Terms and Conditions
Terms and Conditions
M-KOPA Product Financing Terms and Conditions
2. PAY THE CREDIT FEE
3. MODE OF PAYMENT
4. EARLY PAYMENT DISCOUNT AND OVERDUE INTEREST AMOUNT
6. PRODUCT DEACTIVATION AND CREDIT REPORTING
7. M-KOPA ADMINISTRATIVE RIGHTS OVER YOUR PRODUCT
8. INTENDED USE ONLY
9. PRODUCT ALTERATION
10. CONTACT INFORMATION
11. LOST, STOLEN OR DAMAGED PRODUCTS
12. OWNERSHIP OF THE PRODUCT
13. NO ENCUMBRANCES ON THE PRODUCT
15. INSPECTION BY M-KOPA
16. RETURN OF PRODUCT
18. M-KOPA RESPONSIBILITIES
1.1. These Financing Terms use certain capitalised terms that are also used in your Agreement. Any capitalised terms that are used in these Financing Terms and not otherwise defined have the same meaning as in the Agreement. For example, terms such as Product, Down Payment, Daily Credit Fee and Total Purchase Price have the same meaning when they are used in these Financing Terms and in your Agreement. These Financing Terms also have the following additional defined terms::
1.1.1. “Account” means the M-KOPA customer account used for purposes of receiving payment of your Down Payment and Daily Credit Fees.
1.1.2. “Additional Product” means any follow-on or upgrade product that is purchased by you.
1.1.3. “Gateway Product” means the Product initially purchased by you which may control one or more Additional Products.
1.1.4 “Product” means any product and/or service purchased from M-KOPA.
2. PAY THE CREDIT FEE
You agree to pay the Credit Fee on (or in advance at your choosing) and you agree that the Credit Fee which may be paid on daily, weekly, or monthly basis, shall be applied toward your M-KOPA loan, until you have paid the Total Purchase Price within the maximum payment period as set out in the Agreement. Further, you agree that your Credit Fee may change if you purchase Additional Products. In the event you return the Device pursuant to paragraph 16 (Return of Product), the Credit Fee is non-refundable.
3. MODE OF PAYMENT
The Down Payment and all Credit Fee payments (whether made daily, weekly, monthly or in total upfront) towards purchase of the Product and/or any Additional Product shall be made through:
In Kenya- M-PESA Pay Bill Number 333222.
In Uganda- For MTN: Dial *165#.
For Airtel- Dial *185*44#
In Nigeria- Authorized direct debit to M-KOPA
In Ghana- Dial * 718 * 287 #
No payments by cash will be accepted by M-KOPA nor should they be made under any circumstances for the purchase of any Product or the payment of the Credit Fee. Please inform M-KOPA Customer Services immediately if requested to make any cash payment.
Further, you understand that M-KOPA is providing financing for the Product. You agree and understand that a portion of the Credit Fee and the Total Purchase Price consists of costs related to the Product and costs for providing financing for the Product. You understand that you may contact M-KOPA in order to get a breakdown of these separate costs.
4. EARLY PAYMENT DISCOUNT AND OVERDUE INTEREST AMOUNT (WHERE APPLICABLE)
You understand that for every month you pay for your Product early, you will be entitled to a rebate (“Early Payment Discount”) in the monthly amount set forth in the Agreement. You further understand that for every month you are late on paying for your Product, you may be subject to an interest charge on overdue payments in the monthly amount set forth in the Agreement (the “Overdue Interest Amount”). You understand that references to Total Purchase Price means the Total Purchase Price as adjusted by the Early Payment Discount or the Overdue Interest Amount, as applicable in your Agreement.
You may be identified by M-KOPA as eligible for various promotions and offers (including but not limited to airtime and data bundles). You will receive an SMS or WhatsApp notification informing you of the available promotions and the applicable terms and conditions. Those terms and conditions will be supplemental and subject to this Credit Agreement. M-KOPA reserves the right to amend or vary the terms and conditions relating to such promotions/ offers.
6. PRODUCT DEACTIVATION AND CREDIT REPORTING
If you fail to fulfil your contractual obligations including keeping current on your Credit Fee payments, M-KOPA may deactivate your Product until you become current again in your Credit Fee payments. This could require the payment of more than one Credit Fee payment in order to unblock your Account.
