The following Terms and Conditions (the “Terms”) govern your access and/or use of any of the Scale Procure-related applications, websites, content, products, software and services (the “Services”) made available by Scale Management Limited, and its representatives, affiliates, officers and directors (collectively “Scale”).
In these Terms, the words:
"including" and "include" shall mean including, but not limited to;
“RFx” shall mean a Request for Bids, Request for Quotation, Request for Proposal or an Expression of Interest published by you;
“Bids” shall mean the bid responses available on the Services and, where the context requires, the products ordered by and supplied to you;
“Territory” shall mean the countries where the Services are available.
Please read these terms carefully as they contain important information. By entering this agreement, you expressly acknowledge that you have read and understood all of the terms and have taken time to consider the consequences.
Use of the Services is conditioned on your agreement to all of the Terms contained herein and the policies and terms linked to or otherwise referenced herein (collectively, the “Agreement”). By accessing, using or receiving the Services, you expressly acknowledge and confirm your agreement to be bound by the Agreement. If you do not agree to these Terms, you may not access or use the Services. Scale may cease offering or deny access to the Services or any portion thereof, to you at any time for any reason.
Scale will notify you should the Terms or Scale policies be amended including through updating the amended Terms on its online platforms. Any such amendment will be effective upon posting of the updated Terms on the Services, and you are solely responsible for regularly reviewing the same. Your continued access or use of the Services after any such changes shall constitute your agreement to be bound by such Terms as amended.
Please refer to our Privacy Policy for information about how we collect, use, process and disclose personal information in connection with the Services.
Unless otherwise agreed by Scale in a separate written agreement with you, the Services are made available solely for your use and may not be resold to third parties.
Buyer Account
In order to use the Services, you must register an account with Scale (“Buyer Account”) and provide certain information as prompted by the applicable registration form. You represent and warrant that:
- all required registration information you submit is truthful and accurate; and
- you will maintain the accuracy of such information.
You may delete your Account at any time by following the instructions on the Services. You are responsible for maintaining the confidentiality of your Account login credentials and agree to immediately notify Scale of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. You may not authorize others to use your user status, and you may not assign or otherwise transfer your user account to any other person or entity. Scale is not liable for any loss or damage arising from your failure to comply with the above requirements.
The Services
The Scale platform enables you to source for and procure goods and services offered by independent third party providers of such goods and services in the relevant Territory.
The Services provided by Scale are for e-Procurement purposes and you acknowledge that all the Bids received through the platform are provided by independent third party Suppliers (the “Suppliers” and individually a “Supplier”).
YOU HEREBY ACKNOWLEDGE THAT YOUR ABILITY TO PURCHASE GOODS AND SERVICES FROM THIRD PARTIES THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH SCALE AS (i) AN OWNER, MANUFACTURER OR SELLER OF SUCH GOODS OR SERVICES, or (ii) AN INVOLVED PARTY IN THE TRANSACTION BETWEEN YOURSELF AND THE THIRD PARTY PROVIDER.
The inclusion of any Suppliers on the Services at a particular time does not imply or warrant that these Suppliers will be available at all times. We reserve the right to discontinue any Supplier at any time without notice. Nothing on the Services shall be construed as an endorsement by Scale of a third party provider, their Goods or their Services.
Unless otherwise agreed by Scale in a separate written agreement with you, the Services are made available solely for your organization’s use.
The Services and all rights therein are and shall remain the property of Scale or its licensors (as relevant). Neither these Terms nor your use of the Services convey or grant to you any rights:
- in or related to the Services except for the limited licence granted here below; or
- to use or reference in any manner, Scale's company names, logo, product or service names, trademarks or service marks or those of Scale’s licensors.
Preparation, Publishing and Cancellation of RFx
Each RFx shall:
- Primarily prepared and published onto the platform through the Services using your Buyer Account; and
- Specify the qualifications, experience, territory and any other details necessary for the purpose of identifying the correct Suppliers; and
- Specify the type and quantity of Goods or Services requested for and any other details necessary for the purpose of receiving the correct bid responses.
You acknowledge that the act of publishing an RFx and filling in your information on the Services amounts to a request made by you to receive quotes and bids in relation to the purchase of the stated Goods or Services. Scale may choose to verify the information provided in the published RFx to ascertain correctness and legitimacy.
