Software Agreement - u4c4seconds Ltd

u4c4seconds Limited (‘u4c’ or ‘u4c4s’) – Terms, Conditions and Policies

Please read carefully before downloading or using u4c Tutorials, u4c Resource files, u4c Wand^©files or u4c Intropack files.

A – u4c Software Download Terms and Conditions

B – u4c Data Protection Policy

C – u4c Privacy Policy

D – u4c u4c Disability Discrimination Policy

E – u4c Equal Treatment Policy

F – u4c Member’s Software Licence Agreement

G – u4c Third-Party User Licence Agreement

H – u4c Intropack User Software Licence Agreement

I – u4c Cookies Policy

J – u4c Membership and the use of u4c copyright^© materials

(A) u4c Software Download Terms and Conditions

Please read carefully before downloading or using u4c Tutorials, u4c Resource files, u4c Wand^©files or u4c Intropack files.

1. Introduction

1.1 These terms and conditions shall govern the licencing and supply of downloadable u4c software programs through the u4c4seconds.com website or delivered to users by any other means, and the use of those software programs.

1.2 You will be asked to give your express agreement to these terms and conditions before you place an order on our website or to seek delivery of any order by any other means.

1.3 This document does not affect any statutory rights you may have as a consumer.

2. Interpretation

2.1 In these terms and conditions:

(a) “we” means u4c4seconds Limited (and “us and “our” should be construed accordingly);

(b) “you” means our customer or prospective customer under these terms and conditions (and “your” should be construed accordingly);

(c) “u4c software programs” means the u4c Resource files, u4c Wand^©files and u4c Tutorials that are available for downloading and licenced usage on our website; and

(d) “your software programs” means any such u4c Resource files, u4c Wand^©files and u4c Tutorials that you have licenced through our website (including any enhanced or upgraded versions thereof that we may make available to you from time to time).

3. Order process

3.1 The advertising of The u4c Members Course, u4c Resource files, u4c Wand^©files, u4c Manifesto and u4c Tutorials or licences on our website constitutes an “invitation to treat” rather than a contractual offer.

3.2 No contract will come into force between you and us unless and until we accept your order in accordance with the procedure set out in this Section 3.

3.3 To enter into a contract through our website to licence downloadable software programs from us, the following steps must be taken:

3.3.1 You must add the software licence you wish to purchase to your shopping cart.

3.3.2 You must then proceed to the checkout.

3.3.3. If your are a new customer, you must then create an account with us and log in.

3.3.4 If your are an existing customer you must enter your login details.

3.3.5 Once your are logged in, you must consent to the terms of this document.

3.3.6 You will be transferred to our payment service provider’s website and our payment provider will handle your payment.

3.3.7 We will then send you an initial acknowledgement .

3.3.8 We will then either:

3.3.8.1 send you an order confirmation (at which point your order will become a binding contract) or

3.3.8.2 confirm by email that we are unable to complete your order.

4. Prices

4.1 Our prices are quoted on our website and may be chargeable for VAT depending upon your location. The term ‘VAT’ will include GST or other similar chargeable consumption taxes.

4.2 We will from time to time change the prices quoted on our website, but this will not affect contracts that have previously come into force.

4.3 All amounts stated in these terms and conditions or on our website are stated exclusive of any applicable value added taxes, general sales tax or other consumption taxes which, when chargeable, will be added to those amounts and payable by the u4c Member, u4c TPUL licence applicant or purchaser.

5. Payments

5.1 You must, during the checkout process, pay the prices of the software licence or licences you order.

5.2 Payments may be made by any of the permitted methods specified on our website from time to time.

6. Licensing of software

6.1 We will supply your licenced software programs to you in the format or formats specified on our website, and by such means and within such periods as are specified on our website.

6.2 Subject to your payment of the applicable licence and/or membership fee and compliance with these terms and conditions, we grant to you a worldwide, non-exclusive, non-transferable licence to make any use of your software programs permitted by Section 6.3, providing that you must not in any circumstances make any use of your software programs that is prohibited by Section 6.4.

6.3 The “permitted uses” of your software programs are:

(a) downloading a copy of each of your software programs;

(b) installing a copy of each of your software programs on not more than 4 desktop, laptop, notebook or tablet computers or mobile telephones.

(d) using your software programs in accordance with the documentation incorporated into the downloads.

6.4 The “prohibited uses” of your licenced software programs are:

(a) the publication, sale, licensing, sub-licensing, renting, transferring, transmission, broadcasting, distribution or redistribution of any software program (or part thereof) in any format;

(b) the editing, modification, adaptation or alteration of any software program (or part thereof), but excluding the creation of any derivative work arising from the use of u4c Wand^©files licenced by you under the terms of your membership of the u4c Members site or for the holder of a valid u4c Third Party User Licence;

(c) the use of any software program or part thereof in any way that is unlawful or in breach of any person’s legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable;

(d) the use of any software program or part thereof to compete with us, whether directly or indirectly;

(e) the circumvention or removal of, or any attempt to circumvent or remove, the technological measures applied to any software program for the purpose of preventing unauthorised use,

providing that nothing in this Section 6.4 will prohibit or restrict you or any other person from doing any act expressly permitted by applicable law.

6.5 You warrant to us that you have access to the necessary computer systems, media systems, software and network connections to receive and enjoy the benefit of your software programs.

6.6 All intellectual property rights and other rights in the software programs not expressly granted by these terms and conditions are hereby reserved.

6.7 You must retain, and must not delete, obscure or remove, copyright notices and other proprietary notices on or in any software program.

6.8 When using any u4c Wand^©file, or any spreadsheet file derived directly or indirectly therefrom you agree to enter either your name, your u4c Members licence number, u4c Third-Party Licence (TPUL) number or name of the u4c Third-Party Licence (TPUL) holder in the manner prescribed in the u4c Tutorials covering u4c Membership and the use of u4c Wand^©files.

6.9 The rights granted to you in these terms and conditions are personal to you, and you must not permit any third party to exercise these rights.

6.10 If you breach any provision of these terms and conditions, then the licence set out in this Section 6 will be automatically terminated upon such breach.

6.11 Upon the termination of a licence under this Section 6, you must, if you have not previously done so, promptly and irrevocably delete from your computer systems and other electronic devices all copies of the relevant software programs in your possession or control, and permanently destroy any other copies of the relevant software programs in your possession or control.

