KaziQuest Limited Terms of Use

Last Updated: May 22, 2023

1. Acceptance of Terms

These Terms of Service (“Agreement”) govern the acquisition and use of KaziQuest Recruiting Software (“the Services”) provided by KaziQuest Limited and its Affiliates (collectively, “KaziQuest”). By executing an Order Form referencing this Agreement or by accepting these terms during registration, the customer agrees to be bound by this Agreement and the terms specified in the Order Form.

1.1 Customer Representation

The individual executing the Order Form must have the authority to bind the entity identified in the Order Form (“Customer”) to this Agreement.

1.2 Competitor Access

Direct competitors of KaziQuest are expressly prohibited from accessing the software and/or services without prior written consent from KaziQuest.

1.3 Purpose Limitations

The Services may not be accessed for the exclusive purpose of monitoring performance, functionality, benchmarking, or competitive analysis.

2. Access Grant

2.1 Provision of Access

KaziQuest grants Customer a non-exclusive, non-transferable right to access the Services during the Service Term for internal use. Services are accepted upon delivery and must be used in accordance with KaziQuest’s published documentation.

2.2 Usage Limitations

Customer may be subject to usage limitations for certain services, and excess usage may incur additional fees. Customer acknowledges and accepts these limitations.

2.3 Restrictions

Customer must not reverse engineer, modify, sublicense, assign, or use the Services in violation of applicable laws. Customer agrees to cooperate with KaziQuest and designate a Primary Contact for matters related to this Agreement.

2.4 Limited Trial Access

For trial users, a limited, non-exclusive right to access and use certain features of the Services is granted for a specified trial period.

3. KaziQuest’s Responsibilities

3.1 Service Levels

KaziQuest will use commercially reasonable efforts to provide customer support and maintain platform uptime of at least 99.9%.

3.2 Data Protection and Security

KaziQuest will implement safeguards to prevent unauthorized use, access, processing, or disclosure of Customer Data. GDPR and CPRA compliance are addressed in respective Data Processing Addendums.

4. Fees and Payment

4.1 Fees

Customer will pay applicable Fees as described in the Order Form. Fees are non-cancellable and non-refundable. Inquiries regarding billing issues must be made within 30 days.

4.2 Renewal Service Term Fees

If Customer exceeds product consumption limits, fees may be adjusted. KaziQuest reserves the right to change Renewal Service Term fees with notice.

4.3 Taxes

Customer is responsible for all taxes unless a valid tax-exempt certificate is provided.

5. Intellectual Property

5.1 KaziQuest IP

KaziQuest retains all rights to the Services, including software, improvements, and related intellectual property.

5.2 Customer Data

Customer retains all rights to its data, and KaziQuest has no rights to Customer Data except as expressly stated.

5.3 Feedback

Customer feedback may be used by KaziQuest without obligation, including incorporation into future products or features.

5. Confidential Information

5.1 Definition of Confidential Information

“Confidential Information” refers to 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. This includes but is not limited to Customer Data, Services, and the terms and conditions of this Agreement. However, Confidential Information does not include information that (i) is or becomes generally known to the public without breaching any obligation to the Disclosing Party, (ii) was known to the Receiving Party prior to disclosure without breach of any obligation, (iii) is received from a third party without breach of any obligation, or (iv) was independently developed by the Receiving Party.

5.2 Protection of Confidential Information

Each party retains ownership rights in its Confidential Information. The Receiving Party agrees to use reasonable care to protect the confidentiality of the Disclosing Party’s Confidential Information, limiting access to authorized personnel and contractors. The terms of this Agreement and any Order Form shall not be disclosed to third parties without prior written consent, except to Affiliates, legal counsel, and accountants. KaziQuest may disclose this Agreement and relevant Order Forms to subcontractors under terms of confidentiality as protective as those in this Agreement.

5.3 Compelled Disclosure

If the Receiving Party is compelled by law to disclose Confidential Information, it must provide prior notice to the Disclosing Party and reasonable assistance if the Disclosing Party wishes to contest the disclosure. If disclosure is compelled as part of a civil proceeding, the Disclosing Party will reimburse the Receiving Party for reasonable costs related to providing secure access to Confidential Information.

6. Warranty

6.1 General Warranties

KaziQuest warrants that Services under this Agreement comply with applicable laws, conform to the Documentation, and that it has the right, title, and interest in the Services. KaziQuest further warrants that its execution and performance of this Agreement will not violate any third-party obligations.

6.2 Third-Party Services

The warranty does not apply to Third-Party Services, and KaziQuest disclaims all warranties regarding non-embedded services, products, and professional services provided by third parties.

6.3 Warranty Disclaimer

Except as expressly set forth in the Agreement, KaziQuest disclaims all warranties, whether express, implied, statutory, or otherwise. This includes but is not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement. KaziQuest does not guarantee uninterrupted, timely, secure, or error-free Services and is not responsible for the accuracy, completeness, or legality of data, user posts, or any other information posted by a user.

