Terms Of Contract
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By signing below, I hereby acknowledge that I have completely read and fully understand the the above terms. I also affirm the truth of the following:
I. The Parties. This Service Contract (“Agreement”) made this 1
st day of February, 2021
(“Effective Date”), is by and between:
KSK Kreatives Limited, of Entebbe, Uganda (“Service Provider”),
AND
MPVidz Productions Limited, of Kigali, Rwanda (“Client”),
Service Provider and Client are each referred to herein as a “Party” and, collectively, as the
“Parties.”
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and
agreements contained herein, the Client hires the Service Provider to work under the terms
and conditions hereby agreed upon by the Parties:
II. The Service. The Service Provider agrees to: Design, Host and Maintain a Website
(KSK Website Project, Category II) for the Client.
Hereinafter known as the “Service”.
Service Provider shall provide, while providing the Service, that he/she/they shall comply
with the policies, standards, and regulations of the Client, including State laws and to the
best of their abilities.
III. Project Term. The Project Term of this Agreement shall commence on 1
st February
2021 and terminate on, or before, 18th April 2021.
Whereas the Service is a long-term engagement, particularly and without limitation to
maintenance of the completed Website, the Project Term herein highlighted refers to the
amount of time the Service Provider has to complete the Website Design and Host phase.
IV. Service Term. The Service Term of this Agreement shall consequently commence on
1
st February 2021, and automatically renew annually, unless otherwise the Parties mutually
agree to terminate this arrangement. The Service Term herein highlighted refers to the
indeterminate amount of time the Service Provider has to maintain the completed Website.
V. Payment Amount. The Client agrees to pay annually the Service Provider the
compensation for the Service performed under this Agreement, amounting to RWF 115,000
only (One hundred fifteen thousand Rwandan Francs only).
Hereinafter known as the “Payment Amount”.
Whereas the Payment Amount hereabove quoted is heavily subsidized, the purpose of
which is to foster a long-term relationship between the Parties where the Client entrusts the
Service Provider with the responsibility of maintaining the completed Website at a
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subsidized annual fee above specified for a period of at least 5 (five) years, the Parties can
always mutually agree to adjust this term as and when necessary.
VI. Payment Method. The Client shall pay the Payment Amount, in full or in pre-determined
proportions, by cash or by mobile money transfer (whichever option is most convenient to
the Client), to our KSK Representative hereinafter known as the “Representative” (details
given here below), not later than 14 (fourteen) days after the Representative has furnished
the Client with the KSK Authorized Invoice hereinafter known as the “Invoice”, after which
payment, the Representative will furnish the Client a KSK Authorized Receipt, as a means
to confirm the transaction.
Hereinafter known as the “Payment Method”. The Payment Amount and Payment Method
collectively shall be referred to as “Compensation”.
The Representative Details:
Mobile Money Details (MTN Rwanda)
Full Name: Andrew Israel Kazibwe
Mobile Money Account Number: +250783866146
VII. Retainer. Upon acceptance of this contract by the Client, the Representative will
immediately furnish the Client with the Invoice requesting the Client to pay a retainer in the
amount of at least RWF 34,500 only (Thirty-four thousand and five hundred Rwandan
Francs only) to the Service Provider as an advance, and a means to confirm the project
(“Retainer”). Retainer is Non-Refundable, as it will, immediately upon receipt thereof, be
used by the Service Provider to facilitate the hosting of the Website, first and foremost.
VIII. Full Settlement. Upon completion of the Website by the Service Provider, the
Representative will immediately furnish the Client with the Invoice requesting the Client to
clear the outstanding part of the Compensation for the Service, after which the Service
Provider will officially handover the completed Website to the Client.
IX. Instalment and Accelerated Payments. In order to make it easy for the Client to pay
the Service Provider the Compensation for the Service provided, the window for instalments
and accelerated payments is open, for as long as all other terms and conditions are
observed. Instalment and Accelerate Payment herein highlighted respectively refers to a
partial payment (at least 25% of the amount outstanding), and full payment, of the
Compensation for the Service.
X. Inspection of Services. Any Compensation shall be subject to the Client inspecting the
completed Services of the Service Provider. If any of the Services performed by the Service
Provider pursuant to this Agreement are defective or incomplete, the Client shall have the
right to notify the Service Provider, at which time the Service Provider shall promptly correct
such work within a reasonable time.
XI. Time is of the Essence. Service Provider acknowledges that time is of the essence in
regard to the performance of all Services.