6.12 u4c4seconds Limited offers no invigilation services to u4c Members, u4c Third Party User Licence holders, u4c Intropack applicants or any other user of u4c software, u4c Tutorials, u4c Resource files or u4c Wand© files.

6.13 The information on the u4c4seconds.com website is supplied on the condition that you will decide whether u4c is suitable for your purposes before you use it and with particular reference to the ‘Confirm here whether u4c is suitable for your spreadsheet work’ on page 4 of the document ‘The u4c Manifesto’ downloadable for free from u4c4seconds.com website.

7. Additional users

7.1 You must not permit any other person to use your downloads or to exercise any of the other rights granted to you under these terms and conditions.

7.2 If you are a consumer, then other persons permanently resident at your property may use the software in accordance with Section 6, provided that you must ensure that any person using the downloads in accordance with this Section 7.1 is made aware of and complies with the requirements of Section 6.

8. Free trial

8.1 From time to time we may make available software programs on a free trial basis, and this Section 8 shall apply to such software programs.

8.2 Your rights to use of free trial software programs shall be restricted in such manner and/or to such period as we may specify when you download the software programs, and we may apply technological protection measures to the software programs to enforce these restrictions.

8.3 We may restrict your licence to use any free trial software program at any time, by giving you written notice of the restriction or activating the restriction in the relevant software program.

8.4 We may terminate your licence to use any free trial software program at any time, by giving you written notice of termination or deactivating the relevant software program.

9. Warranties and representations

9.1 You warrant and represent to us that:

(a) you are legally capable of entering into binding contracts;

(b) you have full authority, power and capacity to agree to these terms and conditions; and

(c) all the information that you provide to us in connection with your order is true, accurate, complete, current and non-misleading.

9.2 We warrant to you that:

(a) your licenced software programs will be of satisfactory quality;

b) your licenced software programs will match any description of it given by us to you; and

9.3 All of our warranties and representations relating to software programs are set out in these terms and conditions. To the maximum extent permitted by applicable law and subject to Section 11.1, all other warranties and representations are expressly excluded.

10. Limitations and exclusions of liability

10.1 Nothing in these terms and conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(d) exclude any liabilities that may not be excluded under applicable law,

and, if you are a consumer, your statutory rights will not be excluded or limited by these terms and conditions, except to the extent permitted by law.

10.2 The limitations and exclusions of liability set out in this Section 10 and elsewhere in these terms and conditions:

(a) are subject to Section 10.1; and

(b) govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.

10.3 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

10.4 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

10.5 We will not be liable to you in respect of any special, indirect or consequential loss or damage, providing that if you contract with us under these terms and conditions as a consumer, this Section 10.5 shall not apply.

10.6 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

10.7 Our aggregate liability to you in respect of any contract to provide services to you under these terms and conditions shall not exceed the greater of the total amount paid and payable to us under the contract.

11. Variation

11.1 We may revise these terms and conditions from time to time by publishing a new version on our website.

11.2 A revision of these terms and conditions will apply to contracts entered into at any time following the time of the revision, but will not affect contracts made before the time of the revision.

12. Assignment

12.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions – providing, if you are a consumer, that such action does not serve to reduce the guarantees benefiting you under these terms and conditions.

12.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

13. No waivers

13.1 No breach of any provision of a contract under these terms and conditions will be waived except with the express written consent of the party not in breach.

13.2 No waiver of any breach of any provision of a contract under these terms and conditions shall be construed as a further or continuing waiver of any breach of that provision or any other provision of that contract.

14. Severability

14.1 If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

14.2 If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

15. Third party rights

15.1 A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

15.2 The exercise of the parties’ rights under a contract under these terms and conditions is not subject to the consent of any third party.

16. Entire agreement

16.1 Subject to Section 10.1, these terms and conditions, together with the u4c Members Software Licence agreement, shall constitute the entire agreement between you and us in relation to the licencing of our downloads and the use of those downloads, and shall supersede all previous agreements between you and us in relation to the licencing of our downloads and the use of those downloads.

17. Law and Jurisdiction

17.1 These terms and conditions shall be governed by and construed in accordance with Kenya law.

17.2 Any disputes relating to these terms and conditions shall be subject to the non-exclusive jurisdiction of the courts of Kenya.

18. Statutory and regulatory disclosures

18.1 We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference.

18.2 These terms and conditions are available in the English language only.

19. Our details

19.1 This website is owned and operated by u4c4seconds Limited, a limited liability company no CPR/2015/180956 registered in Nairobi, Kenya.

19.2 Our registered office is at 257 Miotoni Road, Karen, Nairobi, Kenya.

19.3 Our principal place of business is at 257 Miotoni Road, Karen, Nairobi, Kenya.

20. Third-party accreditation of u4c4seconds Limited training materials.

20.1 u4c4seconds Limited may at their discretion agree to provide u4c Members with a third-party certificate of accreditation of the training value of the u4c Members Course (or other downloadable u4c material) provided by a recognised third-party accreditation agent or agency approved by u4c4seconds Limited upon terms that will include the following:

20.1.1 No agreed u4c certificate of accreditation will be issued by u4c4seconds Limited within 90 days of first registration as a u4c Member. This is to allow reasonable time for a u4c Member to diligently complete the u4c Members Course.

20.1.2 An agreed u4c certificate of accreditation will be issued by u4c4seconds Limited if within the power and authority of u4c4seconds Limited to do so at any time after 90 days after first registration as a u4c Member, provided that such u4c Member agrees and confirms their agreement at that time to declare to u4c4seconds Limited that:

20.1.2.1 They have completed the u4c Members Course with reasonable care and diligence, and

20.1.2.2 In their considered opinion, their training, practice and subsequent experience of using u4c renders u4c safe for use for themselves or for advising any u4c Third-Party User Licence holder (TPUL) under their direction.

20.2 u4c4seconds Limited may from time to time in their marketing materials assess the completion of the The u4c Members Course by a u4c Member as qualifying that Member for a stated number of hours or units of qualifying Continuing Professional Development (CPD) for that Member for the purpose of their CPD (or equivalent) record for consideration by any interested professional body, employer or CPD regulatory authority.

