SERVICE AGREEMENT
(“Agreement”)
This Service Agreement (“Agreement”) is made and entered into by and between Kenya Coffee School (“Company”) and the individual or entity accepting this Agreement (“Client”). By accessing or receiving the Company’s services, the Client agrees to be bound by the terms and conditions of this Agreement. Capitalized terms not otherwise defined herein have the meanings given in Section 12.
1. Services & License to Use Materials
1.1 License to Use Services. Subject to the terms of this Agreement, the Company grants the Client a non-exclusive, non-transferable, revocable right to access and use the educational, consulting, training and associated services (the “Services”) provided by the Company for the Client’s internal use and pursuant to the scope defined in a Service Order or Proposal executed by both parties.
1.2 Restrictions. The Client shall not:
(a) permit third-parties to use the Services or materials without the Company’s prior written consent;
(b) copy, modify, reverse engineer, decompile, disassemble or create derivative works from the Company’s proprietary training content or materials;
(c) use the Services in a way that violates any applicable law, regulation or the rights of any third party;
(d) circumvent, disable or interfere with any security or technical measures associated with the Services.
1.3 Client Responsibilities. The Client shall ensure authorized users use unique login credentials, remove access promptly when no longer authorised, and notify the Company of any suspected unauthorized access. The Client shall use the Services only for the purpose described in the Service Order and in full compliance with applicable laws, including data protection laws.
2. Ownership & Reservation of Rights
2.1 Company Intellectual Property. The Company retains all rights, title and interest in and to the Services, the training content, materials, tools, methodologies and all intellectual property rights therein (collectively, “Company IP”). Except for the license granted in Section 1, no other rights are conveyed to the Client.
2.2 Client Data. The Client may provide certain data, materials or information (“Client Data”) to the Company in order to enable provision of the Services. The Client retains ownership of its Client Data; the Company may use it only as permitted under this Agreement.
2.3 No Transfer. The Client may not assign or transfer the rights or obligations under this Agreement without the Company’s prior written consent (except as permitted under Section 9.5).
3. Fees, Payment & Taxes
3.1 Fees. The Client shall pay the fees set out in the applicable Service Order or Proposal. Unless otherwise agreed, payment is due within thirty (30) days of invoice. The Company may suspend Services if payment is overdue.
3.2 Taxes. The Client is responsible for all taxes, duties or levies arising from the Services (other than taxes based on the Company’s net income). If the Company is required by law to withhold any tax on the Client’s behalf, the amount withheld shall be an additional sum due from the Client.
3.3 Late Payment / Account Maintenance. If the Client fails to provide required tax or billing information, the Company may charge a monthly fee for account maintenance or withhold payment of new services until compliance.
4. Term & Termination
4.1 Term. This Agreement commences on the Effective Date (as set out in the Service Order) and continues for the duration stipulated in the Service Order, unless earlier terminated.
4.2 Termination for Cause. Either Party may terminate this Agreement if the other Party breaches a material term and fails to cure the breach within ten (10) days of written notice. The Company may terminate immediately for a repeated or incurable breach.
4.3 Termination Without Cause. Either Party may terminate this Agreement without cause by giving thirty (30) days prior written notice to the other Party.
4.4 Effect of Termination. Upon termination or expiry, the Client shall cease using the Services and return or destroy (as requested) all Company proprietary materials. Sections dealing with confidentiality, indemnity, and limitations of liability shall survive termination.
5. Representations & Warranties
5.1 Disclaimer of Warranties. The Services are provided “as is” and the Company disclaims all warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, availability or non-infringement.
5.2 Client Warranties. The Client represents and warrants that:
(a) it has full capacity and authority to enter into this Agreement;
(b) the performance of its obligations under this Agreement does not conflict with any other agreement or legal requirement;
(c) it will comply with applicable laws (including data protection laws) and use the Services as permitted; and
(d) any data or materials it provides to the Company do not infringe third-party rights.
6. Confidentiality & Personal Data
6.1 Confidential Information. Each Party (the “Receiving Party”) shall keep confidential all proprietary or confidential information (the “Confidential Information”) of the other Party (the “Disclosing Party”) and only use it for the purposes of performing this Agreement.
6.2 Legal Obligation. If the Receiving Party is required by law or regulation to disclose Confidential Information, it shall (to the extent legally permissible) give advance written notice to the Disclosing Party and take reasonable steps to limit disclosure.
