousand Dollars). If the Agreement is essentially a continuing performance contract with a term of more than one year, the sum stipulated for the Agreement shall be set at the total fees (excl. VAT) stipulated for one year.
- The exclusions and restrictions to Kanzu Code’s liability, as described in the preceding paragraphs, shall not affect the remaining exclusions and restrictions to Kanzu Code’s liability set out in this General Terms in any way.
- The exclusions and restrictions referred to in in this article shall no longer apply if and in so far as the loss is the result of intentional acts or deliberate recklessness on the part of Kanzu Code’s management.
- Except where performance by Kanzu Code is permanently impossible, Kanzu Code shall only be liable as a result of an attributable failure to perform an agreement if the Customer gives Kanzu Code immediate notice of default in writing, setting a reasonable term in which the breach can be remedied, and Kanzu Code still attributably fails to meet its obligations after this period. The notice of default must contain as comprehensive and detailed a description of the breach as possible, in order to ensure that Kanzu Code has the opportunity to respond adequately.
- A condition for the existence of any right to compensation shall in all cases be that the Customer notifies Kanzu Code in writing of the loss or damage as soon as possible after it occurs. Any claims for damages against Kanzu Code shall expire by the mere passage of thirty (30) days from the date on which the claim arose.
- The Customer shall indemnify Kanzu Code against all claims by third parties due to (product) liability as a result of a fault in a product or system delivered by the Customer to a third party and that partly consisted of hardware, software or other materials provided by Kanzu Code, unless and in so far as the Customer is able to demonstrate that the damage or loss was caused by this hardware, software or other materials.
- The provisions of this article and all other restrictions and exclusions of liability referred to in these General Terms shall also apply in favor of all (legal) persons that Kanzu Code engages to execute the Agreement.
- If the Customer has made a (down) payment and Kanzu Code subsequently terminates the agreement, the Customer owes Kanzu Code this down payment as a penalty, notwithstanding Kanzu Code’s entitlement to compensation.
- The Customer is not entitled to terminate any Agreement with Kanzu Code with the exception of the provisions in Article 10.8
- In the event of a situation as mentioned in Article 14.6 Kanzu Code is entitled to terminate the Agreement without any notification of default and without any liability to compensate the Customer.
- This Agreement constitutes the entire agreement between Kanzu Code and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Kanzu Code, or by the posting by Kanzu Code of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the Republic of Uganda. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Kanzu Code may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.