If you purchase an Additional Product and fail to keep current on the Credit Fee payment for such Additional Product, M-KOPA may deactivate your Additional Product and the original Product (even if you have paid the Total Purchase Price for your original Product) until you become current again in your Credit Fee payments. This could require the payment of more than one Credit Fee payment in order to unblock your Account.
In addition, if you fail to keep current on the Credit Fee payments for the Product, your credit history may be reported to a credit reference bureau until you become current in your Credit Fee payments.
7. M-KOPA ADMINISTRATIVE RIGHTS OVER YOUR PRODUCT
You understand that M-KOPA shall have certain administration rights over your Product which will allow M-KOPA to restrict usage of and potentially disable the Product if your Credit Fee is not paid or your Account is otherwise in arrears. Further, you understand that these administration rights may be reactivated even if you have paid off the Total Purchase Price for the Product in the event that you purchase Additional Products or services from M-KOPA.
You agree not to attempt to alter the administration rights granted to M-KOPA on the Product and any attempt to do so could void the warranty of the Product and violate the intellectual property rights of M-KOPA and the relevant Product manufacturer.
8. INTENDED USE ONLY
All Products shall be used solely in accordance with the instructions provided in the relevant Product instruction manuals and Product end-user license agreements (where applicable). Further, your Product must be maintained in proper repair and working condition and you agree that if you contravene any of the instructions provided in the Product manuals, it will result in the forfeiture of the warranty of the Product.
9. PRODUCT ALTERATION
You MUST not tamper (including but not limited to altering or removing the Product serial number or other Product identification marks), open, alter the administration rights, reverse engineer, misappropriate or modify and/or use the Product(s) in any other way not authorised by M-KOPA or aid any third party to do the same. Any contravention of this condition will result in forfeiture of the Product warranty, void any right to a refund and result in a fundamental breach of the Agreement. For avoidance of doubt any tampering and /or modification of the GSM communication module in the Product(s) shall constitute willful destruction of M-KOPA’s property and may result in criminal charges and such other civil actions being brought against any person, whether you or a third party, found to have tampered and/or modified the Product(s) regardless of whether the Total Purchase Price of the Product has been paid.
10. CONTACT INFORMATION
You consent that M-KOPA will send electronic communications to the contact details provided in the Agreement. You are solely responsible for the accuracy of such information and must ensure that all contact information provided to M-KOPA is complete and accurate in order to allow M-KOPA to contact you or the Alternative Contact Person during reasonable hours regarding your M-KOPA account. You agree to inform M-KOPA of any changes to the contact information during the term of the Agreement.
11. LOST, STOLEN OR DAMAGED PRODUCTS
You agree that even if your Product gets lost or damaged out-of-warranty, that you will be responsible to pay the Credit Fee and the Total Purchase Price for your Product.
12. OWNERSHIP OF THE PRODUCT
You understand that you take ownership of the Product at purchase but that M-KOPA retains ownership of any and all intellectual property that is used to run the Product and the data generated therefrom, in both cases even after the Total Purchase Price is paid.
13. NO ENCUMBRANCES ON THE PRODUCT
You warrant and undertake not to sell and to keep the Product exempt from the claim of any other party or from legal attachment, and shall not alienate, pledge, assign or charge the Product or create any other encumbrance whatsoever nor allow any lien to arise thereon until the Total Purchase Price is paid.
You agree that you will not transfer or assign any rights or obligations under the Agreement without the prior written consent of M-KOPA. M-KOPA has the right to transfer or assign the Agreement or any right or obligation under the Agreement at any time and by the execution of the Agreement, you consent to such assignment by M- KOPA of any rights or obligations therein, provided that such transfer does not alter my rights and obligations under the Agreement to your detriment.
15. INSPECTION BY M-KOPA
You grant to M-KOPA, its employees or agents all reasonable facilities and opportunity for the inspection of the Product including but not limited to with respect to any repair services or to investigate any unauthorised uses of the Product during the term of the Agreement.
16. RETURN OF PRODUCT
Effective 1st April 2022, You may return your device if it is in good working condition to any M-KOPA’s registered offices, retail stores or qualified dealers at any time during your loan and
a. Be refunded your full deposit
b. Be released from your remaining loan obligation under the agreement.
