These terms and conditions of service constitute a legally binding contract between “Eylorin” and “Customer/ User”. Where Eylorin Products, Services & Solutions is provided, the terms and conditions contained or evidenced in such Eylorin Products, Services & Solutions shall, in so far as these are inconsistent with the Eylorin Conditions, be paramount and govern the Services in respect of which the Eylorin Products, Services & Solutions is provided.

a) Definitions

1. “EYLORIN” means the applicable Eylorin Technologies Limited entity operating in in the Republic of Uganda that is providing Eylorin Products, Services & Solutions, as well as their subsidiaries, related companies, agents and/or representatives;
2. “Customer/ User ”: shall mean the person, individual or entity or its {their} representative or final customer or users to whom Eylorin Products, Services & Solutions are offered.
3. “Customer” shall mean the person for which EYLORIN is rendering service as applicable, as well as its principals, agents and/or representatives, including, but not limited to, suppliers, customers, secured parties, buyers and/or sellers, supplier’s agents, insurers and underwriters, etc. It is the responsibility of the Customer to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives;
4. “Days” means calendar days unless it is specified that it refers to business days.
5. “Documentation” means all information received directly or indirectly from Customer, whether in paper or electronic form;
6. “Information”: the data to which any business under these conditions relates;
7. “Services”: means Eylorin Products, Services & Solutions, software development, systems development and support, concept development and implementation and any other service described in the agreement and/or rate quotation.
8. “Service Provider”

b) Application.

If any provision of this Agreement is held invalid by a court of competent jurisdiction, all valid provisions that are severable from the invalid provision(s) shall remain in full force and effect. The Parties shall in that case enter into consultation with the aim of coming to an agreement as to the replacement of the invalid and/or nullified stipulation with a new stipulation, which achieves to the greatest extent possible the economic, legal and commercial objective of the invalid or unenforceable provision.

c) EYLORIN as Service Provider.

EYLORIN acts as the “Service Provider” of the Customer for the purpose of performing such duties por obligations in connection with a contract or quotation provided on behalf of the Customer and other dealings with different entities, individuals, government agencies, arrangement of contracts with third party for the account of or in the name of Customer and other parties pursuant to the instructions of Customers and therefore EYLORIN is liable only in respect of their careful selection and instruction; as to all other services, EYLORIN acts as an independent contractor.

d) Quotations Not Binding.

Quotations as to fees, rates of service, tax related charges, insurance premiums or other charges given by EYLORIN to the Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding upon EYLORIN.

e) All Terms Inclusion.

EYLORIN shall carefully examine the required services or products; however, EYLORIN shall not be obliged to verify any extra requirements if not stated in the contract document or any other related documents for the said service or product. If any ambiguities come to the notice of EYLORIN, EYLORIN shall clarify as soon as possible with Customer.

f) Liability & Third Parties Limitations.

Third parties to whom the product and service provision are entrusted may limit liability for loss or damage; EYLORIN will request excess valuation coverage only upon specific written instructions from the Customer, which must agree to pay any charges therefore; in the absence of written instructions or the refusal of the third party to agree to a higher declared value, at EYLORIN’s discretion, the product and service provision may be tendered to the third party, subject to the terms of the third party’s limitations of liability.

g) Contract Timelines & Guarantees.

Guarantees of contract delivery times or service & product provision timelines are excluded, unless agreed upon in advance and in writing.

h) Unforeseen Intermediate Stoppages or Delays.

If the customer does not accept service or product during contract execution or after contract time lines due to specification changes or scope creep, or delays by third party providers delays or due to factors beyond the control of EYLORIN, adjustments shall be made to the timelines for the account or customer or project and at the risk of the Customer. EYLORIN shall, as soon as possible, inform the Customer of such unforeseen intermediate stoppages or delays. In case of controversy arising from the unforeseen intermediate stoppages or delays, EYLORIN liability shall be according to the Terms of Service or other related documents for the said service or product.

i) Undertaking & Contract Execution.