7. Mutual Indemnification

7.1 KaziQuest Indemnification

KaziQuest will indemnify, defend, and hold Customer harmless from third-party claims arising from allegations that the Services infringe or misappropriate intellectual property rights. KaziQuest’s obligations do not apply to certain specified causes, as outlined in Section 7.1.

7.2 Customer Indemnification

Customer will indemnify, defend, and hold KaziQuest harmless from third-party claims resulting from Customer Data or Customer’s provision thereof violating intellectual property rights, proprietary rights, or applicable laws.

7.3 Indemnification Procedure

The indemnified party must promptly notify the indemnifying party of indemnifiable claims, provide reasonable assistance, and grant the right to control the defense and/or settlement. The indemnified party retains the right to participate in any indemnifiable claim at its expense.

7.4 Sole Remedy

Section 7 outlines the sole remedies and liabilities for claims that the Services infringe intellectual property rights.

8. Limitation of Liability

8.1 Limitation of Damages

Neither party is liable for indirect, special, incidental, punitive, or consequential damages, regardless of the form of action, except for breaches of Section 5.

8.2 Limitation of Liability

Except for specified liabilities, in no event will either party or their respective representatives be liable for any reason exceeding the greater of the amount paid by Customer to KaziQuest in the twelve months preceding the first incident or one thousand U.S. dollars ($1,000).

8.3 Limitation of Claims

Any claim arising out of or related to the Agreement must be filed within one (1) year after the claim or cause of action arose.

9. Term and Termination

9.1 Term

This Agreement remains in force for the specified Service Term and automatically renews unless either party requests termination in writing at least thirty (30) days before the end of the Service Term. Termination requests are to be sent to the customer Billing Contact or KaziQuest’s customer success team at support@kaziquest.com.

9.2 Suspension

KaziQuest may impose limitations or temporarily suspend Services under certain circumstances outlined in Section 9.2.

9.3 Termination

Either party may terminate this Agreement on written notice for specified breaches or events. Termination by Customer requires payment of all outstanding Fees.

9.4 Effect of Expiration or Termination

Upon expiration or termination, Customer must discontinue use of the Services. No expiration or termination affects payment obligations before the effective date, and no refund is provided except for unused Fees at the date of termination.

9.5 Data

Customer Data will be accessible during the Term. After the Term’s expiration, Customer Data will be deleted according to KaziQuest’s data retention policy.

9.6 Survival

Terms and conditions that reasonably should survive termination, cancellation, or expiry of this Agreement will do so.

10. Miscellaneous

10.1 Entire Agreement This Agreement constitutes the entire understanding of the parties concerning the Service, superseding all previous agreements, statements, and understandings. It also supersedes any conflicting language in past or future purchase orders related to the subject matter of this Agreement.

10.2 Amendment No different terms in related purchase orders will have force or effect, even if signed by the parties after the date of this Agreement. Any supplement, modification, or amendment to this Agreement is binding only if executed in writing by duly authorized representatives of both Parties. No waiver of rights under this Agreement is implied from conduct or failure to enforce or exercise rights unless in a writing signed by a duly authorized representative.

10.3 Notices All Notices under this Agreement must be in writing and addressed to:

KaziQuest: P.O BOX 23524-00100 Email: hello@kaziquest.com

Customer: Billing Contact identified in the Order Form or any administrative contact identified by Customer in the Services administrative settings.

10.4 Publicity KaziQuest may use the Customer’s name or logo to identify them as a customer. Further references by KaziQuest, including in marketing materials, require advance written permission from the Customer. The use of Customer’s name and logo is revocable at any time by the Customer.

10.5 Force Majeure Neither Party is liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond reasonable control.

10.6 Waiver No failure to exercise or delay in exercising any rights, powers, or remedies under this Agreement will operate as a waiver. No agency, partnership, joint venture, or employment relationship is created, and neither party has any authority to bind the other.

10.7 Severability If any provision of this Agreement is declared invalid, illegal, or unenforceable, the remainder of the agreement remains valid and enforceable to the fullest extent permitted.

10.8 Dispute Resolution 10.8.1 Governing Law; Submission to Jurisdiction This Agreement is governed by the internal laws of Kenya without giving effect to any choice or conflict of law.

10.8.2 Negotiation In the event of a dispute, the parties will use their best efforts to settle it through good-faith consultation and negotiation, attempting to reach a just and equitable solution.

10.8.3 Binding Arbitration If the parties do not reach a solution within sixty (60) days, all disputes will be finally settled by binding arbitration in Nairobi, Kenya. The arbitration will be conducted in English, following the Commercial Arbitration Rules of the Nairobi Centre for International Arbitration. The prevailing party is entitled to reasonable attorney fees, and the award may be confirmed in a court of competent jurisdiction in Nairobi.

10.9 Assignment Customer may not assign rights or delegate obligations without the prior written consent of KaziQuest. KaziQuest may freely assign or transfer this Agreement, and no assignment or delegation relieves the assigning or delegating Party of its obligations.

10.10 Compliance with Laws Customer may not export or allow the export of the Services or any related Controlled Subject Matter in violation of Kenyan laws or regulations.


If you have any questions regarding KaziQuest, the practices of this site or software, or your dealings with us, please feel free to email us at hello@kaziquest.com

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