Master Terms Agreement

These Master Terms (“Terms”) govern the Customer’s access and use of Laboremus’ SaaS Services as defined below. “Provider” means Laboremus Uganda Limited and all entities with all rights and obligations with respect to Services.

DEFINITIONS

“Affiliate” means any entity that from time to time is directly or indirectly controlled by the Provider or Customer such that “control” means the power to direct or cause the direction of the management or policies of such entity, whether through ownership of voting securities, by contract or otherwise.

“Agreement” means each Ordering Document, any applicable incorporated documents, and these Terms.

“Services” means Hosted Services, software-as-a-service as well as any services supplied by the Provider under the Agreement that are detailed in the applicable Ordering Document.

“Ordering Document” means an order form, order confirmation, statement of work or similar agreement issued by the Provider that lists or describes the Services to be supplied by the Provider.

1.      INDEPENDENT CONTRACTOR

Neither Party shall at any time represent or hold itself out as having any apparent or express authority to incur any debt or liability for or on behalf of the other, and at no time, without the express written authorization of the other, shall it so incur any such indebtedness for or on behalf of the other. It is understood and agreed that this Agreement shall not be construed as an employment agreement and, further, that no representations shall be made, or acts taken by either Party which could establish any apparent relationship of agency, joint venture, or partnership, and neither Party shall be bound in any manner whatsoever by any agreements, warranties or representations made by the other. This Agreement is merely a relationship that exists between independent contractors with neither Party being able to commit the other.

2.     ASSIGNMENT

Each Party shall not assign this Agreement or any interest thereunder without the express written consent of the other Party. This Agreement may be assigned by any of the Parties in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Not withstanding the foregoing, if a Party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favour of, a direct competitor of the other Party, then such other Party may terminate this Agreement upon written notice.  In the event of such termination, the Provider shall refund the Customer any prepaid fees covering the remainder of the term for the period after the effective date of such termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

3.     INTELLECTUAL PROPERTY RIGHTS

The Software and the Intellectual Property Rights therein or relating thereto are and shall remain the exclusive property of the Provider and no title to these shall pass to the Customer or to its End Customers. 

The Customer shall notify the Provider immediately if it becomes aware of any unauthorized use of any of the Intellectual Property Rights and shall assist the Provider, at the Provider’s expense, in taking all steps to protect or defend the Provider’s rights therein.

The Customer shall not at any time expressly or implicitly claim any right, title or interest in the Software nor pretend to acquire or have acquired any Intellectual Property Right in the Software from a third Party. The provisions of this Section shall survive the termination for any reason of this Agreement.

 Each Party allows the other to display its trademarks and/or brand name as a recipient of each other’s software, products, or services, as shall be necessary for the proper marketing of their products.

Each Party undertakes not to use the other’s Trademarks and brand names or any imitations or parts thereof, or any confusingly similar name or trademark, as a trade name or as part or all of a corporate, commercial or business name. 

Each Party undertakes to actively respond to requests made by the other Party for reasonable use or advertising in connection with the cooperation here under. Each Party acknowledges that the use of  the other’s trademark, brand or trade name in any commercial advertising activity without other Party’s prior written consent, and fabrication of any cooperation or exaggeration of the scope, content, effect, scale or extent of cooperation hereunder shall constitute a breach of this Agreement and may constitute an act of unfair competition due to false advertising, in which case the affected Party shall reserve the right to hold the other legally liable.

4.     PERSONAL DATA PROTECTION

The Customer shall take all appropriate technical and organisational security measures to ensure that any personal data is protected against loss, destruction, and damage, and against unauthorized access, use, modification, disclosure or other misuse.

The Customer shall take reasonable steps to identify all reasonably foreseeable internal and external risks posed to data under its possession or control and establish and maintain appropriate safeguards against any risks identified. The safeguards shall be updated continually in response to new risks or deficiencies in previously implemented safeguards.

The Customer shall (and shall ensure that its employees, agents, and subcontractors shall) in respect of data:

(i)     not process any data for any purpose other than to the extent necessary to provide the Services under this Agreement;

(ii)   at all times strictly comply with all the provisions and requirements of the Standard Contractual Clauses (Schedule II) which may be amended from time to time;

(iii)  comply with any request made or direction given by the Provider in connection with the requirements of any applicable data protection laws;

(iv)  not do or permit anything to be done which might jeopardize or contravene any data protection laws;

(v)   immediately notify the Provider when it becomes aware of a breach of this clause.

