Terms of Service
Effective Date: May 17, 2018
Patafile.co.ke means Grandtech Solutions Company LTD (registration number CPR/2015/211461),
a company incorporated in the Republic of Kenya, and the owner of the Patafile.co.ke platform, website and all intellectual property.
Patafile.co.ke hereby also represents Patafile.ke and Patafile.com.
Customer means a company, its employees, agents, consultants or representatives who have signed up as users of the Patafile.co.ke system.
Customer data means any data imported or inputted into the system as part of normal usage of the system.
Service means the online Legal Practice Management system known as Patafile.co.ke and the available add on modules, which are all accessible through the internet.
Fee means the monthly subscription fee excluding VAT agreed upon as payment for access to the system within a given timeframe.
Agreement means these Terms of Service and constitutes the entire contract agreed upon by the two parties.
2. Terms of service
2.1. Patafile.co.ke's obligations
Patafile.co.ke shall provide a system that is continuously updated with a timely manner to adhere with the legislation relevant in Kenya.
Patafile.co.ke shall provide swift reaction time on resolving any critical issues relating to the operation and compliancy of the service.
Patafile.co.ke shall ensure that infrastructure and business procedures are in place to ensure that the system is up and running within 97% of the planned uptime, as well as ensure swift recovery in case of failure (backups).
2.2. Customer obligations
The Customer must have Internet access allowing him to access the World Wide Web for when access is needed to the system. This includes availing backup (i.e. modem) connectivity to ensure service continuity throughout an Internet fallout.
The Customer shall ensure that the contact information (in settings) is correct and timely updated, Patafile.co.ke is not responsible for any communication sent to erroneous contact information.
The Customer shall at all times keep passwords and logins secure, as well as ensure the (high) quality of such credentials. Patafile.co.ke is not responsible for any actions resulting from abuse of credentials in the control of the Customer. The Customer should however notify Patafile.co.ke as soon as possible incase of breach in credentials.
The Customer cannot do a number of things and this includes; misuse the system, undermine its security, not use automated agent and especially not modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the system except if formally authorized to do so by Patafile.co.ke.
Customer acknowledges and agrees that the system, and any necessary software used in connection with the system contain proprietary and confidential information that is protected by applicable intellectual property and other laws. The Customer further acknowledges and agrees that the content or information presented to the Customer through the system including the design, structure, layouts, graphical images and underlying source codes belong to Patafile.co.ke and may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.
2.4. System availability
In order to ensure the continued improvements and maintenance of the system, Patafile.co.ke reserves the
weekends, being Saturday and Sundary time slots as maintenance windows in which the system is not guaranteed to be available (but will be in many cases).
At all other times the system is expected to be available.
Patafile.co.ke aims to always alert (by email) all Customers in advance if a particular service window is planned to be used.
The timely operations of the Internet is governed by constraints beyond the control of Patafile.co.ke. Customers should understand that Patafile.co.ke is not liable for any perceived slow operation of the system.
3. Fees, billing and renewal
Fees for the subscription or use of a service is charged at the end of every month. Patafile.co.ke will automatically invoice the Customer's of their subscription dues 7 days before the end of the month. If there are pending fees at the beginning of the month, services to the Customer will be disrupted in accordance with point 4. termination.
3.2. One Month Free Trial Offer
Unless otherwise agreed with Patafile.co.ke, new Customers are automatically subscribed at not cost for one full calendar month. This is calculated from the beginning of the next month unless the Customer has signed up on the first day of the Month. Once the Trial period has elapsed, the account is disabled within 7 days unless the customer manually activates the firm account or makes any payment towards service renewal for the new month.
3.3. Calculation of Fees
Fees for the subscription or use of a service is charged at the end of every month. Usage of Patafile.co.ke is calculated by summing up the number of active users in the Customer's account in the last month. Active users is defined as users who were added before or at the beginning of the month, have signed in during the month and they account status is to active as some point during the month.
Payments are performed using electronic (mobile) payment methods offered by Patafile.co.ke and the Company's bank account. The latter is at the discretion of the Company and the Customer. Majority of payments will be performed using MPESA. Customers maintain an account within Patafile.co.ke that is charged for renewal of services and any excessive payments will be carried forward towards the next renewals.
3.5. Non payment
Patafile.co.ke reserves the right to suspend or terminate this Agreement and Customer's access to the service IMMEDIATELY the Customer's account is in arrears. Customer agrees and acknowledges that Patafile.co.ke has no obligation to retain Customer data when the account is in arrears for a period of 4 months.
3.6. Fee changes
Patafile.co.ke reserves the right to change the subscription fee at any time within a thirty (30) days e-mail notice. Provided that we may not increase your fees more often than once per twelve months.
Either party may terminate this agreement by giving 30 days advanced notice in writing (email is accepted as writing) to the other party. The Customer is able to use the feature within the system to give said notice at any point in time.
Any breach of Customer's payment obligations or unauthorized use of the system or service will be deemed a material breach of this agreement. In such case Patafile.co.ke in its sole discretion, may terminate the Customer's password, account and this agreement instantly.
The Customer agrees and acknowledges that Patafile.co.ke has no obligation to retain the Customer's data and may delete such Customer data, if Customer has materially breached this Agreement, including but not limited to, failure to pay outstanding fees, and such breach has not been cured within 120 days of overdue payment or notice of such breach.
The system is protected by copyright and remains the full property of Patafile.co.ke, the Customer is only
allowed usage of the system in return for the subscription fee or free of charge for the first full month.
Individually customized software relating to the system also remains the property of Patafile.co.ke unless otherwise stipulated.
Patafile.co.ke may at any time transfer its rights and obligations under this agreement to any affiliate, subsidiary or business unit.
