STANDARD TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES
I/We, ("the Customer") hereby enter into an agreement with Oncotrition Healthcare Ltd for the
provisions of a nutrition application software which provides nutritionist with tools to better manage
their clients’ food intake, by providing personalized recommendations, meal planning features,
nutritional information, and educational resources. and such other services as may be agreed as
specified ("the Services"•) on the terms and conditions herein set out ("the Terms"). Where the
Services allow access to the application, the Customer understands and agrees that the use of the said
application is at the Customer’s own risk.
By signing this document, or by my/our use of the Services or by allowing others to use the Services,
the customer unconditionally and unequivocally agrees to be bound by the Terms and shall procure
that any other person or persons using the Services via my/our account shall also comply with the
Terms.
The Customer understands and agrees that all setup fees, one-off charges, annual fees and monthly
subscriptions fees (which are subject to change at the sole discretion of Oncotrition Healthcare Ltd)
are due and payable in full in advance, and without any deduction or set-off of any nature whatsoever.
All charges are subject to VAT (and any other taxes that may become applicable from time to time)
at the prevailing rate in Kenya, provided that Oncotrition Healthcare Ltd shall within a reasonable
time refund any VAT amount paid upon presentation of a valid VAT exemption certificate from the
Kenyan Revenue Authority. Any outstanding VAT amount shall be subject to a late payment interest
of 2% per month.
All accounts are payable in full daily for daily subscriptions or by the 1st day of the calendar month for
monthly subscriptions or by the 1st day of the year for annual subscriptions and the Customer
unconditionally accepts that interest will be charged at the rate of 2% per month on any late payments
or any unpaid balances.
To enable the customer, enjoy the Services (as specified above), the Customer irrevocably and
unconditionally authorizes Oncotrition Healthcare Ltd to act as its agent in all matters relating to the
Services.
SPECIFIC TERMS AND CONDITIONS
1. Service Level Agreement (SLA) Oncotrition Healthcare Ltd warrants that the application will
remain operational as per their Service Level Agreement (SLA), expressly incorporated into this
Agreement. Any service equipment, routing systems and configurations directly under the control
of Oncotrition Healthcare Ltd shall be subject to use in accordance with the terms and conditions
of the SLA. Oncotrition Healthcare Ltd will not be held liable for any failure of the Services
should the failure be due, whether in whole or in part, by the actions and or omissions of a third
party which is not a party to the SLA.
2. Contract Validity- After the expiry of 12 months from the execution by the Customer of this
Agreement, all agreements for services provided by Oncotrition Healthcare Ltd continues
indefinitely and may be terminated by either party giving one month's notice in writing to
terminate. During the initial period of 12 months from the date of using the application, the
Customer agrees that they will not terminate this contract without the payment to Oncotrition
Healthcare Ltd of an express cancellation fee equivalent to all amounts due for the balance
months of service to the end of the first 12-month period (together with all applicable taxes).
3. Indemnity - The Customer irrevocably and unconditionally agrees to indemnify and hold
Oncotrition Healthcare Ltd, its officers, employees and agents harmless against any and all claims’
liabilities, damages, losses and expenses suffered and incurred by the Customer arising out of or
in any way related to or as a result of any third-party claims against Oncotrition Healthcare Ltd
arising from, or in connection with, our misuse of the Services or breach of the Terms.
4. Suspension of services - All accounts are payable in full daily for daily subscriptions or by the 1st day of the calendar month for monthly subscriptions or by the 1st day of the year for annual
subscriptions after which the service is to be provided. All invoices will be sent and via the email
address provided upon sign up. Failure to pay for services will result in a suspension of said
services. In the event of suspension of an account, Oncotrition Healthcare Ltd reserves the right
to suspend all services until such time as the customer settles all outstanding debts due to
Oncotrition Healthcare Ltd. After an account is suspended for a period of 30 calendar days or
more, at the sole discretion of Oncotrition Healthcare Ltd, the services may be terminated
without notice by Oncotrition Healthcare Ltd, who shall not be liable to the Customer for any
compensation or damages (of any nature whatsoever) as a result of the Termination of the
Services. The Customer unequivocally agrees that they shall be invoiced for the Services during
the suspension period, up until payment is made or the Services are terminated. The Customer
understands that any delay or failure to pay for the Services in accordance herewith will result in
a suspension of the Services, without any liability on the part of Oncotrition Healthcare Ltd for
suspension of such services (irrespective of whether the suspension was carried out in error or
not).