Further, the guidance below applies:
1. This policy only applies to all new and existing solar and phone customers. ( Not Mobility)
2. If a device is returned with any missing components, the value of the components will be deducted from the value of the refund
3. The deposit will not be refunded if you have an outstanding cash loan
M-KOPA will repair or replace a Product, in accordance with the warranty terms provided by the Product manufacturer. The warranty is valid only if the Product is used as instructed and is not tampered, opened, modified and/or used in other ways not authorised by M-KOPA. The warranty period is as set out in the instruction manual for the relevant Product. M-KOPA reserves the right to accept any Product that is returned under warranty. Approval from M-KOPA’s customer service is required before a Product can be returned to an M-KOPA service center or shop for repair or replacement. Once approval has been obtained, you should return your faulty Product to the nearest M- KOPA shop or authorized service center for repairs or replacement.
18. M-KOPA RESPONSIBILITIES
- Inform of Approval
M-KOPA will communicate to you its approval or disapproval of the Agreement by SMS, email or phone call within 7 days of receiving the Agreement.
- Activate the Product
M-KOPA will ensure the Product is activated once the Down Payment is received and, thereafter, whenever your M-KOPA Account has a positive credit balance. M-KOPA shall not accept responsibility if a Product does not receive credit due to third party system or network outages which result in a failure for a device to receive credits.
- End Billing when Total Purchase Price is Paid
M-KOPA will complete billing for the Product and end further Credit Fee requirements once the Total Purchase Price of the Product is paid. M-KOPA reserves the right to reactivate and maintain the module and billing for any Additional Products that you may purchase.
- Protect Data
- Ownership of Carbon Credits
M-KOPA shall have absolute and sole ownership of the carbon credits obtained from the usage of the Product.
- Installation for Solar Products
M-KOPA shall train its agents on how to install the solar Products and shall certify that the solar Products are in good working condition upon installation with confirmation by you. Where you choose to install the solar Product on your own without the assistance of an M-KOPA certified installer, you shall be liable for any negligent handling which leads to the failure of the solar Product to perform as expected. This includes any damage or breakage suffered in the course of installation.
Any questions, complaints, claims or other communications relating to these Financing Terms should be directed to firstname.lastname@example.org
- General Provisions
No waiver of these Financing Terms by M-KOPA will be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of M-KOPA to assert a right or provision under these Financing Terms will not constitute a waiver of such right or provision. If any provision of these Financing Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision will be modified to reflect the M- KOPA’s and your intention or eliminated to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
This Agreement will be governed and construed in accordance with the applicable laws of your jurisdiction. For avoidance of doubt, any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with:
- Kenya- the laws of Kenya and the courts of Kenya shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with any such credit or its subject matter or formation (including non-contractual disputes or claims).
- Uganda- the laws of Uganda and the courts of Uganda shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with any such credit or its subject matter or formation (including non-contractual disputes or claims).
- Nigeria- the laws of Federal State of Nigeria and the courts of Nigeria shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with any such credit or its subject matter or formation (including non- contractual disputes or claims).
- Ghana – the laws of Republic of Ghana and the courts of Ghana shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with any such credit or its subject matter or formation (including non-contractual disputes or claims).
M-KOPA Standard Purchase Order Terms and Conditions
The following Standard Purchase Order Terms and Conditions (“Terms”) only apply to transactions that do not have a valid written agreement, duly executed by both parties. If there is such an agreement, then these terms shall be the terms that govern the transaction and relationship of the parties and these Terms shall have no effect.
In the absence of such valid written agreement, duly executed by both parties, then these Terms provide you (“Seller”) with the guidelines and legal stipulations of your purchase order (“Order”) with the relevant M-KOPA Group entity (as applicable, the “Purchaser”) for the goods and/or services that are described on the face of the Order. The M-KOPA Group consists of M-KOPA Holdings Limited and each of its direct and indirect subsidiaries including M-KOPA Kenya Limited, M-KOPA Uganda Limited, M-KOPA Solar Tanzania Limited, M-KOPA Hong Kong Limited, M-KOPA Ghana Limited and M-KOPA Solar Nigeria Limited.
1. ACCEPTANCE AND TERMS AND CONDITIONS
Seller accepts this Order and any amendments by signing the acceptance copy of the Order and returning it to Purchaser promptly. Even without such written acknowledgement, Seller’s full or partial performance under this Order will constitute acceptance of these Terms. By acceptance of this Order, Seller agrees to be bound by and to comply with all these Terms, which include any supplements to it, and all specifications and other documents referred to in this Order. These Terms apply to everything listed in this Order and constitute Purchaser’s offer to Seller, which Purchaser may revoke at any time prior to Seller’s acceptance. This Order is not an acceptance by Purchaser of any offer to sell, any quotation, or any proposal. Reference in this Order to any such offer to sell, quotation, or proposal will not constitute a modification of any of these Terms. Terms and conditions different from or in addition to these Terms, whether contained in any acknowledgement of this Order, or with the delivery of any goods or services under this Order, or otherwise, will not be binding on Purchaser, whether or not they would materially alter this Order, and Purchaser hereby rejects them. These Terms may be modified only by a written document signed by duly authorized representatives of Purchaser and Seller.