The Customer undertakes that:

1. When presenting specification of service provision and product development shall be securely and properly stated in contract – written in compliance with any statutory regulations or official or recognized standards and in such condition as not to cause damage or injury or the likelihood of damage or injury to the property of EYLORIN or to any other third property or assets or the environment, or otherwise howsoever;
2. Before presentation specification of service provision and product development, the Customer will inform EYLORIN in writing of any special precautions required by the Scope, timelines, budget, or condition of the specification of service provision and product development and of any statutory duties specific to the Service or Product with which EYLORIN may need to comply;
3. It {he or she} will reimburse, within the specified payments terms, all costs, licences fees, certification charges that EYLORIN may be required to pay in respect of the Service & Product Provision, except to the extent that EYLORIN is required to accept responsibility for them;
4. Unless prior to acceptance of the specification of service provision and product development by EYLORIN it receives written notice containing all appropriate information, none of the works are or special or other details which would require the obtaining of any consent or license or cost related activity; The Customer will pay an extra charges equal to the amount of any fine or penalty payable by EYLORIN wholly or partly as a result of a breach by the Customer of this contract. If EYLORIN suspects a breach of warranty in this clause, it may demand the immediate termination or hold of service provision and product development to the customer, or itself arrange their termination or hold without notice, at the Customer’s expense.
5. EYLORIN’s liability shall be limited in accordance with section (O) and (Q) of this document.

j) Additional Charges & Reimbursements.

EYLORIN is not liable for the incorrect charging of third party cost of service provision or charges of charges such service or products that facilitate or are inclusive in the service and product provision to the customer. not caused by EYLORIN.

k) Contract Delivery & Service Provision and Product Provision.

1. Except under special arrangements previously made in writing or under the terms of a printed document signed by EYLORIN, any instructions relating to the delivery of the contract in specified circumstances only, such as (but without prejudice to the generality of this Clause) against payment or against surrender of a particular document, completion of service & product provision are accepted by EYLORIN only as “Service Provider” for the Customer where Third Parties are engaged to effect compliance with the instructions.
2. EYLORIN shall not be under any liability in respect of such arrangements as are referred to under Sub-Clause (i) hereof save where such arrangements are made in writing.
3. In any event, EYLORIN’s liability in respect of the performance or arranging the performance of such instructions shall not exceed that provided for in these Conditions in respect of loss of or delays to service provision & product development.

l) Special Conditions, Instructions & Contract Delivery.

Except under special arrangements previously made in writing EYLORIN will not accept or deal with instructions or conditions not specified in the contract or actions or activities that far exceed EYLORIN limitation of liability or capability. Should any Customer nevertheless require service provision & product development or contract delivery with any such arrangements or instructions to EYLORIN or cause EYLORIN to handle or deal with any such service provision & product development or contract delivery otherwise than under special arrangements previously made in writing, EYLORIN shall be under no liability whatsoever for or in connection with such service provision & product development or contract delivery howsoever arising, and Customer shall indemnify and maintain EYLORIN harmless for any claims, costs and consequences arising from such service provision & product development or contract delivery. Customer is obligated to inform to EYLORIN special conditions regarding the service provision & product development or contract delivery, including instructions, actions, activities deemed illegal or not compliant with local laws, as defined in the Terms of Service and applicable regulation, prior to the commencement of service provision & product development or contract delivery.

m) Failure to Sign off Contract Delivery.

Should the Customer of the said contract fail to sign off delivery of the contract at the appointed time and place when and where EYLORIN is entitled to deliver with all prior conditions meant by EYLORIN, EYLORIN shall be entitled to hold or maintain the service provision & product development or contract delivery, at the sole risk of the Customer, whereupon the EYLORIN’s liability in respect of the service provision & product development or contract delivery, or that part thereof, Held or maintained as aforesaid, shall wholly cease. EYLORIN shall be entitled at the expense of the Customer to dispose of or deal with (by sale or otherwise as may be reasonable in all the circumstances) after at least 30 Days’ notice in writing to the Customer.

n) Loss, Damage or Delay Notice.

Any apparent, loss or damage to the service provision & product development or contract delivery must be noted immediately on any of the contract or prescribed document or method and/or Final Certificate and Approval of service provision & product development or contract delivery at the time of taking delivery or accepting or approving of service provision & product development or contract delivery. The Customer shall notify EYLORIN within fifteen (15) working days and advise EYLORIN of the apparent shortage or damage and of any non-apparent loss or damage and both parties shall thereafter arrange for a joint inspection and a third party survey (for Insurance requirement) of the relevant service provision & product development or contract delivery. Failure to do so will result in a presumption of delivery of service provision & product development or contract delivery in the condition stated in the contract document.

o) Limitation of Actions.