20.2.1 u4c4seconds Limited places on record that it has no means of itself determining the number or value of such CPD hours or units that completing the u4c Members Course may rank for any individual u4c Member’s CPD record, but when stating any such qualifying hours or units of CPD value in its marketing materials, u4c4seconds Limited will do so only within the hours or units of CPD value as independently assessed and accredited by an internationally recognised and independent CPD training accreditation agency.

(B) u4c Data Protection Policy

Please read carefully before downloading or using u4c Tutorials, u4c Resource files, u4c Wand^©files or u4c Intropack files.

Introduction

This Policy sets out the obligations of u4c4seconds Limited (“u4c4s”) regarding data protection and the rights of u4c Intropack applicants, u4c Membership applicants, u4c Members, u4c Third-Party User Licence (TPUL) applicants, u4c Third-Party User Licence (TPUL) holders (“data subjects”) in respect of their personal data under the General Data Protection Regulation (“the Regulation”).

The Regulation defines “personal data” as any information relating to an identified or identifiable natural person (a data subject); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.

This Policy sets out the procedures that are to be followed when dealing with personal data. The procedures and principles set out herein must be followed at all times by u4c4s, its employees, agents, contractors, or other parties working on behalf of u4c4s.

u4c4s is committed not only to the letter of the law, but also to the spirit of the law and places high importance on the correct, lawful, and fair handling of all personal data, respecting the legal rights, privacy, and trust of all individuals with whom it deals.

The Data Protection Principles

This Policy aims to ensure compliance with the Regulation. The Regulation sets out the following principles with which any party handling personal data must comply. All personal data must be:

processed lawfully, fairly, and in a transparent manner in relation to the data subject;
collected for specified, explicit, and legitimate purposes and not further processed in a manner that is incompatible with those purposes; further processing for archiving purposes in the public interest, scientific or historical research purposes or statistical purposes shall not be considered to be incompatible with the initial purposes;
adequate, relevant and limited to what is necessary in relation to the purposes for which it is processed;
accurate and, where necessary, kept up to date; every reasonable step must be taken to ensure that personal data that is inaccurate, having regard to the purposes for which they are processed, is erased or rectified without delay;
kept in a form which permits identification of data subjects for no longer than is necessary for the purposes for which the personal data is processed; personal data may be stored for longer periods insofar as the personal data will be processed solely for archiving purposes in the public interest, scientific or historical research purposes or statistical purposes subject to implementation of the appropriate technical and organisational measures required by the Regulation in order to safeguard the rights and freedoms of the data subject;
1. processed in a manner that ensures appropriate security of the personal data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using appropriate technical or organisational measures.

The Regulation seeks to ensure that personal data is processed lawfully, fairly, and transparently, without adversely affecting the rights of the data subject. The Regulation states that processing of personal data shall be lawful if at least one of the following applies:

the data subject has given consent to the processing of his or her personal data for one or more specific purposes;
processing is necessary for the performance of a contract to which the data subject is a party or in order to take steps at the request of the data subject prior to entering into a contract;
processing is necessary for compliance with a legal obligation to which the controller is subject;
processing is necessary to protect the vital interests of the data subject or of another natural person;
1. processing is necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller;
2. processing is necessary for the purposes of the legitimate interests pursued by the controller or by a third party, except where such interests are overridden by the fundamental rights and freedoms of the data subject which require protection of personal data, in particular where the data subject is a child.

u4c4s collects and processes the personal data set out in Part 21 of this Policy. This may include personal data received directly from data subjects (for example, contact details used when a data subject communicates with us) and data received from third parties (for example, when a u4c Third-Party User Licence applicant may provide information to identify or confirm a u4c Qualifying Member for the purpose of confirming an application by the u4c Third-Party applicant).
u4c4s only processes personal data for the specific purposes set out in Part 21 of this Policy (or for other purposes expressly permitted by the Regulation). The purposes for which we process personal data will be informed to data subjects at the time that their personal data is collected, where it is collected directly from them, or as soon as possible (not more than one calendar month) after collection where it is obtained from a third party.

Adequate, Relevant and Limited Data Processing

u4c4s will only collect and process personal data for and to the extent necessary for the specific purpose(s) informed to data subjects as under Part 4, above.

Accuracy of Data and Keeping Data Up To Date

u4c4s shall ensure that all personal data collected and processed is kept accurate and up-to-date. The accuracy of data shall be checked when it is collected and at regular intervals thereafter. Where any inaccurate or out-of-date data is found, all reasonable steps will be taken without delay to amend or erase that data, as appropriate.

Timely Processing

u4c4s shall not keep personal data for any longer than is necessary in light of the purposes for which that data was originally collected and processed. When the data is no longer required, all reasonable steps will be taken to erase it without delay.

Secure Processing

u4c4s shall ensure that all personal data collected and processed is kept secure and protected against unauthorised or unlawful processing and against accidental loss, destruction or damage. Further details of the data protection and organisational measures which shall be taken are provided in Parts 22 and 23 of this Policy.

Accountability
1. u4c4s’s data protection officer is Mr Edward Wynn Dougherty, PO Box 24739 00502, Nairobi Kenya, email edwin@u4c4seconds.com.
2. u4c4s shall keep written internal records of all personal data collection, holding, and processing, which shall incorporate the following information:
  1. The name and details of u4c4s, its data protection officer, and any applicable third party data controllers;
  2. The purposes for which u4c4s processes personal data;
  3. Details of the categories of personal data collected, held, and processed by u4c4s; and the categories of data subject to which that personal data relates;
  4. Details (and categories) of any third parties that will receive personal data from u4c4s;
  5. Details of any transfers of personal data to non-EEA countries including all mechanisms and security safeguards;
  6. Details of how long personal data will be retained by u4c4s; and
  7. Detailed descriptions of all technical and organisational measures taken by u4c4s to ensure the security of personal data.
Privacy Impact Assessments

u4c4s shall carry out Privacy Impact Assessments when and as required under the Regulation. Privacy Impact Assessments shall be overseen by the u4c4s’s data protection officer and shall address the following areas of importance:

The purpose(s) for which personal data is being processed and the processing operations to be carried out on that data;
Details of the legitimate interests being pursued by u4c4s;
An assessment of the necessity and proportionality of the data processing with respect to the purpose(s) for which it is being processed;
An assessment of the risks posed to individual data subjects; and
Details of the measures in place to minimise and handle risks including safeguards, data security, and other measures and mechanisms to ensure the protection of personal data, sufficient to demonstrate compliance with the Regulation.