6.3 Survival. The obligations under this Section shall survive termination or expiry of this Agreement until such time as the Confidential Information becomes publicly known without breach of this Agreement.
6.4 Personal Data. To the extent the Company processes personal data on behalf of the Client, the Parties agree to execute a data-processing addendum reflecting applicable Kenyan and international data protection laws (such as the Data Protection Act 2019) and privacy requirements.
7. Indemnity
7.1 Company Indemnity. The Company shall indemnify, defend and hold the Client harmless from and against any losses, costs, liabilities and expenses arising from the Company’s breach of applicable data protection laws in respect of personal data it processes for the Client.
7.2 Client Indemnity. The Client shall indemnify, defend and hold the Company harmless from and against any losses, costs, liabilities and expenses arising from: (a) the Client’s breach of applicable law or this Agreement; (b) the Client’s breach of confidentiality obligations; (c) the Client’s infringement of third-party rights in connection with its use of the Services or Client Data.
7.3 Procedure. The indemnified Party shall give prompt written notice of any claim, allow the indemnifying Party to manage the defence or settlement (provided no admission of liability by the indemnified Party), and provide reasonable cooperation (at the indemnified Party’s cost) in the defence.
8. Limitations of Liability
8.1 Excluded Liability. Except as otherwise expressly provided in this Agreement, neither Party shall be liable for: (a) indirect, special, incidental, punitive or consequential losses or damages (including loss of profits, revenue or goodwill); (b) any loss that was not reasonably foreseeable at the time of entry into this Agreement.
8.2 Aggregate Cap. The Company’s aggregate liability under or in connection with this Agreement (whether in contract, tort or otherwise) shall not exceed the total amount of fees paid by the Client to the Company under the applicable Service Order in the twelve (12) months preceding the event giving rise to liability.
8.3 Allocation of Risk. The Parties acknowledge that the limitations set forth in this Section are an agreed allocation of risk, and these survive termination of this Agreement.
9. Miscellaneous
9.1 Independent Contractor Relationship. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employer-employee or agency relationship.
9.2 Governing Law & Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Kenya. Each Party submits to the exclusive jurisdiction of the Kenyan courts in respect of any disputes arising under this Agreement.
9.3 Entire Agreement. This Agreement (together with any Service Order, Proposal and data-processing addendum) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals or communications, whether written or oral.
9.4 Amendments. The Company may amend the terms of this Agreement by giving written notice to the Client. If the Client continues to use the Services after the amendment becomes effective, the Client is deemed to accept the amendment.
9.5 Assignment. The Client may not assign or transfer its rights or obligations under this Agreement without the Company’s prior written consent. The Company may assign this Agreement to an affiliate or successor without the Client’s consent.
9.6 Notices. Notices shall be in writing and delivered to the other Party via email (to the address on record) or by registered mail/courier to the address specified in the Service Order. Notices are effective upon receipt.
9.7 Severability. If any provision of this Agreement is held invalid or unenforceable in any jurisdiction, it will be reformed to the minimum extent required and the remaining provisions will remain in full force and effect.
9.8 Waiver & Remedies. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. No delay or failure to exercise a right constitutes a waiver of that right.
9.9 Electronic Signatures. The Parties agree that this Agreement, the Service Order and related documents may be executed and delivered by electronic signature and that electronic delivery of notices and records shall be valid.
9.10 Definitions. The following capitalized terms have the meanings set out below:
(a) “Confidential Information” means all information disclosed by one Party to the other that is marked or otherwise identified as confidential or that reasonably should be understood to be confidential, including but not limited to business plans, financials, methods, processes, lists, intellectual property rights, client data, training materials and software.
(b) “Client Data” means any information or materials provided by the Client to the Company for use in the Services or any data collected by the Company in performing the Services for the Client.
(c) “Effective Date” means the date the Client signs the Service Order or otherwise begins using the Services.
(d) “Service Order” means a written order or proposal executed by both Parties and referencing this Agreement, specifying the scope of Services, fees, term and other details.
(e) “Services” means the training, consulting, educational programmes, workshops, materials, content and related services to be provided by the Company as described in the applicable Service Order.
(f) “Term” means the duration of this Agreement as set forth in the Service Order (unless terminated earlier under Section 4).
(g) Other capitalized terms shall have the meanings given to them in the relevant Service Order or as defined in this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
For Kenya Coffee School
Name: ____________________
Title: ____________________
Date: ____________________
For Client
Name: ____________________
Title: ____________________
Date: ____________________