Each RFx shall be deemed to be a separate request by you to receive quotes and bids in relation to the purchase of the Goods or Services on the terms of this Agreement, which Scale shall be free to unpublish or cancel at its absolute discretion.
Cancellation of an RFx that is in progress may attract cancellation fees as set out in the Services from time to time. Any cancellation of an RFx by Scale may entitle you to a refund of any amounts paid in relation to that RFx.
Bid Evaluation
Once the bid submission period lapses and the RFx is closed, you or your employee, agent or personnel must review the Bid Responses in consideration of your requirements before determining and awarding the successful bidder.
Scale is not involved and does not in any way influence or interfere with the Bid Evaluation process as conducted by Buyers using the Services. YOU HEREBY ACKNOWLEDGE THAT THE ABILITY TO RECEIVE BID RESPONSES AND RELATED COMMUNICATION THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH SCALE AS A PARTICIPANT IN THE BID EVALUATION AND THE PROCESS OF AWARDING WINNING SUPPLIERS ON THE PLATFORM.
Fulfillment of Contracts and Purchase Orders
Scale shall have no liability for any failure or delay in delivering of a Purchase Order or Contract by the Suppliers.
You acknowledge that after the Bid Evaluation and Awarding process is completed through our Platform, Scale is not party to the contracting agreement and succeeding transactions between you and the Awarded Supplier.
You hereby confirm that if you designate or permit another party to publish, evaluate and award the RFx on your or your organization’s behalf, you accept and ratify their mandate to bind your acceptance and completion of the Bid. The third party shall be responsible for evaluating the Bid Responses, reviewing the Suppliers and confirming that they are in order.
Scale does not make any representations and shall not bear any liability in relation to the bid responses. You acknowledge that your ability to procure goods and/ or services through the Services does not create any obligation for Scale in relation to the goods or services. Further, Scale bears no obligation nor liability for returns or refunds or canceled contracts or purchase orders. Returns and refunds shall be subject to the return policy(ies) of the relevant third party Supplier if any is available
Payment Terms
The use of the Services may result in charges to you (“Charges”). You understand that Charges may include other applicable fees, interest, commissions, and/or surcharges and you will be informed of the various payment options available to you in the Territory from which the Services are registered for. Charges are inclusive of taxes and levies. The Charges payable may, in part, be set by third parties and as such may be subject to change.
You hereby agree to pay the invoice amount for the services in full as per the Service Agreement for Buyers signed between yourself and Scale. Payments should be made through debit or credit card, bank transfer or mobile money transfer. Cheque payments will only be accepted if there's a prior agreement between yourself and Scale.
Scale, at its sole discretion, may make promotional offers with different features and different rates to any of our customers or groups of our customers. These may result in different amounts charged for the same or similar products or services obtained through the use of the Services. You agree that these promotional offers, unless made to you, shall have no bearing whatsoever on your contract, your use of the Services or the Charges applicable to you. Scale may use the proceeds of any Charges for any purpose, subject to any payment obligations it has agreed to with any third party providers.
Scale reserves the right to establish, remove and/or revise Charges in relation to the use of the Services, at any time and at its own discretion. You understand that Scale may also vary Charges using any criteria including without limitation, geographical location, time period or quantum of demand. We encourage you to check the Services regularly for details of Charges applicable to you.
In some instances, Charges you incur will be owed directly to third party providers and Scale will collect payment from you on behalf of such third parties as their limited payment collection agent. You understand that Scale will be under no obligation to modify the relevant portion of the Charges for services or goods provided by such third party providers, unless a formal request for modification is received from the relevant third party provider.
Scale may at any time set off any liability of the Customer to Scale against any liability of Scae to the Customer. If the liabilities to be set off are expressed in different currencies, Scale may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Scale of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise
Licence Grant & Restrictions
Subject to your compliance with these Terms, Scale hereby grants you a non‐exclusive, non‐transferable, revocable right to (a) access and use its applications and related services (the “Applications”) solely in connection with your use of the Services; and (b) access and use any content, information and related materials that may be made available through the Services solely for your personal, non-commercial use. All rights not expressly granted to you are reserved by Scale and its licensors.