Any claim by the Customer against EYLORIN arising in respect of any service provided for the Customer, or which EYLORIN has undertaken to provide will be subject to the time limits included in the applicable international conventions or a specific local statutes. Notwithstanding the above, any claim by the Customer against EYLORIN shall be made in writing and notified to EYLORIN within 14 Days of the date upon which the Customer became, or should have become, aware of any event or occurrence alleged to give rise to such claim.

p) Reliance On Information Furnished.

Customer acknowledges that it is required to review all documents and any declarations prepared and/or filed before and for service provision & product development or contract delivery and/or third parties, and will immediately advise EYLORIN of any errors, discrepancies, incorrect statements, or omissions on any documents or declaration or other submission filed, managed or executed on Customers behalf. In execution and delivery of service provision & product development or contract delivery preparing and submitting any necessary certificate applications, security filings, documentation and/or other required data, EYLORIN relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Customer. Customer acknowledges and agrees that EYLORIN will rely on the accuracy, timeliness of such information, data to use this to comply with its obligations to sub-contractors or as per contract requirements, obligations and Customer will indemnify EYLORIN against any and all claims, costs or consequences as a result of or in connection with delayed, inaccurate or incomplete information and data provided by or on behalf of the Customer on which EYLORIN relies.

q) Disclaimers; Limitation of Liability.

1. Except as specifically set forth herein, EYLORIN makes no express or implied warranties in connection with its service provision & product development or contract delivery.
2. In connection with all service provision & product development or contract delivery performed by EYLORIN, Customer may obtain additional liability coverage, up to the actual or declared value of the shipment or transaction, by requesting such coverage and agreeing to make payment therefore;
3. In the absence of additional coverage under (ii) above, EYLORIN ‘s liability shall be limited to direct damages, according the following:

• Service provision & product development or contract delivery, EYLORIN shall in no case be liable for any loss, damage, or non-delivery beyond the limitations specified in the Standard Conditions in the Terms of Service or contract Documents or as mentioned in the applicable international conventions or local statutes.
• In absence of such terms or for other services not covered by the Terms of Service, EYLORIN’s liability shall not exceed the following: (1) the value of any loss or damage, or (2) a sum at the market rate of any service provision & product development or contract delivery loss or damaged, whichever shall be the lower.
• Where the claim arises from activities relating to third party Services, EYLORIN’s liability shall be limited to US$200.00 or the amount of third party service provision fees paid by EYLORIN for the services, whichever is less.
• EYLORIN’s liability for loss or damage as a result of failure to deliver, or arrange Service provision & product development or contract delivery, shall not in any circumstances whatsoever exceed a sum equal to twice the amount of EYLORIN’s charges in respect of the relevant contract, quotation or contract document and shall not exceed be limited to the amount of 10,000 SDR (Special Drawing Rights) in the aggregate of any one calendar year commencing from the time of the making of the original error, and/or omission.
• EYLORIN’s liability for loss or damage relating to Service provision & product development or contract delivery will be limited to US $ 1000 ( five thousand dollars) per event subject to an annual maximum of 4% of EYLORIN’s revenues generated from the Service provision & product development or contract delivery services undertaken by the Customer in the Country, , subject to the shrinkage allowance as set forth on the rate quotation. EYLORIN shall not, under any circumstances whatsoever, be liable for indirect or consequential loss and damages such as (but not limited to) loss of profit, loss of market, or the consequences of delay or deviation, however caused.

r) Insurance.

Unless requested to do so in writing and confirmed to Customer in writing and where permitted under applicable law, EYLORIN is under no obligation to procure insurance on Customer’s behalf; in all cases, Customer shall pay all premiums and costs in connection with procuring requested insurance. All insurances effected by EYLORIN are subject to the usual exceptions and conditions of the policies of the insurers or underwriters taking the risk. Unless otherwise agreed in writing, EYLORIN shall not be under any obligation to effect a separate insurance on the Service provision & product development or contract delivery, but may declare it on any open or general policy held by EYLORIN. Insofar as EYLORIN agrees to effect insurance, EYLORIN acts solely as Service Provider for the Customer. In certain countries, EYLORIN shall, upon Customer’s written request and subject to local conditions and costs, arrange for such insurance as permitted by local law.

s) Payment Terms.