5. No Guarantees, Indemnities for problems outside MyISP Limited Control – Oncotrition
Healthcare Ltd does not provide any guarantees or indemnities (all of which are hereby
specifically excluded) for any failure of the Services which are not directly under Oncotrition
Healthcare Ltd control or which are due in whole or in part to failure or problems on third party
networks. Further the Customer unconditionally and unequivocally accepts that credit or
compensation will not be given or become due as aforesaid by reason of any such failure or
problem.
6. Force Majeure - The Customer unconditionally and unequivocally accepts and agrees that
Oncotrition Healthcare Ltd cannot provide credit or compensation, nor are they liable for
disruption of the Services hereunder if such disruption or default is caused by conditions beyond
their control including, but not limited to acts of God, damage to any service apparatus, forces of
nature, government restrictions (including the denial or cancellation of any export or other
necessary license), wars, riots, insurrections, failure of suppliers, subcontractors, and carriers
and/or any other cause beyond the reasonable control of Oncotrition Healthcare Ltd.
7. Termination - The Customer acknowledges and understands that this agreement cannot be
terminated during the first 12 months of this contract as indicated above. After the initial 12-
month period, this contract can be terminated for any reason at any time by giving Oncotrition
Healthcare Ltd one month's written notice using the following methods:
(a) Send a written notice to the postal address
(b) Send an electronic notice to Oncotrition Healthcare Ltd
Oncotrition Healthcare Ltd may also terminate this agreement without notice if the Customer is
adjudged bankrupt or should the Customer use the Services to distribute, disseminate or promote any
material that is deemed offensive, obscene or pornographic, or uses the Services to breach or procure
the breach of any intellectual property rights. The termination clause will also take effect should the
Services be used in any illegal or criminal activity including incitement to violence, hatred or unrest,
"spam"• mail or the like.
8. Collection of Monies Owed - Should Oncotrition Healthcare Ltd have to resort to a debt
collection service or litigation to recover any amount related to the provisions of the Services to
the Customer, whether due to suspension or termination, the cost of this action will be borne in
full by the Customer.
9. Technical Support and Response Times - The Customer acknowledges that it has received
contact details for reaching support personnel as well as response times as per the Escalation
Procedures Document (EPD). The EPD may be modified from time to time at the sole discretion
of MyISP Limited who will advise the Customer within a reasonable time of any such modification.\
10. Routine Maintenance and Upgrades of MyISP Limited equipment or network - Should
Oncotrition Healthcare Ltd need to carry out any maintenance work on its application, Oncotrition
Healthcare Ltd will inform the Customer at least twenty-four (24) hours in advance of the proposed
work. This will be carried out outside of normal working hours where possible unless the
circumstances in the sole discretion of Oncotrition Healthcare Ltd dictate otherwise. In the event
Oncotrition Healthcare Ltd are informed by any developer/software engineer of any of their
planned maintenance work which will affect the Services, Oncotrition Healthcare Ltd will
forthwith advise the Customer. No liability (of any nature whatsoever) shall attach to Oncotrition
Healthcare Ltd in the event that any routine maintenance work and upgrades are carried out by
Oncotrition Healthcare Ltd.
11.Emergency Maintenance - Where in the sole discretion of Oncotrition Healthcare Ltd,
emergency maintenance work is required to be carried out on the Oncotrition Healthcare Ltd
application, they will procure to give the Customer such notice as Oncotrition Healthcare Ltd shall
in the circumstances deem to be reasonable.
12. Trouble Reporting Procedures - These are detailed in the EPD. Oncotrition Healthcare Ltd
will use its best endeavors to provide service and responses as per the EPD provided and adhere
to the procedures laid out therein.