5.     MUTUAL INDEMNIFICATION AND LIMITATION OF LIABILITY

·       INDEMNIFICATION BY THE PROVIDER

Laboremus shall defend The Customer against any claim, demand, suit or proceeding made or brought against the Customer by a third Party alleging that the Software infringes or misappropriates such third Party’s intellectual property rights (a “Claim Against The Customer”), and shall indemnify the Customer from any non-consequential damages, attorney fees and costs finally awarded against the Customer as a result of, or for amounts paid by the Customer under a settlement approved by the Provider in writing of, a Claim against The Customer, provided The Customer:

(a) promptly gives the Provider written notice of the Claim Against the Customer,

(b)gives the Provider sole control of the defense and settlement of the Claim against The Customer (except that Laboremus may not settle any Claim Against the Customer unless it unconditionally releases the Customer of all liability), and

(c)  gives the Provider all reasonable assistance, at the Provider’s expense. 

If the Provider receives information about an infringement or misappropriation claim related to the Software, the Provider may in its discretion and at no cost to the Customer:

(i)               modify the Software so that they are no longer claimed to infringe or misappropriate,

(ii)              obtain a license for the Customer’s continued use of that Software in accordance with this Agreement.

The above defense and indemnification obligations do not apply if:

(a)  the allegation does not state with specificity that the Software is the basis of the Claim Against the Customer;

(b)  a Claim against the Customer arises from the use or combination of the Software or any part thereof with software, hardware, data, or processes not provided by Laboremus, if the Software or use thereof would not infringe without such combination.

(c)  a Claim against the Customer arises from content, a non-Laboremus Application or The Customer’s breach of this Agreement, the Documentation or applicable Proposals.

·       INDEMNIFICATION BY CUSTOMER

The Customer shall defend the Provider and its Affiliates against any claim, demand, suit or proceeding made or brought against the Provider by a third party alleging (a) that any Customer Data or Customer’s use of Customer Data with the Services, (b) a Non-Laboremus Application provided by Customer, or (c) the combination of a Non-Laboremus Application provided by Customer and used with the SaaS Services, infringes or misappropriation such third party’s intellectual property rights, or arising from Customer’s use of the Services in an unlawful manner or in violation of the Agreement, the Documentation, or Proposal (each a “Claim Against the Provider”), and shall indemnify the Provider from any damages, attorney fees and costs finally awarded against the Provider as a result of, or for any amounts paid by the Provider under a settlement approved by Customer in writing of, a Claim Against the Provider, provided Laboremus (a) promptly gives Customer written notice of the Claim Against the Provider, (b) gives Customer sole control of the defense and settlement of the Claim Against the Provider(except that Customer may not settle any Claim Against the Provider unless it unconditionally releases the Provider of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against the Provider arises from Laboremus’ breach of this Agreement, the Documentation, or applicable Proposals.

6.     LIMITATION OF LIABILITY

In no event shall either Party be liable for special, punitive, exemplary, or consequential damages arising out of or in connection with this Agreement or the performance or non-performance of obligations undertaken in this Agreement.  Except as otherwise provided in this Agreement, neither Party makes any warranty, express or implied, with respect to the services rendered by itself, its servants or agents, or the results obtained from their work, including, without limitation, any implied warranty of merchantability, non-infringement, or fitness for a particular purpose.

Each Party states that none of their subsidiaries, affiliates, directors, officers, or employees, or any of their agents or representatives, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any "government official"(including any officer or employee of a government or government-owned or controlled entity or of a public international organisation, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political Party or Party official or candidate for political office) to influence official action or secure an improper advantage; and the Customer and its subsidiaries, and to the Customer’s knowledge, its affiliates have conducted their businesses in compliance in all material respects with applicable anti-corruption laws and have instituted and maintain and shall continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.

7.    NON-RECRUITMENT CLAUSE

Each Party’s staff, employees and subcontractors constitute important resources. The Parties shall not directly or indirectly solicit or entice away (or seek or attempt to entice away) any directors, staff, employees, or subcontractors for purposes of the employee concerned terminating their position or ending their relationship with either respective Party during the period of this agreement as well as for one year after it has ceased.

8.     WAIVER AND DISCLAIMERS

Neither Party shall not be deemed to have waived any of the terms, conditions, or provisions of this Agreement unless same shall be in writing, and no such waiver shall constitute a waiver of any subsequent occurrence of the same or similar act or omission, or of any other act or omission which may constitute a breach of this Agreement.

Except as expressly provided herein, neither Party makes any warranty of any kind, whether express, implied, statutory, or otherwise, and each Party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.

9.     CONSTRUCTION AND SEVERABILITY

Any provision of this Agreement (or portion thereof) which is deemed invalid, illegal, or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this section, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction.

If any covenant should be deemed invalid, illegal, or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal, and enforceable. No waiver of any provision or violation of this Agreement by the either Party shall be implied to such Party’s forbearance or failure to take action. 

10.   CONFIDENTIALITY

“Confidential Information” means all information disclosed by a Party (“Disclosing Party”)to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of the Provider includes the Services, and the terms and conditions of this Agreement and all Proposals (including pricing).Confidential Information of each Party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party.