All charges and/or payments are exclusive of any tax, duty or fee imposed by any government or other authority and those charges and/or payments are subject to the addition of tax, duty, fee or charges at the appropriate rate. If any sum payable under this Agreement is not paid on the due date for payment, save where such sum has been disputed in writing, the party in default shall pay to the other interest at the legal interest rate in the country of payment or failing such legal rate, at the annual rate of 10% calculated monthly and accrued daily to the balance outstanding and overdue. Such interest and penalty shall accrue on a daily basis provided that this right shall not prejudice any other right or remedy in respect of any such sum. EYLORIN may terminate or suspend the Service by giving 10 Days’ notice to Customer if

Customer fails to pay any sums payable to EYLORIN within 10 Days of the due date of payment for the same.

t) Indemnification.

The Customer agrees to indemnify, defend, and hold EYLORIN harmless from any claims and/or liability, fines, penalties and/or attorneys’ fees arising from the Service provision & product development or contract delivery and/or any conduct of the Customer, including but not limited to the inaccuracy of information, data or security data supplied by Customer or its agent or representative, which violates any international statutes and/or other laws, and any breach of the EYLORIN Conditions, Terms of Service, Privacy Policies and further agrees to indemnify and hold EYLORIN harmless against any and all liability, loss, damages, costs, claims, penalties, fines and/or expenses, including but not limited to reasonable attorney’s fees, which EYLORIN may hereafter incur, suffer or be required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against EYLORIN, it shall give notice in writing to the Customer by mail at its address on file with EYLORIN. The Customer agrees to indemnify, defend, and hold EYLORIN harmless from all claims, costs and demands whatsoever and by whomsoever made or preferred, in excess of the liability of EYLORIN under the terms of these conditions, regardless of whether such claims, costs, and/or demands arise from, or in connection with, the breach of contract, negligence or breach of duty of EYLORIN, its servants, sub-contractors or agents, and any claims of a general average nature which may be made on EYLORIN.

u) General Lien and Right to Sell Customer’s Property.

In accordance with the applicable laws, EYLORIN shall have a general and continuing lien on any and all property data, intellectual rights, copy right, projects of Customer coming into EYLORIN’s actual or constructive possession or control for monies owed to EYLORIN with regard to the Service provision & product development or contract delivery on which the lien is claimed, a prior Service(s) provision & product(s) development or contract(s) delivery and/or both; EYLORIN shall provide written notice to Customer of its intent to exercise such lien, the exact amount of monies due and owing, as well as any on-going hold or other charges; Customer shall notify all parties having an interest in its Service(s) provision & product(s) development or contract(s) of EYLORIN’s rights and/or the exercise of such lien. Unless, within thirty Days of receiving notice of lien, Customer posts cash or letter of credit at sight, or, if the amount due is in dispute, an acceptable bond equal to 110% of the value of the total amount due, in favor of EYLORIN, guaranteeing payment of the monies owed, plus all hold charges, costs accrued or to be accrued, EYLORIN shall have the right to sell such shipment(s) at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to Customer.

v) Set off.

All payments to be made by Customer to EYLORIN shall be made in full without any set-off, restriction or condition and without any deduction or withholding for or on account of a counter claim unless Customer is required by law to make such deduction or withholding.

w) No Modification or Amendment Unless Written.

These terms and conditions of service may only be modified, altered or amended in writing signed by both Customer and EYLORIN; any attempt to unilaterally modify, alter or amend same shall be null and void.

x) Force Majeure.

EYLORIN shall be relieved of liability for any loss or damage (including but not limited to loss, damage or delay to Customer Goods) if, and to the extent that, such loss or damage is caused by:

1. Strike, lock-out, stoppage or restraint of labor, the consequences of which EYLORIN is unable to avoid by the exercise of reasonable diligence; or
2. any cause or event which EYLORIN is unable to avoid, and the consequences of which EYLORIN is unable to prevent by the exercise of reasonable diligence.

y) Governing Law; Consent to Jurisdiction and Venue.

These terms and conditions of service and the relationship of the parties shall be construed according to the laws of the country where the EYLORIN entity which issued the invoice is based and the courts of such country will have exclusive jurisdiction. Customer and EYLORIN agree that any action relating to the services performed by EYLORIN, shall only be brought in said courts; consent to the exercise of in personam jurisdiction by said courts over it, and further agree that any action to enforce a judgment may be instituted in any jurisdiction.