TERMS OF SERVICE
By signing up for a SmartDesk Account (as defined in Section 1 below) or by using any Executive Assist Ltd (EAL) services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).
As used in these Terms of Service, “we”, “us” “Executive Assist”, “EAL” and “SmartDesk” means the applicable Executive Assist Ltd Contracting Party (as defined in Section 4 below).
The services offered by Executive Assist under the Terms of Service include various services to help you set up and/or run remote and virtual business support services online (“Online Services”), in person (“Field Services”), or both. Any such services offered by Executive Assist are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://www.executiveassistafrica.com/legal/terms.
Executive Assist reserves the right to update and change the Terms of Service by posting updates and changes to the Executive Assist website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you and if you do not accept such amendments, you must cease using the Services and notify us of this decision by sending an email to firstname.lastname@example.org .
- Account Terms
To access and use the Services, you must register for a SmartDesk account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Executive Assist may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you open an Account and use the Services.
You confirm that you are receiving any Services provided by Executive Assist for the purposes of carrying on a business or personal activity and not for any illegal purposes as described in the jurisdiction where you reside and from which you open an Account and use the Services.
You acknowledge that Executive Assist will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you.
You are responsible for keeping your account credentials secure. Executive Assist cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account.
A breach or violation of any term in the Terms of Service, as determined in the sole discretion of Executive Assist will result in the termination of your Account.
2. Account activation
2.1. Subscription owner
Subject to section 2.1(2), the person signing up for the Service by opening an Account will be the contracting party (“Subscription Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Subscription Owner in connection with the Service.
If you are signing up for the Services on behalf of your employer, your employer shall be the Subscription Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
Your SmartDesk Account can only be associated with one Subscription Owner.
2.2. Employee use
Based on your pricing plan, your Subscription can allow other employees to use the service under account. If other employees are to use your account, you must indicate this on the Client Services Form provided. For other employees, the Client Services Form provided can set permissions on which employee shall access a service within the Subscription.
The Subscription Owner is responsible and liable for the acts, omissions and defaults arising from use of Subscription by other employees in the performance of obligations under these Terms of Service as if they were the Subscription Owner’s own acts, omissions or defaults.
The Subscription Owner and the other employees are each referred to as a “SmartDesk User”.
3. General conditions
Technical support in respect of the Services is only provided to SmartDesk Users.
The Terms of Service shall be governed by and interpreted in accordance with the laws of the government of Kenya applicable therein, without regard to principles of conflicts of laws.
You acknowledge and agree that Executive Assist may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Executive Assist’s website, available at https://www.executiveassistafrica.com/legal/terms and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Executive Assist’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
You may not use the SmartDesk Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of the government of Kenya. You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Terms of Service.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Executive Assist. Questions about the Terms of Service should be sent to email@example.com.
You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assignees and legal representatives. Executive Assist shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Executive Assist’s prior written consent, to be given or withheld at Executive Assist’s sole discretion.
If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
You irrevocably and unconditionally agree to submit to the jurisdiction of Kenyan courts, which have jurisdiction to settle any disputes which may arise out of or in connection with the validity, effect, interpretation or performance of these Terms of Service and you similarly irrevocably and unconditionally waive any objection to any claim that any suit, action or proceeding has been brought by Executive Assist in any other jurisdiction.
Sections 1 to 12 will survive the termination or expiration of these Terms of Service.
4. Executive Assist rights
We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.
We reserve the right to refuse service to anyone for any reason at any time. We may, but have no obligation to suspend or terminate Accounts if we determine in our sole discretion that the Subscription Owner or other employees authorized to use the Services are in violation of these Terms of Service. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Executive Assist client, Executive Assist employee, member, or officer will result in immediate Account termination.
We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Executive Assist employees may serve your competitors though they may not use your Confidential Information (as defined in Section 5) in doing so.
In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc. Executive Assist retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Subscription Owner. If we are unable to reasonably determine the rightful Subscription Owner, without prejudice to our other rights and remedies, Executive Assist reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
“Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Executive Assist’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 5. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove:
- was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information;
- is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or
- is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
6. Limitation of liability
You expressly understand and agree that, to the extent permitted by applicable laws, Executive Assist shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.
To the extent permitted by applicable laws, in no event shall Executive Assist or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Executive Assist partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or your violation of any law or the rights of a third party.
Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
Executive Assist does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
Executive Assist does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
Executive Assist does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
7. Waiver and complete agreement
The failure of Executive Assist to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Executive Assist and govern your use of the Services and your Account, superseding any prior agreements between you and Executive Assist (including, but not limited to, any prior versions of the Terms of Service).
8. Intellectual property and client content
We do not claim any intellectual property rights over the Materials you provide to the SmartDesk Service. All Material you upload remains yours. You can request for all Materials to be removed from your Account at any time by sending a request for your Account to be deleted to firstname.lastname@example.org.
By uploading Materials, you agree:
- to allow Executive Assist employees to view the Materials;
- to allow Executive Assist employees to use your Materials; and
- that Executive Assist can, at any time, review and delete all the Materials submitted to its Service, although Executive Assist is not obligated to do so.
You retain ownership over all Materials that you upload to the SmartDesk Service.
Executive Assist shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Account to promote the Service.
9. Payment of fees
You will pay the Fees applicable to your subscription to the Services (“Subscription Fees”) and any other applicable fees relating to your purchase or use of any products or services. Together, the Subscription Fees and any Additional Fees are referred to as the “Fees”.
You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Executive Assist will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and Executive Assist will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in Kenya Shillings, and all payments shall be in KES/KSH currency. If you wish to make payment for Fees in any other currency, you must send a request to us by email at email@example.com. A decision will be made to grant your request at the sole discretion of Executive Assist.
Subscription Fees are paid in advance and will be billed in 30-day intervals (each such date, a “Billing Date”). Additional Fees will be charged from time to time at Executive Assist’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Subscription Owner via the email provided. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Executive Assist reserves the right to terminate your Account.
All Fees are exclusive of applicable local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Executive Assist’s products and services. To the extent that Executive Assist charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Executive Assist of your exemption. If you are not charged Taxes by Executive Assist, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
Executive Assist does not provide refunds once any part of the Services has been executed.
10. Cancellation and termination
You may cancel your Account and terminate the Terms of Service at any time by contacting firstname.lastname@example.org and then following the specific instructions indicated to you in Executive Assist’s response. Upon termination of the Services by either party for any reason:
Executive Assist will cease providing you with the Services and you will no longer hold your Account;
- unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
- any outstanding balance owed to Executive Assist for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
- if at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
We reserve the right to modify or terminate the SmartDesk Service, the Terms of Service and/or your Account for any reason, without notice at any time. Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.
Fraud: Without limiting any other remedies, Executive Assist may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.
11. Modifications to the Service and prices
Prices for using the Services are subject to change upon 30 days’ notice from Executive Assist. Such notice may be provided at any time by posting the changes to the Executive Assist site (www.executiveassistafrica.com) and by email.
Executive Assist reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice.
Executive Assist shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
12. Privacy & Data protection
Additionally, Executive Assist’s collection and use of personal information of all Subscription Owners is also subject to our Data Processing Policy.
Executive Assist Ltd
The Mirage, Tower 2
Waiyaki Way, Westlands,
P.O. Box 100240-00101
Last updated on: 14 July 2020