Time is of the essence of this Order. Purchaser may write a notice of default to Seller to (a) terminate all or any part of this Order if Seller fails to perform, or so fails to make progress as to endanger performance of this Order in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as Purchaser may authorize in writing) after receipt of notice from Purchaser specifying such failure; and (b) procure, on such terms as it will deem appropriate, goods or services similar to those so terminated. Seller will continue performance of this Order to the extent not terminated and will be liable to Purchaser for any excess costs for such similar goods or services.
As an alternate remedy, and in lieu of termination for default, Purchaser, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Order price will be negotiated. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller will promptly notify Purchaser in writing. If Seller does not comply with Purchaser’s delivery schedule, Purchaser may require delivery by the fastest way and charges resulting from the premium transportation must be fully prepaid and absorbed by Seller. The rights and remedies of Purchaser provided in this Section 2 will not be exclusive and are in addition to any other rights and remedies provided by law, at equity or under this Order.
This Order must not be filled at a price higher than shown on the face of the Order. If no price is set forth on the front of the Order, the goods or services will be billed at the price last quoted or at the prevailing market price, whichever is lower, and, in any event, goods and services ordered under this Order will not be billed at a higher price than last quoted or charged without Purchaser’s specific written authorization. The purchaser will be entitled at all times to set off any amount owed at any time by Seller or any of its affiliates to Purchaser or any of its affiliates against any amount payable at any time by Purchaser in connection with this Order. No extra charges of any kind will be allowed unless specifically agreed to in writing by the Purchaser. All applicable taxes arising out of transactions contemplated by the Order will be borne by Seller except as otherwise specified by the parties in writing. If Seller reduces its prices for such goods and/or services during the term of this Order, Seller shall correspondingly reduce the prices of goods and/or services sold thereafter to Purchaser under this Order.
4. INVOICES, PAYMENT, AND TAXES
- Invoices shall be rendered on completion of services or delivery of goods and shall contain the Purchase Order Number, item number, description of goods or services, quantities, unit prices, date(s) rendered, total purchase price and applicable taxes, including VAT. Each invoice must refer to one, and only one, purchase order.
- Payment shall be made on the terms of 100% net 30 calendar days from the date of receipt of a correct invoice. Discounts shall be separately stated on the invoice. Cash discount periods shall be computed from either the date of actual delivery of the goods or the date an acceptable invoice is received, whichever is later. All claims for money due or to become due from Purchaser shall be subject to deduction by Purchaser for any setoff or counterclaim arising out of this or any other of Purchaser’s Orders with Seller.
- When the work commissioned under this Order is to be paid for on an hourly rate basis, daily time sheets, unless otherwise agreed, shall be certified by authorized Purchaser personnel and attached to the invoice. The timesheets shall be originals or copies with an original signature. If subcontractors are used, a copy of their invoices shall always accompany the invoice issued to the Purchaser.
- Payment of an invoice does not preclude Purchaser from filing complaints about work which proves not to have been properly performed. Purchaser, at its sole discretion, may not affect any payment unless proper documents are submitted by Supplier.
All goods must be packaged in the manner specified by Purchaser and shipped in the manner and by the route and carrier designated by Purchaser. If Purchaser does not specify the manner in which the goods must be packaged, Seller shall package the goods so as to avoid any damage in transit. If Purchaser does not specify the manner of shipment, route, or carrier, Seller shall ship the goods at the lowest possible transportation rates, consistent with Seller’s obligation to meet the delivery schedule set forth in this Order.