The Rights of Data Subjects

The Regulation sets out the following rights applicable to data subjects:

The right to be informed;
The right of access;
The right to rectification;
The right to erasure (also known as the ‘right to be forgotten’);
The right to restrict processing;
The right to data portability;
The right to object;
Rights with respect to automated decision-making and profiling.

Keeping Data Subjects Informed
1. u4c4s shall ensure that the following information is provided to every data subject when personal data is collected:
  1. Details of u4c4s including, but not limited to, the identity of E W Dougherty, its Data Protection Officer;
  2. The purpose(s) for which the personal data is being collected and will be processed (as detailed in Part 21 of this Policy) and the legal basis justifying that collection and processing;
  3. Where applicable, the legitimate interests upon which u4c4s is justifying its collection and processing of the personal data;
  4. Where the personal data is not obtained directly from the data subject, the categories of personal data collected and processed;
  5. Where the personal data is to be transferred to one or more third parties, details of those parties;
  6. Where the personal data is to be transferred to a third party that is located outside of the European Economic Area (the “EEA”), details of that transfer, including but not limited to the safeguards in place (see Part 24 of this Policy for further details concerning such third country data transfers);
  7. Details of the length of time the personal data will be held by u4c4s (or, where there is no predetermined period, details of how that length of time will be determined).
  8. Details of the data subject’s rights under the Regulation;
  9. Details of the data subject’s right to withdraw their consent to u4c4s’s processing of their personal data at any time;
  10. Details of the data subject’s right to complain to the Information Commissioner’s Office (the ‘supervisory authority’ under the Regulation);
  11. Where applicable, details of any legal or contractual requirement or obligation necessitating the collection and processing of the personal data and details of any consequences of failing to provide it;
  12. Details of any automated decision-making that will take place using the personal data (including but not limited to profiling), including information on how decisions will be made, the significance of those decisions and any consequences.
2. The information set out above in Part 12.1 shall be provided to the data subject at the following applicable time:
  1. Where the personal data is obtained from the data subject directly, at the time of collection;
  2. Where the personal data is not obtained from the data subject directly (i.e. from another party):
    1. If the personal data is used to communicate with the data subject, at the time of the first communication; or
    2. If the personal data is to be disclosed to another party, before the personal data is disclosed; or
    3. In any event, not more than one month after the time at which u4c4s obtains the personal data.
Data Subject Access
1. A data subject may make a subject access request (“SAR”) at any time to find out more about the personal data which u4c4s holds about them. u4c4s is normally required to respond to SARs within one month of receipt (this can be extended by up to two months in the case of complex and/or numerous requests, and in such cases the data subject shall be informed of the need for the extension).
2. All subject access requests received must be forwarded to E W Dougherty, u4c4s’s data protection officer at PO Box 24739 – 00502, Nairobi, Kenya, email address edwin@u4c4seconds.com.
3. u4c4s does not charge a fee for the handling of normal SARs. u4c4s reserves the right to charge reasonable fees for additional copies of information that has already been supplied to a data subject, and for requests that are manifestly unfounded or excessive, particularly where such requests are repetitive.
Rectification of Personal Data
1. If a data subject informs u4c4s that personal data held by u4c4s is inaccurate or incomplete, requesting that it be rectified, the personal data in question shall be rectified, and the data subject informed of that rectification, within one month of receipt the data subject’s notice (this can be extended by up to two months in the case of complex requests, and in such cases the data subject shall be informed of the need for the extension).
2. In the event that any affected personal data has been disclosed to third parties, those parties shall be informed of any rectification of that personal data.
Erasure of Personal Data
1. Data subjects may request that u4c4s erases the personal data it holds about them in the following circumstances:
  1. It is no longer necessary for u4c4s to hold that personal data with respect to the purpose for which it was originally collected or processed;
  2. The data subject wishes to withdraw their consent to u4c4s holding and processing their personal data;
  3. The data subject objects to u4c4s holding and processing their personal data (and there is no overriding legitimate interest to allow u4c4s to continue doing so) (see Part 18 of this Policy for further details concerning data subjects’ rights to object);
  4. The personal data has been processed unlawfully;
  5. The personal data needs to be erased in order for u4c4s to comply with a particular legal obligation.
2. Unless u4c4s has reasonable grounds to refuse to erase personal data, all requests for erasure shall be complied with, and the data subject informed of the erasure, within one month of receipt of the data subject’s request (this can be extended by up to two months in the case of complex requests, and in such cases the data subject shall be informed of the need for the extension).
3. In the event that any personal data that is to be erased in response to a data subject request has been disclosed to third parties, those parties shall be informed of the erasure (unless it is impossible or would require disproportionate effort to do so).
Restriction of Personal Data Processing
1. Data subjects may request that u4c4s ceases processing the personal data it holds about them. If a data subject makes such a request, u4c4s shall retain only the amount of personal data pertaining to that data subject that is necessary to ensure that no further processing of their personal data takes place.
2. In the event that any affected personal data has been disclosed to third parties, those parties shall be informed of the applicable restrictions on processing it (unless it is impossible or would require disproportionate effort to do so).
Data Portability
1. u4c4s processes personal data using automated means for the purpose of registration, administration and service delivery to u4c Intropack applicants, u4c Membership applicants or u4c Third-Party User Licence applicants.
2. Where data subjects have given their consent to u4c4s to process their personal data in such a manner or the processing is otherwise required for the performance of a contract between u4c4s and the data subject, data subjects have the legal right under the Regulation to receive a copy of their personal data and to use it for other purposes (namely transmitting it to other data controllers, e.g. other organisations).
3. To facilitate the right of data portability, u4c4s shall make available all applicable personal data to data subjects in the following format:
  1. First name, second name, corporate (or organisation) name, email address, physical address (if known), postal address with details (if known) and date of collection of such data.
4. 1. Where technically feasible, if requested by a data subject, personal data shall be sent directly to another data controller.