You hereby agree NOT to:
- License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services;
- Remove any copyright, trademark or other proprietary notices from any portion of the Services and/or Applications;
- Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Scale;
- Attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks;
- Send or store material containing viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs;
- Interfere with or disrupt the integrity or performance of the Services or the information or data contained therein; or
- Create internet ‘links’ to, or ‘frame’ or ‘mirror’ the Services, or any portion of the Services;
- Decompile, reverse engineer or disassemble the Services except as may be permitted under applicable law;
- Build a product or service using similar ideas, features, functions or graphics of the Services;
- Copy any ideas, features, functions or graphics of the Services; or
- Cause or launch any program or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services, or which may make multiple server requests per second, or unduly burden or hinder the operation, performance and/or functionality of the Services.
Support
Users may contact Scale for any support-related issues arising from the use of the Services by following the instructions on the Services.
Representations and Warranties
By using the Services, you expressly represent and warrant that you are legally permitted to enter into this Agreement. The Services are not available to children (persons under the age of 18). By using the Services, you represent and warrant that you are at least 18 years old.
By using the Services, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by the Terms. Your access and use of the Services is for your sole, personal use. You may not authorize others to use your user status, and you may not assign or otherwise transfer your user account to any other person or entity. Notwithstanding the provisions of this clause, you shall be wholly responsible for any Bid Requests or Transactions done through your user account. When using Services you agree to comply with all applicable Laws of the Republic of Kenya. You agree to maintain accurate, complete and up-to-date information in your account. You may only access the Services using authorized means. It is your responsibility to check to ensure you download the correct software for your device. Scale is not liable if you do not have a compatible device or if you have accessed the wrong version of the platform from your device. Scale reserves the right to terminate this Agreement should you be accessing the Services with an incompatible or unauthorized device or software.
By using the Services, you agree that:
- You will not alter, modify, translate, adapt, decompile, disassemble or reverse engineer the Applications or Services, nor any part of it
- You will not send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
- You will not use the Services to cause nuisance, annoyance or inconvenience;
- You will not send or store infringing, obscene, threatening, libellous or otherwise unlawful or tortious material including material that violates third party rights;
- You will not impair the proper operation of the network;
- You will not copy, or distribute Services or other content received as a result of access or use of the Services without written permission from Scale;
- You will only use the Software and Services for your own organizational use and will not resell any portion of the Services to a third party;
- You will keep secure and confidential your account password or any identification we provide you which allows access to the Service; and
- You will provide us with whatever proof of identity we may reasonably request.
- You will cooperate with Scale and relevant authorities in all matters relating to the Services; and
- You will always act in compliance with applicable laws.
By using the Scale Procure Services with respect to eProcurement services for your organization, you agree that:
- You will only use the Services for lawful purposes; you will not use the Services for sourcing or requesting for any illegal or unlawful material or for fraudulent purposes;
- You are fully authorized to deal with the goods and/or services you are sourcing for;
- You will not use the Services with respect to the supply of any cash, cash equivalents, jewelry, illegal, stolen or smuggled goods, counterfeit goods or undeclared hazardous goods and will indemnify Scale against any liability arising from the sourcing, purchase, carriage and storage of such goods;
- You will not solicit or entice away the business of the Suppliers from Scale or the Services;
- You will only provide true and accurate information when using the Platform;
- You will not send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material including material that violates third party rights;
- You will not try to harm our agents, the Suppliers or the Services in any way whatsoever;
- You agree that Scale will not be liable for any in-transit loss, damage, theft, destruction, or delayed delivery of any goods and or services in relation to the Bids or Purchase Orders awarded through the Services.
In the event of breach on your part Scale reserves the right to immediately terminate the Agreement forthwith. Scale further reserves the right to terminate the Agreement by written notice.
Intellectual Property Ownership
Scale (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, or any intellectual property rights owned by Scale. The Scale name, Scale logo, and the product names associated with the Services are trademarks of Scale or third parties, and no right or license is granted to use them.
Third Party Interactions
The Services may be made available or accessed in connection with third party services and content that Scale does not control. During use of the Services, you may, without limitation, enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party providers; these may include but not limited to Financial Institutions or Suppliers.
You acknowledge that different terms of use, warranties, representations and privacy policies may apply to your use of such third party services and content and in no event shall Scale be responsible or liable for any representations, goods or services of such third party providers. You acknowledge that your access and use of the Services in connection with third party services may be subject to terms set forth in the applicable third party’s terms and conditions. You acknowledge that the availability of the products, goods or services of third party providers on the Services is not an endorsement of the same by Scale. You hereby further acknowledge that where third‐party providers of goods and/or services require your agreement to additional or separate terms and conditions prior to your use of or access to such goods or services, Scale will have no responsibility nor liability arising from such agreements between you and the third party providers.