All goods and services will be subject to inspection and test by Purchaser at all times and places, including the period of manufacture and in any event prior to final acceptance. Final acceptance or rejection of the goods or services will be made promptly and practicable after delivery except as otherwise provided in this Order, but failure to inspect and accept or reject goods or services or failure to detect defects by inspection, will neither relieve Seller from responsibility for such goods or services as they are not in accordance with this Order nor impose liabilities on Purchaser for them. Purchaser’s payment for the goods shall not constitute its acceptance of the goods. Goods rejected and goods supplied in excess of quantities ordered may be returned to the Seller at Seller’s expense. Payment, if any, made for any goods rejected hereunder shall be promptly refunded by Seller. Seller will provide and maintain an inspection and process control system acceptable to Purchaser covering the goods and services ordered. Records of all inspection work by Seller will be kept complete and available to Purchaser during the performance of this Order and for seven (7) years after Seller’s completion of this Order. If any of the goods or services are found at any time to be defective in material or workmanship, or otherwise not in conformity with the requirements of this Order, including any applicable drawings and specifications, then Purchaser, in addition to such other rights and remedies it may have by contract or by law or equity, at its sole discretion may reject and return such goods at Seller’s expense, require Seller to inspect the goods and remove nonconforming goods and/or require Seller to replace nonconforming goods or services with conforming goods or services. If Seller fails to make the necessary inspection, removal, and replacement in a time and manner satisfactory to Purchaser, Purchaser may at its option inspect and sort the goods; Seller will pay any related costs.
Seller represents and warrants that:
- All goods and services are free of any claim of any nature by any third person and that Seller will convey clear title to Purchaser.
- All services are performed in a manner acceptable in the industry and in accordance with generally accepted standards, are free from all defects, are fit for the particular purposes for which they are acquired, and are provided in strict accordance with the specifications or other requirements (including performance specifications) approved or adopted by Purchaser.
- All goods sold will be of merchantable quality, free from all defects in design, workmanship and materials, and fit for the particular purposes for which they are purchased and that the goods and services are provided in strict accordance with the specifications, samples, drawings, designs or other requirements (including performance specifications) approved or adopted by Purchaser.
- The prices for the goods or services sold to Purchaser under this Order are not less favourable than those currently extended to any other customer for the same or similar goods and/or services in equal or lesser quantities.
- Seller shall not act in any fashion or take any action that will render Purchaser liable for a violation of any applicable anti-bribery legislation (including without limitation, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 and the Kenya Bribery Act 2016), which prohibits the offering, giving, or promising to offer, give or receive, directly or indirectly, money or anything of value to any third party to assist it, them or Purchaser in retaining or obtaining business or in procuring the goods or services. Purchaser’s inspection, test, acceptance, or use of the goods shall not affect Seller’s obligations under these warranties. Seller shall replace or correct, at Purchaser’s option and at Seller’s cost, defects of any goods not conforming to these warranties. If Seller fails to correct defects in or replace nonconforming goods within ten (10) days from the date the Purchaser notifies Seller of the defect or defects, Purchaser may, on ten (10) days prior write a notice to Seller, either:
- Make such corrections or replace such goods and charge Seller for all costs incurred by Purchaser.
- Revoke its acceptance of the goods in which event Seller shall be obligated to refund the purchase price and make all necessary arrangements, at Seller’s cost, for the return of the goods to Seller. All warranties of Seller herein or that are implied by law shall survive any inspection, delivery, acceptance, or payment by Purchaser. Any attempt by Seller to limit, disclaim, or restrict these warranties or any remedies of Purchaser, by acknowledgement or otherwise, in accepting or performing this Order, will be null, void, and ineffective without Purchaser’s written consent.
Seller shall indemnify and hold Purchaser and its affiliates and its affiliates’ directors, officers, employees and agents harmless and, on Purchaser’s request, shall defend each of them from and against any or all third party claims, demands, litigation, or proceedings of whatever kind, whether based upon negligence, breach of express or implied warranty, strict liability, infringement of intellectual property rights, or any other theory, and from and against all direct, indirect, special, exemplary, incidental or consequential damages of every kind whatsoever, arising out of, by reason of, or in any way connected with the goods and/or services, the design, manner of preparation, manufacture, construction, completion, or delivery or non-delivery of any goods and/or services by Seller, any breach by Seller of any of its obligations hereunder, or any other act, omission or negligence of Seller or any of Seller’s employees, workers, servants, agents, subcontractors, or suppliers. Seller shall, on request, pay or reimburse Purchaser or any other party entitled to indemnification hereunder for all costs and expenses, including attorneys’ fees, as incurred by Purchaser or such other party in connection with any such claim, demand, litigation, proceeding, loss, or damage.
In addition, for infringement claims, Seller will, at its own expense and at Purchaser’s option, either procure for Purchaser the right to continue using the allegedly infringing item, replace it with a non-infringing equivalent, or remove it and refund the purchase price and transportation and installation costs thereof.