5.2. Customer data
Customer data entered into the system remains the full property of the Customer, and is entrusted to Patafile.co.ke for safe keeping.
Customer agrees and acknowledges that Patafile.co.ke is entitled to use the entered data only for statistical analysis with the end-goal of improving the service offered to the Customer.
In the case of termination, and unless otherwise specifically stated by the Customer, Patafile.co.ke reserves the right to retain the data entered with the exclusive goal of providing better service in the situation that the Customer resubscribes.
6.1. Data security
Patafile.co.ke has taken the necessary technical and organizational security measures to prevent system information from being accidentally or illegally destroyed, lost or wasted. Multiple independent sets of backup exist for all data in the system.
6.2. System security
Patafile.co.ke is following industry best practices, and is constantly monitoring the system, as well as security developments, in order to ensure that the system is at all times updated with the latest security fixes. Patafile.co.ke retains at all times staff trained in ensuring these practices and procedures are met.
Patafile.co.ke including all its employees are bound by secrecy in respect with any Customer data received and will not disclose such information to any third party except where it is required to do so by any court or regulatory authority and then on to the extent necessary.
Internal procedures and tools prevent Patafile.co.ke employees from accessing Customer data directly without explicit Customer consent.
Patafile.co.ke shall indemnify and hold Customer harmless from all settlements agreed to by Patafile.co.ke and all costs and direct damages finally awarded to a third party to the extent they arise out of the fact that the Service as delivered to Customer infringes a third party's patent or copyright. The Customer shall give Patafile.co.ke all reasonably available information and assistance, at Patafile.co.ke's expense. Patafile.co.ke may, at its option, obtain the right to continued use of the Service, substitute other equivalent service, or modify the Service so it is no longer infringing, or, if none of the foregoing remedies are commercially feasible in Patafile.co.ke's sole discretion, terminate the Customer's right to the allegedly infringing Service and refund to the Customer a pro rata portion of the amount which the Customer has paid for such service. The foregoing indemnity will not apply to any infringement claim arising from (a) modification of the Service by parties other than Patafile.co.ke, (b) combination of the service with hardware and/or other software and/or auxiliary services, if such claim would have been avoided by not so combining the service, or (c) use of the service other than in accordance with Patafile.co.ke instructions and documentation.
The Customer shall indemnify and hold Patafile.co.ke harmless from all third party claims and settlements agreed to by the Customer and all costs and direct damages awarded to a third party to the extent they arise out of Customer's infringement of any third party rights, or breach of any provision of this agreement, or making representations or warranties regarding the service to other third parties.
The Customer hereby agrees to indemnify and hold harmless Patafile.co.ke against any damages, losses, liabilities, settlements and expenses (including without limiting costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of this Agreement or otherwise from the Customer's use of the service.
Nothing in this section shall limit either party's obligations and liability in cases of loss of life, bodily injury, damage to a person's health or in cases of international infliction of harm, deceit, fraud or gross negligence of the other party or of others which the other party employs or uses to perform its obligations. The same shall be true for cases of negligence of such others employed or used by the party in the performance of its service.
8. Limitation of liability
You expressly understand and agree that Patafile.co.ke SHALL NOT BE LIABLE to you for:
8.1. Customer activity
Any loss or damage which you may incur, including without limitation as a result of any reliance placed by you on the accuracy, completeness or suitability of the system, or any changes Patafile.co.ke may make to the system, or any temporary interruption or permanent cessation in the provision of the Legal Practice Management system, or, if applicable, your failure to safeguard your account details or passwords.
8.2. Related damages
To the full extent permitted by law, Patafile.co.ke is not liable for any direct, indirect, special, incidental, consequential, punitive or exemplary damages arising out of or in connection with your use of or related to the system (including without limitation for loss of or damage to business, revenues, goodwill or data) even if Patafile.co.ke had previously been advised of, or reasonably could have foreseen, the possibility of such damages, however they arise, whether in breach of contract, negligence or other tortuous action.
The total liability is limited to maximum the amount of subscription fee paid by the Customer to Patafile.co.ke within the six (6) months preceding any dispute.
9. General provisions
9.1. Governing laws
These terms are governed by the laws of Kenya. Customer's use of the system and any dispute arising out of such use is subject to the laws of Kenya.
Any disputes regarding this agreement shall first be resolved between the Customer and Patafile.co.ke directly, and finally be resolved by an arbitrator.
The arbitrator shall be a single arbitrator in accordance with the provisions of the Kenyan Arbitration Act 1995 as amended and shall be conducted in accordance with the Rule for the Conduct of Arbitrations published by the Chartered Institute of Arbitrators, Kenya Branch current at the date the arbitrator is appointed.
The arbitrator shall be mutually agreed upon or, failing agreement shall be nominated by the Chairman of the Kenyan Institute of Arbitrators.
The venue of any Arbitration hearing shall be Nairobi. The cost of the Arbitration shall be borne equally by each party.
To the extent that any arbitration under this Contract shall be deemed to be a “domestic arbitration” as defined under the Kenyan Arbitration ACT 1995, the parties agree that no application may be made to a court to determine any question of law in the course of the arbitration and no appeal may be made by any party to a court on any question of law arising out of an arbitral award as envisaged by section 39 (1) of that Act.
9.3. Changing terms
Patafile.co.ke reserves the right to amend these subscription terms, any such changes will applicable within 30days of notice (email) being send by Patafile.co.ke.
9.4. Force majeure
Neither Patafile.co.ke nor the Customer will be in violation of this agreement if the failure to perform the obligation is due to an event beyond our reasonable control, such as significant failure of part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry.
The commencement of your use of Patafile.co.ke constitutes acceptance of these Terms of Service. If you do not agree to these Terms of Service do not use the online system.