Service provision
agreement

In this Agreement, the following words and expressions shall, unless inconsistent with or otherwise indicated by the context, have the following meanings and cognate expressions shall have corresponding meanings:

"Agreement" means the agreement recorded in this document and all schedules, appendices and/or annexures hereto.

"Business Day" means any day between Monday and Saturday (both inclusive) except gazetted public holidays in Kenya.

"Confidential Information" means all information which is confidential to the disclosing party (whether oral, visual, electronic or recorded in any other medium) disclosed to, or obtained by one Party from the other or a third party acting on that other Party's behalf, and without prejudice to the generality of the foregoing shall include but not be limited to: (i) any information ascertainable by the inspection or analysis of samples; (ii) any information relating to a Party's operations, processes, plans, intentions, product information, knowhow, designs, trade secrets, software, market opportunities, customers and business affairs.

"Customer" means a customer of a Network Operator who by virtue of this can communicate with the Client through the Short Code or Masked Short Code.

"Intellectual Property" means all trademarks, logos, brand names, trade names, patents, emblems, designs and copyright or other similar industrial or commercial monopoly rights owned by the respective parties or any of their subsidiary or associate companies.

"Network Operators" means any mobile network operator licensed by the Communications Authority of Kenya to offer mobile telephony services in the Republic of Kenya including but not limited to Safaricom Limited, Airtel, and Telkom Kenya Limited.

"Parties" means (jointly) the Client and the Service Provider as parties to this Agreement and "Party" shall have a singular and composite meaning.

"Services" means services set out in Clause 3 to be provided, supported and sustained by the Service Provider.

"Short Code" means an alphanumeric code to be availed by the Service Provider to the Client and through which the Services will be provided.

"Signature Date" means the date of the last signature of this Agreement which shall be deemed to be the date appearing hereinabove.

"SMS" means Short Messaging Services, a communication protocol allowing the interchange of short text messages between mobile phone devices.

"Term" means the duration of this Agreement as determined in accordance with the provisions of Clause 2.

"API" means the application programming interface between the service provider and the client.

Words in the singular include the plural and vice versa. Words importing any one gender include each of the other two genders. References to natural persons include legal persons (incorporated or unincorporated) and vice versa.

The headings of the clauses are intended for convenience only and shall not affect the interpretation of this Agreement.

All sums herein referred to shall be deemed to be inclusive of Value Added Tax and any income taxes payable by the party receiving the payment.

The expiration or termination of this Agreement shall not affect those provisions that expressly will operate after such expiration or termination or which of necessity must continue to have effect after such expiration or termination.

Where in terms of this Agreement any communication is required to be in writing, the term "writing" shall include communications by facsimile, chat and electronic mail.