9. LIMITATION OF LIABILITY
Purchaser’s aggregate liability arising from or relating to this order is limited to the amount paid by purchaser for the goods and/or services. To the maximum extent allowable under applicable law, purchaser shall not be liable under this order for any special, incidental, consequential, indirect, or punitive damages including, without limitation, lost revenues even if purchaser has been advised of the possibility of such damages.
10. PURCHASER’S PROPERTY
Tangible or intangible property of any nature furnished to Seller by Purchaser or specifically paid for in whole or in part by Purchaser, and any replacements or attachments, are the property of Purchaser and, unless otherwise agreed in writing by Purchaser, will be used by Seller solely to render services or provide goods to Purchaser. Seller will not substitute any property or take any action inconsistent with Purchaser’s ownership of such property. While in Seller’s custody or control such property will be held at Seller’s risk, will be kept insured by Seller at its expense for its replacement cost with loss payable to Purchaser, and will be subject to removal at Purchaser’s written request, in which event Seller will prepare such property for shipment and redelivery to Purchaser in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Seller’s expense.
At all times Purchaser will have the right to make changes to this Order, including changes to drawings, designs, configurations, specifications, quantities, methods of shipment or packing and delivery schedules or location of delivery. If any such changes cause an increase or decrease in the cost of or the time required for the performance of any work under this Order, an equitable adjustment will be made in the contract price or delivery schedule, or both, and this Order will be modified in writing accordingly. Nothing in this Section, including any disagreement with Purchaser as to any claimed adjustment, will excuse Seller from proceeding with this Order as changed. Any claim by the Seller for adjustment under this Section 11 must be in a detailed writing and delivered to Purchaser within five (5) days after the date Seller receives notification of change. Any change will be authorized only by a duly executed amendment to this Order. Information, such as technical information or guidance provided to Seller by representatives of Purchaser, will not be construed as a change within the meaning of this Section. If Seller considers that the conduct of any of Purchaser’s employees has constituted a change under this Order, Seller will immediately notify Purchaser’s Central Procurement Office, in writing, as to the nature of the change and any proposed adjustment, which will then be subject to this Section 11.
12. COMPLIANCE WITH LAWS
Seller represents and warrants that it is in compliance with and all goods and/or services supplied hereunder have been produced or provided in compliance with the applicable provisions of all national, supranational, federal, state, local laws or ordinances and all related lawful orders, rules and regulations. Seller shall comply with any provisions, representations, or agreements, or contractual clauses required to be included or incorporated by reference or operation of law in any Order. Seller shall be required to obtain and pay for any license, permit, inspection or listing by any public body or certification organization required in connection with the manufacture, performance, completion or delivery of any good and/or service.
13. ANTI-CORRUPTION AND FRAUD AND TIP OFFS
All Seller actions related directly or indirectly to the performance of this Order will comply with all applicable anti-corruption laws. Accordingly, Seller will not offer, promise, or provide any payments, loans, gifts of money, or anything of value to secure an improper advantage or for a corrupt purpose as described in applicable law. The Purchaser has a zero-tolerance policy for corruption, bribery, facilitation payments, fraud, misappropriation of company assets or any other forms of illegal behaviour. The Seller agrees to notify the Purchaser directly at email@example.com or through the Purchaser’s Whistleblowing hotline which is managed by an independent third party by emailing M-KOPA@tip-offs.com or by using www.tip-offs.com for any known or suspected violations of any of the aforementioned.
14. Confidencial or Proprietary information
Notwithstanding any document marking to the contrary, any knowledge or information that the Seller has disclosed or may later disclose to Purchaser, and which in any way relates to the goods or services covered by this Order will not, unless otherwise specifically agreed to in writing by Purchaser, be deemed to be confidential or proprietary information, and will be acquired by Purchaser, free from any restrictions. Seller will not transmit to Purchaser any sensitive personal information, including, but not limited to, identified health information, financial information, social security numbers, biometrics or other personally identified or identifiable information of sensitivity. Seller will keep confidential any information disclosed from the Purchaser including but not limited to technical, process, economic, or other information derived from drawings, specifications and other data furnished by Purchaser in connection with this Order (in whatever form or format) and will not divulge, export, or use, directly or indirectly, such information for the benefit of any other party without obtaining Purchaser’s prior written consent. Except as required for the efficient performance of this Order, Seller will not use such information or make copies or permit copies to be made of such drawings, specifications, or other data without the prior written consent of Purchaser. If any reproduction is made with prior consent, this notice will be provided. Upon completion or termination of this Order, Seller will promptly return to Purchaser all materials incorporating any such information and any copies, except for one record copy. Seller agrees that no acknowledgement or other information concerning this Order and the goods or services provided will be made public by Seller without the prior written agreement of Purchaser.
