Logistics Management Terms of Use

Definitions

"Essel Technologies Limited", "Us" and "We" means Essel, its employees, representatives and contractors.

"Customer", "You" and "Your" means You (an individual or single legal entity), an account holder.

"TOS" and "Terms of Service" means this document.

"Site" means Essel Technologies Limited (“Essel”) or www.essel.co.ke

"Service" and "Services" means the Essel On Demand hosted helpdesk service, associated tools, products, services and media delivered through the Site, content and media made available through the Site.

"Solution" means the solution choice (All of Essel's product that we sell commercially) which will be offered to you as part of the Services.

"Data" means the data stored in Your helpdesk using the Services.

"Third Party Software" includes any bundled third party software that is licensed by Essel.

"Staff User Account" means a staff user account in the context of Essel's Cloud Service.

"Active Staff User Account" means a staff user account that is active in the context of Essel's software, meaning that the Staff User Account is fully functional and can be used to authenticate to the service.

1. Acceptance of terms

1.1 TOS commencement This TOS applies and commences as soon as the You (a) register for the Services or (b) uses the Services. Either action constitutes Your acknowledgement that You have read, understood, and agree to be bound by the terms set out in the TOS. The TOS is a legal agreement between You and Essel to use the Services. If You are entering into this TOS on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these TOS, in which case the terms "You" or "Your" shall refer to such entity and its affiliates.

1.2 Headings Headings in this document been included for convenience.

1.3 Changes and amendments Essel changes the TOS without prior notice. Ultimately, it is the Your responsibility to obtain and revisit this TOS. Changes to the TOS will be effective immediately, and the Your continued used of the Service will constitute acceptance of those changes.

1.4 Violation If the You find that You have violated the TOS, You shall take all reasonable steps to notify Us of the breach immediately. If You violate the TOS and Essel suffers any losses or damages as the result of the violation, Essel reserves the right to bring action against You in order to recover those costs.

1.5 Enforcement The failure of Essel to exercise or enforce any right or provision of the TOS shall not be a waiver of that right.

1.6 Changes This agreement may change from time to time, without notice. Unless otherwise stated by Essel in writing to You, the version of this document available at our web address – www.essel.co.ke - supersedes all others.

2. Grant of license

2.1 Licensing of Staff User Accounts You are required to make sure that the number of Active Staff User Accounts active is equal to or less than the number of Staff User Accounts permitted by Your Services. You are responsible for ensuring that access to a Staff User Account is not shared. Only one individual should be able to authenticate to one Staff User Account. You may create as many Staff User Accounts as Your license permits.

2.2 Transfer of license Licenses granted by Essel through the provision of Services are non-transferable, non-exclusive and cannot be sub-licensed. You may assign this TOS and license to the Service in the event of a merger or acquisition.

2.3 No transfer of ownership The Service and entitlements to the Service and Essel's rights are not sold and are only licensed to You under the terms outlined in the TOS. No transfer of ownership takes place.

2.4 Reservation of rights Essel owns the title, intellectual property, trademarks and copyrights associated with the Services. Essel reserves all rights that are not granted to the licensee by the TOS.


3. Intellectual property rights reserved by Essel Technologies Limited.
The Software is protected by Kenyan and international copyright laws and treaties, as well as other intellectual property laws and treaties. You must not remove, alter, or obscure any copyright notices on any copies of the Software unless authorized by Essel Technologies Limited. This Service is licensed, not sold. Furthermore, this EULA does not grant You any rights in connection with any trademarks or service marks of Essel Technologies Limited. Essel reserves all intellectual property rights, including copyrights and trademark rights.

3.1 United Nations CISG The United Nations Convention on Contracts for the Sale of Goods does not apply to this TOS.

3.2 International restrictions You are responsible for complying with any applicable laws, rules, or regulations governing the export of the Services.

4. Conditions and terms of service

4.1 Ownership This license provides You with limited rights to use the service. Essel retains all ownership, right, title and interest in, to and of the service. All rights not specifically granted in this license, including domestic and international copyrights, are reserved by Essel Technologies Limited.

4.2 Unlawful use and objectionable content You shall not use the Services in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Services and its components or infringes on the rights of another party. You shall not modify, adapt or hack the Services to falsely imply any sponsorship or association with Essel, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You undertake not to promote any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, profane or otherwise objectionable.

4.3 Responsibility for use You assume all responsibility for the use of the Services, including but not limited to content and media that is created, uploaded to, downloaded from, transmitted and edited using the Service. You are responsible for any accesses made to the Service.

4.4 Transmission of data You acknowledge that technical processing and transmission of the Services, including Your content, may be transferred unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Essel's third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. You shall not use the Services as a proxy between a user and other network data.

4.5 Attribution With respect to any use of the Service, attribution and hyperlink to Essel and its website shall be kept intact.

4.6 Backups Essel takes regular backups of Your Data. No guarantees of any kind will be made as to the integrity of these backups. You agree to maintain all appropriate backup of files and data stored on Essel servers as You see fit.

