This is a legally binding contract ("the Agreement") between you and PricewaterhouseCoopers Limited ("PwC) govening use of PwC's payroll portal website ("the Web Site"). The Web Site is a means by which you can obtain your salary information from PwC. This Agreement only governs your use of the Web Site. It does NOT govern any services. Any terms and conditions related to Payroll and/or Tax or other Services are the subject of various professional standards and regulations as well as a separate agreement between PwC and your employer.
By ticking the acknowledgment box "Yes, I accept" and by clicking the "Agree" button at first login, you represent in your personal capacity that you accept all the Terms and Conditions of this Agreement without modification or variation. If you do not agree to be bound by this Agreement in its entirety, please do not proceed any further and exit the Web Site.
The Persons allowed to access the Web Site are employees of a company client for whom PwC has agreed to provide payroll services (referred to as "Client Employees") and PwC has agreed to let Client employees access this Web Site. You may only use the Web Site if you are a Client Employee. Your access and use of online salary information provided through the Web Site is subject to the following terms and conditions.
Unless expressely stated otherwise, the Web Site is provided for general information purposes only. The Web Site allows you to access your salary information. No Services will actually be performed through the Web Site. The Web Site does not constitute the provision of other services (e.g Corporate Tax Services and Consulting Services), but only enables the provision of information by PwC. The Web Site should not be used as a substitute for consultation with professional, tax, accounting, legal or other suitably qualified advisors. Before making any decision or taking any action, you should consult with PwC or an applicable professional advisor who has been provided with all pertinent facts relevant to your particular situation. Given the changing nature of laws, rules and regulations, and the inherent hazards of electronic communication, there may be delays, omissions or inaccuracies in the information presented in this Web Site.
You may use the Web Site under these Terms and Conditions provided that you are a Client Employee. If you do not qualify under the foregoing eligibility requirements, you cannot use the Web Site. You warrant that all information provided by you in connection with using the Web Site is true and accurate and up to date and you agree to notify us of any changes necessary to your user profile on the Web Site to ensure that such information is true, accurate and up to date at all times. PwC reserves the right acting in its sole discretion, to accept, reject or cancel your ability to enter or use this Web Site.
You will be required to enter your username and password everytime you wish to access the Web Site. Your user name and password are personal to you and non-transferable, and you shall maintain them in strict confidence and will not communicate them to anyone else or allow anyone else to use them. YOU ARE RESPONSIBLE FOR ALL USE OF THE WEB SITE USING YOUR USERNAME AND PASSWORD, REGARDLESS OF THE IDENTITY OF THE PERSON MAKING SUCH USE, AND PWC AND ITS OFFICERS, DIRECTORS, PARTNERS, PRINCIPLAS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS WILL NOT HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION WITH ANY UNAUTHORIZED USE OF THE USERNAME AND PASSWORDS OR ANY UNAUTHORIZED USE OF OR WITHIN THE WEB SITE. If you become aware of such a breach of security with respect to your password or any other breach of security, you will immediately notify PwC. Your access of or use of the Web Site may be immediately suspended with or without written notice by PwC at any time for any reason.
Except as otherwise expressely permitted under this Agreement, you may not do any of the following with respect to the Web Site, including without limitation any of its related technology and databases:
(a) Access or use any portion except for the purposes expressely stated in this Agreement;
(b) Reproduce or copy any portion;
(c) Modify or create any derivative works
(d) Decompile, disassemble, reverse engineer or otherwise attempt to derive the related source code;
(e) Redistribute, encumber, sell, rent, lease, sublicense or otherwise transfer any related rights; or
(f) Remove or alter any related trademark, logo, copyright or other proprietary notices, legends, symbols or labels.
You may not link to the Web Site from any website without PwC's prior written consent. If and where the Web Site provides any links to third party websites, such website may not be under PwC's control and accordingly, PwC will not have any responsibility for, and does not make any representations or warranties with respect to such website or any content, products or services in connection therewith, and PwC does not endorse any of the same.
You will comply with all applicable domestic and foreign laws, rules or regulations in connection with your use of the Web Site provided hereunder.
PwC may amend this Agreement at any time and reserves the right to change without notice, at its sole discretion, the content, presentation, performance, functionality and availability of the Web Site. Where PwC amends this Agreement, then upon posting on the Web Site the new terms including price are automatically effective and binding upon you. If you do not wish to accept such amendment, you should immediately cease to use the Web Site. This Agreement may not be otherwise amended. No waiver by PwC of any term or condition of this Agreement will be effective unless made in writing.
All right, title and interest in and to the Web Site, including without limitation all information and related technology shall remain with PwC and/or its licensors (except with respect to content placed on the Web Site by you and certain other third parties), and you shall have no rights in the Web Site or any of PwC's other intellectual property. You acknowledge such ownership and intellectual property rights and will not take any action to jeorpardize, limit or interfere in any manner with PwC's or its licensors' ownership of or rights with respect to the same.