All requests for copies of personal data shall be complied with within one month of the data subject’s request (this can be extended by up to two months in the case of complex requests in the case of complex or numerous requests, and in such cases the data subject shall be

Objections to Personal Data Processing
1. Data subjects have the right to object to u4c4s processing their personal data based on legitimate interests (including profiling), direct marketing (including profiling).
2. Where a data subject objects to u4c4s processing their personal data based on its legitimate interests, u4c4s shall cease such processing forthwith, unless it can be demonstrated that u4c4s’s legitimate grounds for such processing override the data subject’s interests, rights and freedoms; or the processing is necessary for the conduct of legal claims.
3. Where a data subject objects to u4c4s processing their personal data for direct marketing purposes, u4c4s shall cease such processing forthwith.
  1. Where a data subject objects to u4c4s processing their personal data for scientific and/or historical research and statistics purposes, the data subject must, under the Regulation, ‘demonstrate grounds relating to his or her particular situation’. u4c4s is not required to comply if the research is necessary for the performance of a task carried out for reasons of public interest.
4. In the event that u4c4s uses personal data for the purposes of automated decision-making and those decisions have a legal (or similarly significant effect) on data subjects, data subjects have the right to challenge to such decisions under the Regulation, requesting human intervention, expressing their own point of view, and obtaining an explanation of the decision from u4c4s.
  1. The right described in Part 19.1 does not apply in the following circumstances:
    1. The decision is necessary for the entry into, or performance of, a contract between u4c4s and the data subject;
    2. The decision is authorised by law; or
    3. The data subject has given their explicit consent.

Where u4c4s uses personal data for profiling purposes, the following shall apply:

Clear information explaining the profiling will be provided, including its significance and the likely consequences;
Appropriate mathematical or statistical procedures will be used;
Technical and organisational measures necessary to minimise the risk of errors and to enable such errors to be easily corrected shall be implemented; and
1. All personal data processed for profiling purposes shall be secured in order to prevent discriminatory effects arising out of profiling (see Parts 22 and 23 of this Policy for more details on data security).

The following personal data may be collected, held, and processed by u4c4s:

1 From applicants wishing to download the contents of the u4c Intropack – the applicant’s:

1 First name,

2 Surname (second name),

3 Email address,

4 Telephone contact, if required.

2 From applicants wishing to become u4c Members – the applicant’s:

1 First name,

2 Surname (second name),

3 Email address,

4 Physical address with detail from number, Road/Street, County/province, Country/state, Zip code, Postcode, and other detail relevant to identifying an applicant’s physical address if requested and provided.

3 From applicants wishing to become u4c Third-Party User Licence holders – the applicant’s:

1 First name, surname (second name) or Corporate or organisation name.

2 Corporate name and detail of any authorised employee, officer, agent or representative thereof if requested.

3 Email address of the applicant, corporate applicant or organisation applicant.,

Any data collected under paragraphs 21.1 to 21.3 above will be used or applied solely for the purpose of administering normal services provided by u4c4s to such applicants.

Data Protection Measures

u4c4s shall ensure as far as is achievable when exercising reasonable diligence that all its employees, agents, contractors, or other parties working on its behalf comply with the following when working with personal data:

All emails containing personal data must be encrypted using (TLS_ECDHE_RSA_WITH_AES_256_GCM_SHA384, 256 bit keys, TLS 1.2).Paint.
Where any personal data is to be erased or otherwise disposed of for any reason (including where copies have been made and are no longer needed), it should be securely deleted and disposed of. Hardcopies should be shredded, and electronic copies should be deleted securely.
Personal data may be transmitted over secure networks only; transmission over unsecured networks is not permitted in any circumstances;
Personal data may not be transmitted over a wireless network if there is a wired alternative that is reasonably practicable;
Personal data contained in the body of an email, whether sent or received, should be copied from the body of that email and stored securely. The email itself should be deleted. All temporary files associated therewith should also be deleted;
Where Personal data is to be sent by facsimile transmission the recipient should be informed in advance of the transmission and should be waiting by the fax machine to receive the data;
Where Personal data is to be transferred in hardcopy form it should be passed directly to the recipient.
No personal data may be shared informally and if an employee, agent, sub-contractor, or other party working on behalf of u4c4s requires access to any personal data that they do not already have access to, such access should be formally requested from E W Dougherty, director, u4c4seconds Limited.
All hardcopies of personal data, along with any electronic copies stored on physical, removable media should be stored securely in a locked box, drawer, cabinet or similar;
No personal data may be transferred to any employees, agents, contractors, or other parties, whether such parties are working on behalf of u4c4s or not, without the authorisation of E W Dougherty, director, u4c4seconds Limited.
Personal data must be handled with care at all times and should not be left unattended or on view to unauthorised employees, agents, sub-contractors or other parties at any time;
If personal data is being viewed on a computer screen and the computer in question is to be left unattended for any period of time, the user must lock the computer and screen before leaving it;
No personal data should be stored on any mobile device (including, but not limited to, laptops, tablets and smartphones), whether such device belongs to u4c4s or otherwise without the formal written approval of E W Dougherty, director, u4c4seconds Limited and, in the event of such approval, strictly in accordance with all instructions and limitations described at the time the approval is given, and for no longer than is absolutely necessary.
No personal data should be transferred to any device personally belonging to an employee and personal data may only be transferred to devices belonging to agents, contractors, or other parties working on behalf of u4c4s where the party in question has agreed to comply fully with the letter and spirit of this Policy and of the Regulation (which may include demonstrating to u4c4s that all suitable technical and organisational measures have been taken);
All personal data stored electronically should be backed up weekly with backups stored offsite. All backups should be encrypted. All electronic copies of personal data should be stored securely using passwords and data encryption;
All passwords used to protect personal data should be changed regularly and should not use words or phrases that can be easily guessed or otherwise compromised. All passwords must contain a combination of uppercase and lowercase letters, numbers, and symbols. All software used by u4c4s is designed to require such passwords;
Under no circumstances should any passwords be written down or shared between any employees, agents, contractors, or other parties working on behalf of u4c4s, irrespective of seniority or department. If a password is forgotten, it must be reset using the applicable method. IT staff do not have access to passwords;
Where personal data held by u4c4s is used for marketing purposes, it shall be the responsibility of E W Dougherty, director u4c4seconds Limited to ensure that no data subjects have added their details to any marketing preference databases including, but not limited to, the Telephone Preference Service, the Mail Preference Service, the Email Preference Service, and the Fax Preference Service.