4.7 Rights to remove, modify and block content and users Essel reserves the right to (a) modify or discontinue, temporarily or permanently, the Services (or any part thereof) and (b) refuse any and all current and future use of the Services, suspend or terminate Your account (any part thereof) or use of the Services and remove and discard any of Your content in the Services, for any reason, including, if Essel believes that You have violated the TOS. Essel will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account. Essel shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.

4.8 Data recovery If loss of data occurs due to an error on Essel's part, Essel will attempt to recover the data at no charge. If loss of data occurs due to an error on Your part Essel may, at its discretion, offer a data recovery service for a fee of $1999.00 USD.

4.9 Fair usage policy Essel takes all reasonable efforts to provision sufficient resources to provide good quality of Service, relative to the number of Staff User Accounts purchased. If Your use of the Services affects the quality of Services that we are able to provide to other customers, Essel may suspend Services to You. Depending on the specific issue (for example, whether sustained or a one-time occurrence), Essel may require You to upgrade to a higher capacity account. Essel undertakes to discuss such problems with You in good time, should they arise.

4.10 Unsolicited email You may not use the Services to send unsolicited email ("spam") to anyone, including mailing lists which You have purchased. If reports of unsolicited email are received, Essel may suspend Your Services without notice.

4.11 Securing Your authentication details You undertake to keep all passwords and login credentials secure. If in the case that You suspect a security violation You also undertake to notify Essel immediately.

4.12 Handling software You shall not (a) reverse engineer or decrypt any portion of compiled and/or obfuscated source code, (b) give, sell, distribute, sub-license, time share, lease or lend any portion of the software (which forms part of the Services) to anyone, (c) use any Third Party Software independently of the Services, (d) copy any part of the software for use in software or applications outside of the Software or (e) make any attempt to circumvent parts of the Services designed to enforce the maximum number of Staff User Accounts for which You have paid.

4.13 Reselling, time sharing and sub-licensing You shall not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than as expressly permitted by the TOS.

5. Liabilities, warranties and indemnification

5.1 Disclaimer of warranties The Service, including the Site and content, and all server and network components are provided on an "as is" and "as available" basis without any warranties of any kind, to the fullest extent permitted by law and Essel expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that Essel does not warrant that the service will be uninterrupted, timely, secure, error-free or virus-free and no information or advice obtained by You from Essel or through the Service shall create any warranty not expressly stated in the TOS.

5.2 Limitation of liability Under no circumstances and under no legal theory (whether in contract, tort, or otherwise) shall Essel be liable to You or any third party for any indirect, incidental, special, exemplary, consequential or punitive damages, including lost profits, lost sales or business, lost data or business interruption. In addition, Essel shall not be liable for any direct damages, costs, losses or liabilities in excess of the monthly service fee paid or payable by You for the one month preceding the time of any claim for monetary damages. The provisions of this section allocate the risks under the TOS between the parties, and the parties have relied on these limitations in determining whether to enter into the TOS. Essel's total aggregate liability to the licensee for any claim in contract, negligence or otherwise arising out of or in connection with the provision of the services shall be strictly limited to the charges paid by the licensee for the services that are the subject of any claim made, the re-supply or replacement of the Service.

5.3 Indemnification You must defend, indemnify and hold harmless Essel from all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against Essel, its agents, its customers, officers and employees, that may arise or result from the Services provided or performed or agreed to be performed or any product sold by customer, its agents, employees or assignees.

5.4 Notification of claim in no event will a claim be brought by You unless the licensee has notified Essel of the claim within one year of it arising.

5.5 Licensee indemnification If the Service becomes the subject of an infringement on another party's copyright or intellectual property where the infringement has not arisen out of the licensee's modification to the Service or use of the Service in combination with other products, Essel may remedy the infringement by (a) purchasing license to the infringing part of the Service or (b) replacing the infringing part of the Service or (c) refund any fees paid by the licensee for the Service.

5.6 Data loss Essel shall not be held responsible for data hosted on its servers. It is Your responsibility to maintain local copies of their data and maintain proper and sufficient insurance if coverage is required with respect to data loss.

6. Prohibition on reverse engineering, de-compilation and disassembly.
You may not reverse engineer, decompile, defeat license encryption mechanisms, or disassemble the Software or Software License except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

7. Further restrictions imposed by this EULA.
By accepting the conditions of this EULA as defined in clause one (1) above, You agree and understand:

7.1 You shall not use in whole or part, any code which is considered proprietary of Essel's products Software in any other software that would be freely distributed or commercially resold. You shall not modify, alter, change or otherwise make any modification to the Software or create derivative works based upon the Software. Any attempt to do so shall be void and of no effect.

7.2 That You may not offer or sell a hosting solution that includes a Essel's products software license and/or provide hosting with the sole intent that users would use it to host a Essel's products software installation without explicit written approval from Essel's products. Your right to sell hosting where users use a Essel's products services in due course is not affected.

8. Confidentiality

8.1 Access to and disclosure of Your Data Essel reserves the right to access any or all Your accounts in order to (a) respond to Your requests for technical support and (b) connect anonymized usage data. Essel shall maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your data. Essel will not disclose Your data except if compelled by law or if permitted by You.