To the maximum extent permitted by applicable law, you agree to defend (at the indemnified party's option), indemnify and hold PwC and its respective officers, directors, partners, principals, employees, licensors, agents, Affiliates, suppliers and insurers harmless from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) and expenses in connection with any claim arising out of or in connection with any content or information posted or transmitted by you using the Web Site or that otherwise arise out of your use of the Web Site or that or any other third party who is given or gains access to the Web Site due to your action or inaction. Any anytime, PwC has the right to forego the indemnification and assume the defence of any claim. Nothwitstanding the foregoing, it is not the intent of the parties to affect the rights of PwC's insurers to assume the defence or settlement of any claim against PwC for which insurance coverage is sought under any PwC policy.
THE WEBSITE AND CONFIDENTIAL INFORMATION PROVIDED TO YOU HEREUNDER ARE PROVIDED "AS IS", "AS AVAILABLE", AND TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, PWC AND ITS OFFICERS, DIRECTORS, PARTNERS, PRINCIPLAS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SAME, EXPRESS OR IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRIGEMENT, NON-INTERFERANCE, ERROR-FREE SERVICE AND UNINTERRUPTED SERVICE. THIS AGREEMENT IS NOT AN OFFER OF ANY FINANCIAL OR OTHER GOODS OR SERVICES EXCEPT FOR THOSE EXPLICITLY LICENSED HEREUNDER. PWC TAKES NO RESPONSIBILITY FOR MONITORING AND REGULATING THE RELATIONSHIP BY AND AMONG YOU AND ANY OTHER PERSONS WHO USE THE WEB SITE PROVIDED HEREUNDER.
You agree and understand that no representation or warranty is made with respect to the functionality or availability of the Web Site, and that all or any portion(s) may for a variety of reasons be unavailable to you for use either temporarily or permanently without notice. You further agree and understand that information and data related to the Web Site may be irretrievably lost or destroyed at any time, and it will be your responsibility to make all necessary copies and backups of any appropriate information and data posted to or obtained or available from the Web Site. You agree that PwC, its respective officers, directors, partners, principals, employees, agents, affiliates, licensors and suppliers will not have any liability due to your inability to access the Web Site, any portion thereof or any related data or information, and will not have any liability in connection with the loss or destruction of any such data or information. You understand and acknowledge that no website or network is immune from unauthorized access. Accordingly, PwC will not have any liability or responsibility in connection with any unauthorized access to the Web Site. You understand and agree that the Web Site may be unavailable due to scheduled maintenance. PwC reserves the right to prevent or limit access to the Web Site for security, upgrades or other reasonable purposes.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PWC NOR ITS OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUE, GOODWILL, WORK STOPPAGE, SECURITY BREACHES, VIRUSES, COMPUTER FAILURE OR MALFUNCTION, USE, DATA OR OTHER INTANGIBLE LOSSES OR COMMERCIAL DAMAGES, EVEN IF ANY OF SUCH PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH LOSSES, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE WEB SITE, THE USE OF OR INABILITY TO USE THE SAME, OR ANY OTHER SUBJECT MATTER HEREOF. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PWC NOR ITS OFFICERS, DIRECTORS, PARTNERS, PRINCIPLALS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS WILL BE LIABLE FOR ANY LOSS OR DAMAGE SUFFERED BY YOU WHICH ARISES OUT OF OR IN CONNECTION WITH ANY INFORMATION OBTAINED BY YOU VIA OR IN CONNECTION WITH THE WEB SITE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGRATE LIABILITY OF PWC, ITS OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS UNDER THIS AGREEMENT OR IN CONNECTION WITH ITS SUBJECT MATTER EXCEED ONE THOUSAND U.S. DOLLARS ($1,000).
PwC, may, without terminating this Agreement, suspend the provision of the Web Site in whole or in part until further notice without warning for any reason. All terms and conditions of this Agreement that are intended by their nature to survive termination of this Agreement shall survive termination and remain in full force, including but not limited to the terms and conditions concerning any disclaimers, intellectual property rights, duties of confidentiality, limitations of liability, duties of indemnification, and provisions regarding resolution of differences. Although each parties further rights and obligations cease immediately on termination of this Agreement, termination does not affect a party's accrued rights and obligations at the date of termination.
This Agreement will be governed by and constured in accordance with the applicable laws of Kenya. Each party irrevocably consents to the exclusive jurisdiction of the courts of Kenya in connection with any dispute or claim arising under this Agrement.
In the event of any conflict between this Agreement and any procedures or requirements set out in this Web Site, the provisions of this Agreement will prevail. If any provison of this Agreement is held to be invalid, void or illegal, it will be severed from this Agreement and will not affect, impair or invalidate any other provision, and it will be replaced by a provision which comes closest to such severed provision in language and intent without being invalid, void or illegal.
You may not assign, transfer, change or otherwise seek to deal with any rights or obligations under this Agreement without the prior written consent of PwC. PwC may without consent assign this Agreement.
No right under this Agreement or breach hereof may be waived except in writing signed by the Parties herto. The failure of either party to require performance of any provision of this Agreement will not be construed as a waiver of such party's right to insist on performance of such provision or any other provision at some other time.