Organisational Measures

u4c4s shall ensure that the following measures are taken with respect to the collection, holding, and processing of personal data:

All employees, agents, contractors, or other parties working on behalf of u4c4s shall be made fully aware of both their individual responsibilities and u4c4s’s responsibilities under the Regulation and under this Policy, and shall be provided with a copy of this Policy;
Only employees, agents, sub-contractors, or other parties working on behalf of u4c4s that need access to, and use of, personal data in order to carry out their assigned duties correctly shall have access to personal data held by u4c4s;
All employees, agents, contractors, or other parties working on behalf of u4c4s handling personal data will be appropriately trained to do so;
All employees, agents, contractors, or other parties working on behalf of u4c4s handling personal data will be appropriately supervised;
Methods of collecting, holding and processing personal data shall be regularly evaluated and reviewed;
The performance of those employees, agents, contractors, or other parties working on behalf of u4c4s handling personal data shall be regularly evaluated and reviewed;
All employees, agents, contractors, or other parties working on behalf of u4c4s handling personal data will be bound to do so in accordance with the principles of the Regulation and this Policy by contract;
All agents, contractors, or other parties working on behalf of u4c4s handling personal data must ensure that any and all of their employees who are involved in the processing of personal data are held to the same conditions as those relevant employees of u4c4s arising out of this Policy and the Regulation;
Where any agent, contractor or other party working on behalf of u4c4s handling personal data fails in their obligations under this Policy that party shall indemnify and hold harmless u4c4s against any costs, liability, damages, loss, claims or proceedings which may arise out of that failure.

Transferring Personal Data to a Country Outside the EEA
1. u4c4s may from time to time transfer (‘transfer’ includes making available remotely) personal data to countries outside of the EEA.
2. The transfer of personal data to a country outside of the EEA shall take place only if one or more of the following applies:
  1. The transfer is to a country, territory, or one or more specific sectors in that country (or an international organisation), that the European Commission has determined ensures an adequate level of protection for personal data;
  2. The transfer is to a country (or international organisation) which provides appropriate safeguards in the form of a legally binding agreement between public authorities or bodies; binding corporate rules; standard data protection clauses adopted by the European Commission; compliance with an approved code of conduct approved by a supervisory authority (e.g. the Information Commissioner’s Office); certification under an approved certification mechanism (as provided for in the Regulation); contractual clauses agreed and authorised by the competent supervisory authority; or provisions inserted into administrative arrangements between public authorities or bodies authorised by the competent supervisory authority;
  3. The transfer is made with the informed consent of the relevant data subject(s);
  4. The transfer is necessary for the performance of a contract between the data subject and u4c4s (or for pre-contractual steps taken at the request of the data subject);
  5. The transfer is necessary for important public interest reasons;
  6. The transfer is necessary for the conduct of legal claims;
  7. The transfer is necessary to protect the vital interests of the data subject or other individuals where the data subject is physically or legally unable to give their consent; or
    1. The transfer is made from a register that, under UK or EU law, is intended to provide information to the public and which is open for access by the public in general or otherwise to those who are able to show a legitimate interest in accessing the register.
3. All personal data breaches must be reported immediately to u4c4s data protection officer.
4. If a personal data breach occurs and that breach is likely to result in a risk to the rights and freedoms of data subjects (e.g. financial loss, breach of confidentiality, discrimination, reputational damage, or other significant social or economic damage), the data protection officer must ensure that the Information Commissioner’s Office is informed of the breach without delay, and in any event, within 72 hours after having become aware of it.
5. In the event that a personal data breach is likely to result in a high risk (that is, a higher risk than that described under Part 25.2) to the rights and freedoms of data subjects, the data protection officer must ensure that all affected data subjects are informed of the breach directly and without undue delay.
6. Data breach notifications shall include the following information:
  1. The categories and approximate number of data subjects concerned;
  2. The categories and approximate number of personal data records concerned;
  3. The name and contact details of u4c4s’s data protection officer (or other contact point where more information can be obtained);
  4. The likely consequences of the breach;
  5. Details of the measures taken, or proposed to be taken, by u4c4s to address the breach including, where appropriate, measures to mitigate its possible adverse effects.
Implementation of Policy

This Policy shall be deemed effective as of 31 December 2020. No part of this Policy shall have retroactive effect and shall thus apply only to matters occurring on or after this date.

This Policy has been approved and authorised by:

Name:	Edward Wynn Dougherty
Position:	Director
Date:	31 December 2020
Due for Review by:	31 December 2021
Signature:	E W Dougherty

(C) u4c Privacy Policy

Please read carefully before downloading or using u4c Tutorials, u4c Resource files, u4c Wand^©files or u4c Intropack files.

BACKGROUND:

u4c4seconds Limited understands that your privacy is important to you and that you care about how it is used and shared online. We respect and value the privacy of everyone who visits Our Site and therefore (subject to the limited exceptions in section 5, below) do not collect information about you unless you contact us (in which case, see section 4, below). Any information we do collect will only be used in ways that are useful to you and in a manner consistent with your rights and Our obligations under the law.

Please read this Privacy Policy carefully and ensure that you understand it. Your acceptance of Our Privacy Policy is deemed to occur upon your first use of Our Site. If you do not accept and agree with this Privacy Policy, you must stop using Our Site immediately.

1 Definitions and Interpretation

In this Policy the following terms shall have the following meanings:

“Data” means collectively all information that you submit to u4c4seconds via the Website. This definition shall, where applicable, incorporate the definitions provided in the Data Protection Act 1998;

“u4c4seconds Limited” means u4c4seconds Limited, 257 Miotoni Road, Karen, Nairobi, Kenya;

“User” means any third party that accesses the Website and is not employed by u4c4seconds Limited and acting in the course of their employment; and

“Website” means the website that you are currently using www.u4c4seconds.com and any sub-domains of this site unless expressly excluded by their own terms and conditions.

2 Information About Us

2.1 Our Site, (www.u4c4seconds.com), is owned and operated by u4c4seconds Limited, a limited liability company registered in Kenya under Company No CPR/2015/180956, whose registered address is 257 Miotoni Road, Karen, Nairobi, Kenya and whose main trading address is at that address.

3 Scope – What Does This Policy Cover?

This Privacy Policy applies only to your use of Our Site. It does not extend to any websites that are linked to from Our Site (whether We provide those links or whether they are shared by other users). We have no control over how your data is collected, stored or used by other websites and We advise you to check the privacy policies of any such websites before providing any data to them.