8.2 Privacy policy: The privacy policy is available at www.essel.co.ke. By agreeing to the TOS, You accept the terms of Essel's privacy policy.

9. NO WARRANTIES.

YOU ACCEPT THE SOFTWARE AND SOFTWARE LICENSE "AS IS", AND ESSEL TECHNOLOGIES LIMITED MAKES NO WARRANTY AS TO ITS USE, PERFORMANCE, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ESSEL TECHNOLOGIES LIMITED DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE EsNTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICE REMAINS WITH YOU.

9.1 LIMITATION OF LIABILITY.

THIS LIMITATION OF LIABILITY IS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT INCLUDING NEGLIGENCE SHALL ESSEL TECHNOLOGIES LIMITED BE LIABLE FOR ANY COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THIS EULA OR THE USE OF OR INABILITY TO USE THE SERVICE OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF ESSEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ESSEL DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. FURTHERMORE, ESSEL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. SHOULD THE SERVICE PROVE DEFECTIVE, YOU (AND NOT ESSEL) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. IN ANY CASE, ESSEL (AND ITS CURRENT OR FUTURE EMPLOYEES) ENTIRE LIABILITY ARISING OUT OF THIS EULA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR ANY OTHER SPECIFIED AMOUNT.

10. COSTS OF LITIGATION

If any action is brought by either party to this EULA against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.

11. Payments, sales and refunds

11.1 Payment of fees You must pay all fees by the due dates.

11.2 Upgrading, downgrading or switching Solution The amount You pay per billing cycle is linked to the Solution selected and the number of Staff User Accounts required. If you change Solution increase the number of Staff User Accounts in the middle of a billing cycle, Essel will invoice you for the pro-rated amount to take You up to the next billing date. On that billing date You will be billed the new amount. If You switch to a Solution which costs more, the same process applies. If you You switch to a Solution which costs less, we will not refund the difference and You will pay the new, lower amount on the next billing date.

11.3 Price changes Essel reserves the right to change prices at any time.

11.4 Credit card billing If You choose to pay by credit or debit card You authorize Essel to debit Your account renewal fees from Your card. Essel uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for Essel. Essel may use Your information in order to perform fraud screening.

11.5 Refunds Due to the irrevocable nature of our products/services, a sale once made is final. Essel offers an evaluation account that should be used to evaluate and test the Services before purchasing.

11.6 Refusal of sale Essel reserves the right to refuse sale of the Software to anyone.

12. UPDATES TO THIS EULA.
Essel reserves the right to update and modify this EULA at any time and such changes will take effect immediately from the date they are published. Notification of changes and updates will be posted in our blog. It is the Your responsibility to check our blog for any EULA updates on a regular basis. In the event You disagree with the updated EULA, You must notify Essel within fifteen (15) days, and this EULA will be terminated as detailed in clause eleven (11) above. If You do not notify Essel within fifteen (15) days after the notification of an updated EULA is posted, You are acknowledging and agreeing to be bound by the updated version of this EULA.

13. GENERAL PROVISIONS
This Agreement contains the complete agreement between the parties with respect to the subject matter hereof and the related documentation, and supersedes all prior or contemporaneous agreements or understandings, written or oral, regarding such subject matter.

14. Termination and cancellation
14.1 Cancellation: You are responsible for properly cancelling Your account and to secure confirmation of account cancellation from Essel. You will lose access to all of Your content upon cancellation and Essel will delete it in our normal course of business operations. This information cannot be recovered once Your account is cancelled. If You cancel the Service before the end of Your current paid-up subscription period, Your cancellation will take effect immediately and You will not be charged again. You can cancel Your account by writing to Essel at: This email address is being protected from spambots. You need JavaScript enabled to view it.. Essel will process Your cancellation within 48 hours of Your notice. You may be charged in this period.

14.2 Right to terminate: Essel reserves the right to suspend or terminate the services and/or this TOS at any time. If You are a company and You go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with Your creditors, Essel reserves the right to suspend services and/or terminate this agreement forthwith.

14.3 Failure to comply: Essel may terminate the TOS and Services if You fail to comply with the terms set out in the TOS. No refunds will be made for services suspended or terminated due to violation of this TOS.

14.4 Recovery of fees and costs: Should You continue to use the Services after notice of termination has been received, You will be liable to pay all costs, including reasonable attorney’s fees, to enforce Essel's revocation of the Service, as well as any damages suffered by Essel in the process.

14.5 Survival Clauses 1.1, 1.4, 1.5, 2.3, 2.4, 3.1, 3.2, 3.3, 4.3, 4.11, 5.1, 5.2, 5.3, 5.4, 5.6, 6.1, 6.3, 8.6, 9.4 and 9.5 of the TOS will survive termination of the TOS.

15. CONTACT INFORMATION.
If you have any questions about this EULA, or if you want to contact Essel Technologies Limited, for any reason, please direct all correspondence to:

Essel Technologies Limited, P.O. Box 75420-00200, Nairobi Kenya or This email address is being protected from spambots. You need JavaScript enabled to view it.