15. PATENTS AND DATA
All records, software, files, data, reports, information, work product, notes, plans, strategies, intellectual property and other information provided by Purchaser or prepared or developed by or for Purchaser pursuant to this PO ( “Work Product”) is the property of the Purchaser and constitutes works made for hire under applicable law. Seller assigns all intellectual property rights in the Work Product to the Purchaser and agrees to complete any documents requested by the Purchaser to perfect its ownership in the Work Product. Seller waives all moral rights related to the Work Product. Seller grants to the Purchaser an unlimited, nonexclusive license to use, copy, modify or create derivative works of any materials delivered to the Purchaser which are developed prior to or outside of this Order. All materials, equipment and other information supplied to Seller by the Purchaser will remain the property of Purchaser and be returned to the Purchaser when no longer needed by Seller in the provision of services or goods and in any event upon the expiration or earlier termination of this Order.
16. WORK ON PURCHASER’S PREMISES
If Seller’s work under this Order requires Seller to be on the premises of Purchaser or at Purchaser’s direction, Seller will take all necessary precautions to prevent any injury to persons or damage to property, including following any rules, procedures or other requirements of Purchaser.
Seller will secure and maintain insurance providing sufficient coverage to comply with its obligations and duty to indemnify as required under this Order. Within five (5) days of receipt of a request from the Purchaser, Seller agrees to provide the Purchaser with a certificate of insurance evidencing the Seller’s insurance coverages.
Purchaser may terminate all or any part of this Order for convenience at any time by written notice to Seller. Upon such termination, Purchaser’s liability will be limited to reasonable termination charges mutually agreed by Seller and Purchaser, provided that Seller must specify any proposed charges in writing within fifteen (15) days after termination. This Order shall terminate automatically, without notice, if Seller becomes insolvent or the subject of any proceeding under the laws relating to bankruptcy or the relief of debtors.
- NON-ASSIGNMENT: Assignment of this Order or any interest in it or any payment due or to become due under it, without the written consent of the Purchaser, will be void. An assignment will be deemed to include not only a transfer of this Order or such interest or payment to another party but also a change in control of Seller, whether by transfer of stock or assets, merger, consolidation, or otherwise.
- All the prices are established as F.O.B. Seller and/or Origin Dock, Freight Prepaid, unless otherwise specifically provided on the front of this Order. Title and risk of loss shall not pass to Purchaser until delivery of the goods to the location designated on the face of this Order and acceptance by Purchaser. If Purchaser rightfully rejects the goods, receives a non-conforming tender, or revokes its acceptance, risk of loss and title shall be deemed to have remained with Seller. The responsibility for freight damaged merchandise will be assumed by Seller. No charges for unauthorized transportation will be allowed. Any unauthorized shipment, which will result in excess transportation charges, must be fully prepaid by the Seller. Seller will not declare any value on such materials shipped via United Parcel Service, Rail Express, Air Express, Air Freight or Parcel Post. Seller will release rail or truck shipments at the lowest released valuation permitted in the governing tariff or classification.
- ANTICIPATION OF DELIVERY SCHEDULE: Unless otherwise agreed in writing, Seller will not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Purchaser’s delivery schedule. Goods shipped to Purchaser in advance of schedule may be returned to Seller at Seller’s expense.
- SELLER’S INVENTORY:Purchaser will have no obligation to request quotations or place Orders with Seller, both of which will be in Purchaser’s sole discretion. Purchaser acting in its sole discretion will determine the actual quantity of goods or services to be purchased. The quantity of goods or services, if any, specified in forecasts supplied by Purchaser from time to time, or otherwise, is an estimate only. The seller bears sole responsibility for managing Seller’s raw material, work in process, and inventory, and Purchaser will have no liability with respect thereto (whether upon termination of this Order or otherwise) other than in connection with termination as provided in Section 16.
- FORCE MAJEURE: Purchaser may delay delivery and/or acceptance occasioned by causes beyond its control.