4 Data Collected

4.1 Subject to section 4.3, Our Site does not collect any data from you unless you contact Us via an email link which is included on Our Site. We do not place cookies on your computer, nor do We use any other means of data collection.

4.2 From emails We may collect your name, your email address and any other information which you choose to give us.

4.3 Our Site automatically collects the following (non-personal) data:

4.3.1 Our Site automatically collects the following (non-personal) data:

5 How Do We Use Your Data?

5.1 All personal data is stored securely in accordance with the principles of the United Kingdom Data Protection Act 1998 and the EU General Data Protection Regulation (GDPR) as adopted in the EU on 25 May, 2018.

5.2 For more details on security see section 6, below.

5.3 As noted above, We do not generally collect any data. Where We do (if you email Us, for example), We may use your data as follows:

5.3.1 To respond to communications from you.

5.4 We will not share any of your data with any third parties for any purposes.

6 How and Where Do We Store Your Data?

6.1 We only keep your data for as long as We need to in order to use it as described above in section 5, and/or for as long as We have your permission to keep it.

6.2 Some or all of your data may be stored or transferred outside of the European Economic Area (“the EEA”) (The EEA consists of all EU member states, plus Norway, Iceland and Liechtenstein). You are deemed to accept and agree to this by using Our Site and submitting information to Us. If We do store or transfer data outside the EEA (this may be the case, for example, if Our email server is located in a country outside the EEA), We will take all reasonable steps to ensure that your data is treated as safely and securely as it would be within the EEA and under the Data Protection Act 1998.

6.3 Data security is of great importance to Us, and to protect your data We have taken suitable measures to safeguard and secure any data We hold about you (even if it is only your email address).

6.4 Steps We take to secure and protect your data include:

6.4.1 The Data Protection Measures as described by Section 22, section (B) of these Terms and Conditions ‘u4c Data Protection Policy.

6.5 Notwithstanding the security measures that We take, it is important to remember that the transmission of data via the internet may not be completely secure and that you are advised to take suitable precautions when transmitting to Us data via the internet.

7 How Can You Access Your Data?

You have the legal right to ask for a copy of any of your personal data held by Us (where such data is held) on payment of a small fee which will not exceed US$ 1. Please contact Us for more details at edwin@u4c4seconds.com, or using the contact details below in section 12. Alternatively, please refer to Our Data Protection Policy in Section B of these Terms, Conditions and Policies.

8 Contacting Us

If you have any questions about Our Site or this Privacy Policy, please contact Us by email at ops@u4c4seconds.com, by telephone on +254 743513517, or by post at PO Box 23739 – 00502, Nairobi, Kenya. Please ensure that your query is clear, particularly if it is a request for information about the data We hold about you (as under section 4, above).

7 Changes to Our Privacy Policy

We may change this Privacy Policy as we may deem necessary from time to time, or as may be required by law. Any changes will be immediately posted on Our Site and you will be deemed to have accepted the terms of the Privacy Policy on your first use of Our Site following the alterations. We recommend that you check this page regularly to keep up-to-date.

(D) u4c Disability Discrimination Policy

Please read carefully before downloading or using u4c Tutorials, u4c Resource files, u4c Wand^©files or u4c Intropack files.

u4c4seconds Ltd fully supports the principle of equal opportunities in employment and opposes all forms of unlawful or unfair discrimination on the grounds of disability. No applicant or employee shall receive less favourable treatment because of disability.

It is in the interest of u4c4seconds Ltd and those who work for it to ensure that all available human resource talents and skills are considered when employment opportunities arise.

u4c4seconds Ltd is committed to maintaining and managing a diverse work force.

PURPOSE

To ensure that u4c4seconds Ltd complies with the Equality Act 2010 and to ensure that disabled people falling within the definition of the Act are treated equally and fairly.

To ensure we recruit and retain the best people for u4c4seconds Ltd.

SCOPE

The Disability Discrimination Policy covers all staff and job applicants. This also covers employees who become disabled during their employment. Where relevant it also covers staff employed by outside agencies working on u4c4seconds Ltd’s premises.

POLICY GUIDELINES

Recruitment, training and promotion are carried out in line with u4c4seconds Ltd Codes of Practice. Clear job descriptions and person specifications are used (where appropriate) to enhance objective assessments and to ensure that decisions are made solely on objective and job related criteria.

u4c4seconds Ltd will endeavour to give training and guidance to all relevant Staff, to ensure that the risk of possible discriminatory attitudes affecting decisions are minimised and that there is an understanding of the relevant provisions of the Equality Act 2010.

u4c4seconds operates a Grievance Procedure to enable grievances, including those relating to unfair discrimination on grounds of disability, to be formally heard.

All reasonable and necessary changes will be investigated and any justified changes will be made to the workplace and to employment arrangements so that disabled people are not at any substantial disadvantage compared to non-disabled people. This covers all areas of employment, including recruitment, promotion and training.

In recruitment and selection, u4c4seconds Ltd will modify selection techniques, where appropriate, and make any other reasonable changes to ensure that disabled people can be considered equally with non-disabled candidates.

u4c4seconds Ltd will ensure that disabled people will receive equal treatment in training and development, and, where appropriate, will supply additional training.

A flexible approach will be adopted and, where possible and justified, consideration to reallocation of duties, time off for rehabilitation, assessment or treatment or other appropriate measures to ensure equal opportunity.

Every endeavour will be made to ensure that contract workers are not discriminated against because of their disability and will ensure that any contract workers and other agencies that may be used are aware of this policy.

u4c4seconds Ltd actively encourages promotion of this policy in its internal and external recruitment by ensuring that advertisements, job descriptions and person specifications do not discriminate. We welcome applications from disabled people. u4c4seconds Ltd will ensure that all new employees are aware of this policy as part of their induction and will regularly review and monitor this policy to ensure its implementation and effectiveness.

(E) u4c Policy on Equal Treatment

Please read carefully before downloading or using u4c Tutorials, u4c Resource files, u4c Wand^©files or u4c Intropack files.

u4c4seconds Ltd policy on equal treatment for all u4c Members is to offer the full and identical u4c Tutorial and Resource files that together comprise the u4c Members Course made available equally to every registered u4c Member upon enrolment.

u4c4seconds Ltd policy on equal treatment of all u4c Third-Party Users Licence (TPUL) holders is to offer the full and identical rights to each TPUL licencee, whilst recognising that TPUL licencees have no entitlement to the delivery or use of u4c Tutorial and Resource files as delivered and used by u4c Members for completing the u4c Members Course.