Any third party interactions, and any terms, conditions, warranties or representations associated with such activity, are solely between you and the applicable third‐party. Scale and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third‐party. Scale does not endorse any sites on the Internet that are linked through the Services, and in no event shall Scale or its licensors be responsible for any content, products, services or other materials on or available from such sites or third party providers.
Scale may rely on third party advertising and marketing supplied through the Services and other mechanisms to subsidize the Services. By agreeing to these Terms you agree to receive such advertising and marketing. If you do not want to receive such advertising you should notify us in writing. Scale reserves the right to charge you a higher fee for the Services should you choose not to receive such advertisements. Scale may compile and release information regarding you and your use of the Services on an anonymous basis as part of a customer profile or similar report or analysis. You agree that it is your responsibility to take reasonable precautions in all actions and interactions with any third party you interact with through the Services.
Indemnification
You agree that you shall defend, indemnify and hold Scale, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, demands, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
- your violation or breach of any of these Terms or any applicable law or regulation, whether or not referenced herein;
- your violation of any rights of any third party, including Suppliers, Financial Institutions, logistics or courier services arranged via the Services;
- your use or misuse of the Services or services or goods obtained through your use of the Services;
- Scale’s use of your data and user content in accordance with these Terms; or
- your RFx published on the platform.
Disclaimer of Warranties
THE SERVICES ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON‐INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED BY SCALE.
SCALE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR THE PRODUCTS. SCALE MAKES NO REPRESENTATIONS OR WARRANTIES THAT
- THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR‐FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA,
- THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
- ANY STORED DATA WILL BE ACCURATE OR RELIABLE,
- THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
- ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED, OR
- THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
SCALE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY SERVICES, PRODUCTS OR GOODS SUPPLIED BY THIRD PARTIES THROUGH THE USE OF THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY THIRD PARTY SERVICES OR GOODS REMAINS SOLELY WITH YOU AND THE MANUFACTURES, WHOLESALERS, OWNERS OR SUPPLIERS AS THE CASE MAY BE .
Internet Delays
The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communication. Scale is not responsible for any delays, delivery failures, or any other liability, costs or damage resulting from such problems.
Limitation of Liability
SCALE AND/OR ITS LICENSORS SHALL NOT BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF DATA, LOST REVENUE AND/OR PROFITS, LOSS OF USE OR OTHER ECONOMIC ADVANTAGE) RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE OF SCALE, EVEN IF SCALE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SCALE AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY PROVIDER, SUPPLIER OR FINANCIAL INSTITUTION WHOSE ADVERTISING APPEARS ON THE WEBSITE OR IS REFERRED BY THE SERVICES, EVEN IF SCALE AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SCALE SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SCALE’S REASONABLE CONTROL. THE SERVICES MAY BE USED BY YOU TO CONNECT WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT SCALE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY PRODUCTS, GOODS AND/OR SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
SCALE WILL NOT BEAR NO RESPONSIBILITY NOR INCUR ANY LIABILITY TO ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTY PROVIDERS AND YOU EXPRESSLY WAIVE AND RELEASE SENDY FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY PROVIDERS. SCALE WILL NOT BE A PARTY TO DISPUTES, NEGOTIATIONS OF DISPUTES BETWEEN YOU AND SUCH THIRD PARTY PROVIDERS. UNLESS OTHERWISE AGREED TO BY YOU AND SCALE, SCALE SHALL NOT PLAY ANY ROLE IN MANAGING PAYMENTS OR ANY CONTRACTUAL OBLIGATIONS BETWEEN YOU AND THE THIRD PARTY PROVIDERS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES OFFERED VIA THE SERVICES (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH YOU. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER THE LAWS OF THE REPUBLIC OF KENYA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE).
EXCEPT AS EXPRESSLY STATED HEREIN, SCALE WILL NOT BE LIABLE TO YOU FOR ANY CLAIMS ARISING OUT OF ANY PURCHASE OR DELIVERY OF SERVICES PROCURED THROUGH THE SERVICES. IN ANY CASE, SCALE’S AGGREGATE LIABILITY SHALL IN NO EVENT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OF LIABILITY.