However, Confidential Information does not include any information that

(i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party,

(ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party,

(iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or

(iv) was independently developed by the Receiving Party.

·    PROTECTION OF CONFIDENTIAL INFORMATION. 

As between the Parties, each Party retains all ownership rights in and to its Confidential Information.  The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to

(i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and

(ii) except as otherwise authorized by the Disclosing Party inwriting, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.

Neither Party will disclose the terms of this Agreement to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent, provided that a Party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance.

Notwithstanding the foregoing, the Provider may disclose the terms of this Agreement and any applicable Proposal to a subcontractor or Non- Laboremus Application Provider to the extent necessary to perform the Provider’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.

·       COMPELLED DISCLOSURE.  

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. 

11.    ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement of the Parties and supersedes any and all prior agreements, arrangements, undertakings, representations or warranties regarding the subject matter hereof.

12.   AMENDMENT OF AGREEMENT

This Agreement may be modified or amended with the written consent of the Parties, such that consent shall not be unreasonably withheld.

13.   ACKNOWLEDGEMENT

The Customer agrees and acknowledges that they have had an opportunity to consider each, and every provision contained in this Agreement and has had an opportunity to seek independent legal advice with respect to each and every provision of this Agreement and hereby agrees that all provisions of this Agreement are reasonable and valid and all defense to the strict enforcement thereof by Laboremus are hereby waived by The Customer.

14.   DISPUTE RESOLUTION, GOVERNING LAW, AND JURISDICTION

The law that shall apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit shall be in accordance with the laws of Uganda.

This Agreement shall be governed by the law of Uganda and any dispute arising under this Agreement shall in the first instance be resolved by amicable settlement between the Parties.

Any dispute, controversy, difference, or claim arising out of or relating to this Agreement that cannot be settled by negotiation shall within thirty (30) working days following the date on which such notice of the dispute is given shall be submitted to arbitration.

The arbitration shall be conducted at the International Centre for Arbitration and Mediation in Kampala in accordance with its arbitration rules that can be found here: https://icamek.org/index.php/icamek-arbitration-rules/

The place of arbitration shall therefore be Kampala and the language of arbitration shall be English.

15.   NOTICES

All notices in connection with this Agreement shall be addressed preferably by email:

·   IF TO LABOREMUS

Physical Address: Plot57B Luthuli Avenue, Bugolobi, Kampala, Uganda

Attention: Isabel Twongyeirwe

Email Address: isabel@laboremus.ug cc: frieda@laboremus.ug 

16.   FORCE MAJEURE

Neither Party shall be liable for failure to meet its contractual obligations due to Force Majeure.

Force Majeure impediment is taken to mean unforeseen events, which occur after signing this Agreement including but not limited national health crisis, pandemic, war, natural disaster or acts of God which prevents or delays the contractual Party from fulfilling its obligations, without it being able to prevent or remove the impediment at reasonable cost.

In the event that a Force Majeure leads to strikes, blockage, mobilization, license by Government or other stipulations of restrictions by the Government authorities occur then the Parties shall be notified due to reason of such.

The Party involved in a case of Force Majeure shall immediately take reasonable steps to limit the consequence of such an event.

The Party who wishes top lead Force Majeure is under obligation to inform the other Party in writing without delay, of the event, of the time it began and its probable duration. The moment of cessation of the event shall also be reported in writing.

The Party who has pleaded an event of Force Majeure is under obligation, when requested, to prove its effect on the fulfilment of this Agreement or terms hereunder.

17.   ANTI-CORRUPTION

The Parties hereby agree to comply with all applicable laws, statutes and regulations relating to and governing anti-bribery and anti-corruption practices including but not limited to the Anti-Corruption Act,2009, as amended from time to time under the laws of Uganda.

The Parties shall not engage in any activity, practice, or conduct which would constitute an offence under the act. The Parties shall not, and shall procure that their employees, agents, and sub-contractors shall not offer, solicit, or accept and inducement/advantage in connection with the service under this Agreement.

At no time during the term of this Agreement shall either Party, or any of its officers, directors, employees, or agents pay, offer, give, or promise to pay or give, any monies or any other thing of value, directly or indirectly to:

(a) any officer or employee of any government, or any department, agency or instrumentality of any government.

(b) any other person acting for, or on behalf of, any government, or any department, agency, or instrumentality of any government.

(c) any political Party or any official of a political Party.

(d) any candidate for political office.

(e) any officer, employee or other person acting for, or on behalf of, any public international organization; or

(f) any other person, firm, corporation or other entity at the suggestion, request, or direction of, or for the benefit of, any of the foregoing persons.

Each Party shall ensure that it shall use its best endeavors to ensure compliance with anti-money laundering laws and best practices and it shall set up internal structures to track, prevent and detect such violations including breaches of all such laws, regulations, and conventions.