13. Customer Data - The Customer warrants and undertakes that the data (whether stored or
sent over the Oncotrition Healthcare Ltd application) will not contain anything obscene, offensive
or defamatory and will conform at all times with Kenyan law. The Customer further acknowledges
and warrants to Oncotrition Healthcare Ltd that that the Service shall not be used: (a) in any way
that is unlawful or in contravention of any license, code of practice, instructions or guidelines issued
by a regulatory authority, third person's rights; or (b) to send, communicate, knowingly receive,
upload, download or use any material or make any calls that are offensive, abusive, indecent,
defamatory, obscene, menacing, cause annoyance, inconvenience, needless anxiety or are intended
to deceive; or (c) in any way Oncotrition Healthcare Ltd considers is or is likely to be detrimental
to the provision of the Service to the Customer or service to any of Oncotrition Healthcare Ltd’s
other customers. The Customer will indemnify Oncotrition Healthcare Ltd and keep them fully
and effectively indemnified against all actions, proceedings, claims, demands, damages and costs
(including all legal costs on a full indemnity basis) occasioned to Oncotrition Healthcare Ltd as a
result of any breach of the afore-said warranty.
14. Credits - For services provided which include an SLA, Credits are granted if the SLA
availability falls below the stipulated level in any calendar month, excluding Service disruption
caused by routine or emergency maintenance or covered above. Credits will only be granted if a
valid query ticket has been received from Oncotrition Healthcare Ltd and if due, will be credited
against the following months invoice.
15. Disclaimer of Liability - Notwithstanding anything contained elsewhere in this contract:
a) Oncotrition Healthcare Ltd shall not be liable to the Customer in contract, tort (including
negligence), breach of statutory duty or otherwise for any direct loss of profit, revenue, time,
anticipated savings or profit or revenue, opportunity, data, use, business, wasted expenditure, business
interruption or for any other direct loss which may arise in relation to this contract whether or not
Oncotrition Healthcare Ltd was advised in advance of the possibility of such loss or damage.
b) Oncotrition Healthcare Ltd shall not be liable to the Customer in contract, tort (including
negligence), breach of statutory duty or otherwise for any indirect or consequential loss of profit,
revenue, time, anticipated savings or profit or revenue, opportunity, data, use, business, wasted
expenditure, loss of or damage to physical property, business interruption or for any other indirect or
consequential loss or punitive damages which may arise in relation to this contract whether or not
Oncotrition Healthcare Ltd was advised in advance of the possibility of such loss or damage.
General Provisions
17. Amendments – Oncotrition Healthcare Ltd reserves the right to update, alter or amend the
Terms as it sees fit to comply with any statutory, legislative and/or technical changes or to enhance
and improve the services it offers to its customers and the efficiency of the said services and for
expediency. Upon such changes being made a renewal notice will be sent drawing the Customer's
attention to the change(s) and the Customer shall then be entitled to decide whether to renew the
Services or to terminate the Services with Oncotrition Healthcare Ltd and continue on the existing
terms until termination is effective.
18. Governing Law - This Contract shall be governed and construed in accordance with Kenyan
law. Any disputes arising from the contents of this agreement shall aim to be resolved using the
process of arbitration as governed by the Arbitration Act, as amended from time to time.
19. Severability - If any provision of these terms and conditions is held by any competent
authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of
these terms and conditions and the remainder of the provisions, apart from the provision in question,
shall not be affected.
20. Sub-Contracting - Oncotrition Healthcare Ltd shall not sub-contract the provision of the
services without receiving the client’s prior written consent.
21. Assignment - The Customer understands and agrees that this agreement may not be assigned
without the prior written consent of Oncotrition Healthcare Ltd. Oncotrition Healthcare Ltd may
however assign this agreement without the prior written consent of the Customer.
22. Entire Agreement - This contract, and the documents referred to herein, contain the entire
agreement between the Customer and Oncotrition Healthcare Ltd and replaces all previous written
or oral agreements relating to its content.(b) The Customer agrees that: (i) it has not been induced to
enter into this contract by, nor has it relied on, any statement, representation, warranty or other
assurance not expressly incorporated herein; and (ii) in connection with this contract their only rights
and remedies in relation to any statement, representation, warranty or other assurance are for breach
of this contract and that all other rights and remedies are excluded.