Notice
Scale may give notice by means of a general notice on the Services, electronic mail to your email address in your account, telephone or text message to any phone number provided in connection with your account, or by a notification message displayed on your account page. Such notice shall be deemed to have been given upon publication on the Services or upon the expiration of 12 hours after sending (if sent by email or telephone). It shall be your responsibility to keep your contact information (including email address) current and you will be deemed to have received any notice issued based on the contact information in your account, whether or not you actually receive it. You may give notice to Scale, with such notice deemed given when received by Scale, at any time through the email address support@scale.co.ke
Scale reserves the right to close or suspend your account without prior warning should you contravene any of these Terms or any future amendments and additions thereto.
Data Privacy
Scale’s collection and use of personal information in connection with the Services is described in our Data Privacy Policy the terms of which are incorporated into these Terms. Any data, including personal data, shared with Scale will be used in accordance with this Data Privacy Policy.
By accessing or using the Services, you hereby freely, unequivocally and expressly authorize Scale to receive, record, process, store and transfer your data, including personal data, in accordance with the law.
You hereby freely, unequivocally and expressly consent to the transfer of your data, including personal data, to third parties to be used for credit checks and other verification purposes.
Miscellaneous Provisions
Responsibility. If you authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Agreement with Scale and/or these Terms, you shall be deemed to have taken the action yourself.
Assignment. You may not assign these Terms without the prior written approval of Scale. Scale may assign these Terms without your consent to (a) a parent, subsidiary or affiliate; (b) an acquirer of Scale’s equity, business or assets; or (c) a successor by merger. Any purported assignment in violation of this section shall be void.
Severability. If any portion of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from these Terms, and the rest of the Terms shall remain in full force and effect.
Waivers. Any failure by Scale to enforce any right or provision of these Terms shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be acknowledged and agreed in writing.
Successors and Assigns. These Terms will be binding upon, and inure to the benefit of Scale and any contracting parties and their respective successors and assigns.
No Agency. No partnership, contract of employment, agency, joint venture or franchise relationship shall be created between you, Scale or any third party provider as a result of this Agreement or use of the Services.
No Third Party Beneficiary. You acknowledge and agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiary to any agreement entered into with Scale.
International Purchase of Goods, Export and Import Control. Services and Goods derived or obtained from the Services may be subject to Kenya import or export laws, and/or the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, to: (a) obtain any export, re‐export or import authorizations required by Kenya or your local laws; and (b) not provide services, content, or products from the Services to any prohibited countries and/or prohibited entities as identified in any Kenyan legislation.
Choice of Law. These Terms are governed by and construed in accordance with the laws of Kenya without giving effect to any conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded. Disputes under this Agreement shall be resolved primarily by amicable settlement, failing which they will be subject to the jurisdiction of the Courts of Kenya.
Confidentiality. By accessing or using the Services, you hereby agree and undertake not to disclose to any person any confidential information concerning the business, affairs, customers, data, clients of Scale and the Suppliers save as is expressly required by law. You also unequivocally agree not to use any information obtained through the Services for any purpose other than to procure goods and services from a Supplier through the Services. Any violation of this provision shall warrant a charge, for each such violation, that shall be determined by Scale in its sole discretion, bearing in mind: (1) the loss and expense occasioned by such loss; and (2) any deterrence measures Scale may wish to pursue.
Publication of Information. If you provide Scale any feedback, suggestions, or other information or ideas regarding the Service (“Feedback”), you hereby assign to Scale all rights in the Feedback and agree that Scale has the right to use such Feedback and related information in any manner it deems appropriate. Scale will treat any Feedback you provide as non-confidential and non-proprietary. You agree that you will not submit to Scale any information or ideas that you consider to be confidential or proprietary.
Non-Solicitation. You shall not, except with the prior written consent of Scale, attempt to solicit or entice away; or solicit or entice away, from the service of Scale, the services of any Supplier, for any duration of time however brief. This provision shall continue in force for one (1) year subsequent to termination of usage of the Services. In the event of a violation, you shall be liable to a penalty to be calculated as follows, for each person solicited or enticed away: the total gross revenue to Scale, for the 12 months immediately preceding the solicitation event, supplied on average by a person of the same class as the Supplier.