XII. Mode of Communication. The mode of communication will be concurrently through
WhatsApp, Email and/or Direct Phone Calls, as and when the Parties deem fit.
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XIII. Confidentiality. Service Provider acknowledges and agrees that all data and
information related to the Client’s business is confidential (“Confidential Information”).
Therefore, except for disclosures required to be made to advance the business of the Client
and information which is a matter of public record, Service Provider shall not, during the
term of this Agreement or after its termination, disclose any Confidential Information for the
benefit of the Service Provider or any other person, except with the prior written consent of
the Client.
a.) Return of Documents. Service Provider acknowledges and agrees that all originals
and copies of records, reports, documents, lists, plans, memoranda, notes, and
other documentation related to the business of the Client containing Confidential
Information shall be the sole and exclusive property of the Client and shall be
returned to the Client upon termination of this Agreement or upon written request of
the Client.
b.) Injunction. Client agrees that it would be difficult to measure damage to the Client’s
business from any breach by the Service Provider under this Section; therefore, any
monetary damages would be an inadequate remedy for such breach. Accordingly,
the Service Provider agrees that if he/she/they should breach this Section, the Client
shall be entitled to, in addition to all other remedies it may have at law or equity, to
an injunction or other appropriate orders to restrain any such breach, without
showing or proving actual damages sustained by the Client
c.) No Release. Service Provider agrees that the termination of this Agreement shall
not release him/her/they from the obligations in this Section.
XIV. Independent Contractor Status. Service Provider acknowledges that he/she/they are
an independent contractor and not an agent, partner, joint venture, nor an employee of the
Client. Service Provider shall have no authority to bind or otherwise obligate the Client in
any manner, nor shall the Service Provider represent to anyone that it has a right to do so.
Service Provider further agrees that in the event the Client suffers any loss or damage as a
result of a violation of this provision, the Service Provider shall indemnify and hold harmless
the Client from any such loss or damage.
XV. Successors and Assigns. The provisions of this Agreement shall be binding upon and
inured to the benefit of heirs, personal representatives, successors, and assigns of the
Parties. Any provision hereof which imposes upon the Service Provider or Client an
obligation after termination or expiration of this Agreement shall survive termination or
expiration hereof and be binding upon the Service Provider or Client.
XVI. Default. In the event of default under this Agreement, the defaulted Party shall
reimburse the non-defaulting Party or Parties for all costs and expenses reasonably
incurred by the non-defaulting Party or Parties in connection with the default, including,
without limitation, attorney’s fees. Additionally, in the event a suit or action is filed to enforce
this Agreement or with respect to this Agreement, the prevailing Party or Parties shall be
reimbursed by the other Party for all costs and expenses incurred in connection with the suit
or action, including, without limitation, reasonable attorney’s fees at the trial level and on
appeal.
XVII. No Waiver. No waiver of any provision of this Agreement shall be deemed or shall
constitute a continuing waiver, and no waiver shall be binding unless executed in writing by
the Party making the waiver.
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KSK Kreatives Ltd.
IT Solutions Division
P O Box 10873
Kampala, Uganda
3
rd Floor, Abaita Ababiri Complex
Entebbe, Uganda
www.kskkreatives.com
projects@kskkreatives.com
XVIII. Governing Law. This Agreement shall be governed by and shall be construed in
accordance with the laws in the Republic of Uganda.
XIX. Severability. If any term, covenant, condition, or provision of this Agreement is held by
a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the
provisions shall remain in full force and effect and shall in no way be affected, impaired, or
invalidated.
XX. Provision for Continuous Improvement. Information Technology (IT) is an active
living thing, which radically evolves every time. In this regard therefore, the Service Provider
hereby, save for some custom-made website designs, reserves the rights to change, wholly
or partially, the Website design, if the Service Provider deems that such a change is
necessary to ultimately improve the quality of its services, and doing so with or without prior
notice to the Client.
XXI. Other Services. The Parties understand that, apart from the services highlighted in the
Service package of this Agreement, the Client may need other services from the Service
Provider during the execution of the project, and after its completion, and that such
additional services shall be handled discretely.
XXII. Entire Agreement. This Agreement constitutes the entire agreement between the
Parties to its subject matter and supersedes all prior contemporaneous agreements,
representations, and understandings of the Parties. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing by all Parties.
IN WITNESS WHEREOF, the Parties hereto agree to the above terms and have caused
this Agreement to be executed in their names by their duly authorized officers.
