Terms of Use

Last updated: -17th May 2022 (Version 1.1.0)

BY CLICKING A BOX INDICATING ACCEPTANCE OF, OR EXECUTING AN ORDER THAT INCORPORATES, THIS USER AGREEMENT (“Agreement”), THE INDIVIDUAL OR LEGAL ENTITY (“Customer”) AGREES THE TERMS AND CONDITIONS OF THIS AGREEMENT GOVERN CUSTOMER’S ACCESS TO AND USE OF THE SERVICES PROVIDED BY DATA INTEGRATED LTD. ("DIL). THIS AGREEMENT IS EFFECTIVE AS OF THE DATE OF SUCH ACCEPTANCE OR EXECUTION ("Effective Date). IF ANY TERMS OR CONDITIONS IN THE DIL AGREEMENT SUPPLEMENT APPLY TO CUSTOMER (e.g., if customer is a Kenyan government entity or educational institution) OR A SPECIFIC SERVICE (e.g., KE Gov or Event Reporting), THOSE TERMS AND CONDITIONS ARE ALSO INCORPORATED HEREIN BY REFERENCE AND FORM PART OF THIS AGREEMENT.

ANY INDIVIDUAL AGREEING TO BE BOUND BY THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY REPRESENTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS CONTAINED HEREIN.

CUSTOMER SHALL NOT ACCESS OR USE THE SERVICES WITHOUT PRIOR WRITTEN CONSENT OF DIL IF CUSTOMER IS OR BECOMES A DIRECT COMPETITOR TO DIL OR ITS AFFILIATES.

  1. Services
    1. Right to Access and Use. Subject to the terms and conditions of this Agreement and in consideration of the fees specified in any Order or SOW, DIL hereby grants Customer a worldwide, non-exclusive, non-transferable right to access and use DIL’s online Services during the applicable Term for Customer’s own business purposes. Users may exercise such limited right on behalf of Customer.

    2. Right to Access and Use. Subject to the terms and conditions of this Agreement and in consideration of the fees specified in any Order or SOW, DIL hereby grants Customer a worldwide, non-exclusive, non-transferable right to access and use DIL’s online Services during the applicable Term for Customer’s own business purposes. Users may exercise such limited right on behalf of Customer.

  2. Ownership and Proprietary rights
    1. DIL.As between the parties, all right, title, and interest in and to DIL Properties is owned by DIL notwithstanding any other provision in this Agreement. Except as expressly set forth in this Agreement, DIL does not convey any rights to Customer or any User.

    2. Customer. As between the parties, Customer retains all its right, title, and interest in and to Customer’s Confidential Information, including Customer Content, and all intellectual property and proprietary rights therein. Except as expressly set forth in this Agreement, DIL acquires no right, title, or interest from Customer under this Agreement in or to Customer Content.

    3. Feedback. Customer grants DIL a worldwide, irrevocable, perpetual, sublicensable, transferable, non-exclusive license to use and incorporate into DIL’s products and services any feedback or suggestions for enhancement that Customer or a User provides to DIL (“Feedback”), without any obligation of compensation. Feedback is provided by Customer “as-is,” without representations or warranties, either express or implied, including any warranties of merchantability or fitness for a particular purpose.

  3. Definitions:
    1. Capitalized terms used but not otherwise defined in this Agreement have the following meanings:

  4. Security
    1. DIL has implemented and will maintain information security practices and safeguards which include physical, organizational, and technical measures designed to preserve the security, integrity, and confidentiality of the online Services and Customer Content and to protect against information security threats. DIL may update such security practices and safeguards from time to time, provided that any such update does not materially reduce the overall level of security or commitments.

  5. Definitions
    1. “Affiliate” means any person or entity that owns or controls, is owned or controlled by, or is under common control or ownership with, a party to this Agreement, where “control” is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.

    2. “Customer Content”means any data, file attachments, text, images, reports, personal information, or other content that is uploaded or submitted to the online Services by Customer or Users and is processed by DIL on behalf of Customer. For the avoidance of doubt, Customer Content does not include usage, statistical, learned, or technical information that does not reveal the actual contents of Customer Content.

    3. “Customizations” means all software, code, materials, ideas, deliverables, and items that are conceived, made, discovered, written, or created by DIL’s personnel in connection with Professional Services under an Order or SOW.

    4. “Disclosing Party” means the party disclosing Confidential Information to the Receiving Party.

    5. “Documentation” means documentation provided by DIL on the Site that is uniformly available and applicable to all DIL customers and relates to the operation and use of the Services, including user manuals, operating instructions, help articles, and release notes, each as updated by DIL from time to time.

    6. “Order” means an executed ordering document or online order issued or otherwise approved in writing by DIL that incorporates this Agreement by reference and specifies the Services that Customer is authorized to access and use.

    7. “Partner App” means a service or application developed and owned by a third party for which Customer purchases a license from DIL under an Order and is made available to Customer exclusively in accordance with the terms and conditions of the end-user license agreements accompanying them, except that the payment provisions of this Agreement will apply.

    8. “Policies ” means the Limits Policy, Acceptable Use Policy, and Travel and Expense Policy, each as available at www.DIL.com/legal and updated by DIL from time to time.

    9. “Professional Services” means implementation, configuration, integration, training, advisory, and other professional services related to the online Services that are provided or controlled by DIL.

    10. “Receiving Party” means the party receiving or accessing Confidential Information of the Disclosing Party.

    11. “Services” ” means the Professional Services and the Subscription Services and any other online service or application provided or controlled by DIL for use with the Subscription Services.

    12. “Site” means DIL’s website www.dataintegrated.co.ke and any website linked from such website that is owned or controlled by DIL.

    13. “DIL Properties” means Services, Documentation, and Customizations, and all DIL technology, software, data, methodologies, improvements, and documentation used to provide or made available in connection with Services, Documentation, and Customizations, and all intellectual property and proprietary rights in and to the foregoing.

    14. “SysAdmin” means a User with certain administrative control rights over Customer’s online Services.

    15. “Term” means the period of authorized access and use of a Service specified in an Order.

    16. “User” means any individual permitted or invited by Customer or another User to access and use online Services available to Customer under an Order and the terms of this Agreement.