- REMEDIES: Each of the rights and remedies reserved to Purchaser in this Order shall be cumulative and additional to any other remedies provided in law or equity. No delay or failure by Purchaser in the exercise of any right or remedy shall affect any such right or remedy and no action taken or omitted by Purchaser shall be deemed to be a waiver of any such right or remedy.
- PUBLICITY: Seller will not use Purchaser’s name or logo in publicity, advertising, or similar activity, except with Purchaser’s prior written consent. Seller will not disclose the existence of this Order or any of its respective terms to any third party without Purchaser’s prior written consent.
- DOCUMENTATION: It is agreed that all technical documentation and other literature necessary for the proper use of the goods or services will be provided to Purchaser with the goods or services unless otherwise directed by Purchaser, and its cost is included in the price.
- GOVERNING LAW AND DISPUTES: If each of the Purchaser and the Seller is based in Kenya all claims (contract, tort, or otherwise) arising out of or relating to any Agreements will be governed by and construed in accordance with the laws of Kenya, excluding any choice of law rule thereof that would direct the application of the laws of another jurisdiction and Seller agrees that the courts of Kenya will have exclusive jurisdiction about any proceedings arising out of any agreement initiated by the Seller and further agrees that the Buyer will have the right to initiate proceedings arising out of or about any Agreement in any court having competent jurisdiction.
If each of the Purchaser and the Seller is based in Uganda all claims (contract, tort, or otherwise) arising out of or relating to any Agreements will be governed by and construed in accordance with the laws of Uganda, excluding any choice of law rule thereof that would direct the application of the laws of another jurisdiction and Seller agrees that the courts of Uganda will have exclusive jurisdiction about any proceedings arising out of any agreement initiated by the Seller and further agrees that the Buyer will have the right to initiate proceedings arising out of or about any Agreement in any court having competent jurisdiction.
If each of the Purchaser and the Seller is based in Tanzania all claims (contract, tort, or otherwise) arising out of or relating to any Agreements will be governed by and construed in accordance with the laws of Tanzania, excluding any choice of law rule thereof that would direct the application of the laws of another jurisdiction and Seller agrees that the courts of Tanzania will have exclusive jurisdiction about any proceedings arising out of any agreement initiated by the Seller and further agrees that the Buyer will have the right to initiate proceedings arising out of or about any Agreement in any court having competent jurisdiction.
If each of the Purchaser and the Seller is based in Nigeria all claims (contract, tort, or otherwise) arising out of or relating to any Agreements will be governed by and construed in accordance with the laws of Nigeria, excluding any choice of law rule thereof that would direct the application of the laws of another jurisdiction and Seller agrees that the courts of Nigeria will have exclusive jurisdiction about any proceedings arising out of any agreement initiated by the Seller and further agrees that the Buyer will have the right to initiate proceedings arising out of or about any Agreement in any court having competent jurisdiction.
If each of the Purchaser and the Seller is based in Ghana all claims (contract, tort, or otherwise) arising out of or relating to any Agreements will be governed by and construed in accordance with the laws of Ghana, excluding any choice of law rule thereof that would direct the application of the laws of another jurisdiction and Seller agrees that the courts of Ghana will have exclusive jurisdiction about any proceedings arising out of any agreement initiated by the Seller and further agrees that the Buyer will have the right to initiate proceedings arising out of or about any Agreement in any court having competent jurisdiction.
If each of the Purchaser and the Seller is based in Hong Kong all claims (contract, tort, or otherwise) arising out of or relating to any Agreements will be governed by and construed in accordance with the laws of Hong Kong, excluding any choice of law rule thereof that would direct the application of the laws of another jurisdiction and Seller agrees that the courts of Hong Kong will have exclusive jurisdiction about any proceedings arising out of any agreement initiated by the Seller and further agrees that the Buyer will have the right to initiate proceedings arising out of or about any Agreement in any court having competent jurisdiction.
In all other circumstances, all claims (contract, tort, or otherwise) arising out of or relating to any agreements will be governed by and construed in accordance with the laws of England and Wales, excluding any choice of law rule thereof that would direct the application of the laws of another jurisdiction. Seller agrees that English courts will have exclusive jurisdiction about any proceedings arising out of or about any agreement initiated by Purchaser. The purchaser will have the right to initiate any proceedings arising out of or about any Agreement in any court having jurisdiction.
- SURVIVAL: Seller’s obligations under Sections 7, 8, 9, 13, 14, 15, 17 and 19 (f), (g), (i), (j), (k), (l), (m), and (o) will survive any termination of this Order.