(F) u4c Member’s Software Licence Agreement

Please read carefully before downloading or using u4c Tutorials, u4c Resource files, u4c Wand^©files or u4c Intropack files.

This u4c Member’s Software Licence Agreement (Licence) is a legal agreement between you (Licencee or you) as an enrolled Member of the u4c Membership site and u4c4seconds Limited a company incorporated in Kenya, registration number CPR/2015/180956 having its registered office at 257 Miotoni Road, Karen, Nairobi, Kenya, (Licensor, us or we) to download, store and use u4c Software programs comprising:

1 the u4c Member Resource files comprising:

1 u4c Resource files (as defined in Schedule 1) and

2 u4c Wand^©files (as defined in Schedule 2) and

3 u4c Member Tutorials (as defined in Schedule 3)

and downloadable to you as a Member of the u4c Membership site.

We licence use of the u4c Resource files, u4c Wand^©files and u4c Tutorials to you for your own personal use on the basis of this Licence. We do not sell the u4c Resource files, u4c Wand^©files or the u4c Tutorials to you. We remain the owners of the u4c Resource files, the u4c Wand^©files and the u4c Tutorials at all times.

IMPORTANT NOTICE TO ALL USERS:

By installing the u4c software or u4c documentation or clicking on the “accept” button you agree to the terms of this Licence which will bind you, your employees or clients (the users).

If you do not agree to the terms of this Licence, we will not licence the u4c Resource files, u4c Wand^©files and u4c Tutorials to you and you must discontinue the installation process now.

You are advised to print and retain a copy of this Licence for your future reference.

1. Grant and scope of licence

1.1. In consideration of you agreeing to abide by the terms of this Licence and the payment of the appropriate u4c Membership (licence) fee, we grant to you a non-exclusive, non-transferable licence to use the u4c Resource files, u4c Wand^©files and u4c Tutorials that together form the components of the u4c Members Course for your own personal and individual use under the terms of this Licence.

1.2. You may:

Install and use the u4c Resource files, u4c Wand^©files and u4c Tutorials of the u4c Members Course in accordance with the terms and conditions as described in the Licensing Options page of our website (u4c software download terms and conditions);

Provided you comply with the provisions in clause 2 you may make a reasonable number of copies of the u4c Resource files, u4c Wand^©files and u4c Tutorials for sole purposes of back-up and provided that you do not use the backup copies for any purpose except

1 restoration of the u4c Resource, u4c Wand^©files and u4c Tutorials after loss,

2 for use in your personal working with the u4c Resource files, u4c Wand^©files and u4c Tutorials; and

3 If you are using a u4c Wand^©file or files for third-party use or end-use, you agree to

1 ensure as far as may be within your control that such third-party person or entity is or becomes the holder of a u4c Third-Party User Licence (TPUL) within 90 days of their first use or end use of any u4c Wand^©file or any spreadsheet file derived directly or indirectly therefrom.

2 ensure as far as may be within your control that in the event that such third-party does not become the holder of a u4c Third-Party User Licence (TPUL) within 90 days of their first use or end use of any u4c Wand^©file or any spreadsheet file derived directly or indirectly therefrom that that entity discontinues the storage, use or end use of any u4c Wand^©file or any spreadsheet file derived directly or indirectly therefrom.

3 in the event of such continued third-party storage and use without such third-party user or end user procuring a u4c Third-Party User Licence within 90 days of their first use or end use, to report such continued storage, use or end use by email to u4c4seconds Limited within 30 days after the expiry of 90 days from the first use or end use by that third-party of any u4c Wand^©file or any spreadsheet file derived directly or indirectly therefrom.

4 If you are using the u4c Software beyond the rights granted by the terms of this Licence, we will terminate this Licence in which case you must immediately cease to use the u4c Tutorials, u4c Resource files and u4c Wand^©files (as defined in Schedules, 1,2 and 3 to this agreement) and any files derived directly or indirectly from them.

You acknowledge that we have the right to terminate access and use to all unlicenced users of u4c Tutorials, u4c Resource files and u4c Wand^©files and any files derived directly or indirectly from them.

The terms, conditions and licence fees for third-party users or entities are set out in our website.

2. Restrictions

Except as expressly set out in this Licence or as permitted by law, you undertake:

2.1. not to copy the u4c Tutorials, u4c Resource files and u4c Wand^©files except where such copying is incidental to their normal use or where it is necessary for the purpose of back-up;

2.2. not to sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the u4c Tutorials, u4c Resource files or u4c Wand^©files;

2.3 to supervise and control use of the u4c Wand^©files and ensure that when used under your control for the use, end use or benefit of any third-party user or entity, such use will accord with the terms of this Licence;

2.4 to include our copyright notice on all entire and partial copies of the u4c Wand^©files in any form; and

2.5 not to provide, or otherwise make available, the u4c Tutorials, u4c Resource files and u4c Wand^©files in any form, in whole or in part to any person other than permitted by this software licence.

2.6 When using any u4c Wand^©file, or any spreadsheet file derived directly or indirectly therefrom you agree to enter either (1) your name or (2) your u4c Membership number or (3) your u4c Third-Party User Licence number in the prescribed cell named ‘u4c_License_Key’ to affirm that your use of that file is valid and legal.

2.7. You acknowledge that we have the right to independently verify and audit your and users use of the u4c Software.

3. Intellectual property rights

3.1. You acknowledge that all intellectual property rights in u4c Resource files, u4c Wand^©files and u4c Tutorials throughout the world belong to us; that rights in u4c Resource files, u4c Wand^©files and u4c Tutorials are licenced (not sold) to you, and that you have no rights in, or to, u4c Resource files, u4c Wand^©files and u4c Tutorials other than the right to use them in accordance with the terms of this Licence.

3.2. The integrity of u4c Tutorials, u4c Resource files and u4c Wand^©files is or may be protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in u4c Tutorials, u4c Resource files and u4c Wand^©files are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorised removal or circumvention of such TPM.

4. Limited warranty

4.1. We warrant that:

the u4c Resource files and u4c Wand^©files will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the u4c Tutorials; and

that the u4c Tutorials substantially describe the operation of the u4c Resource files and u4c Wand^©files in all material respects, for a period of 90 days from the date of installation of the u4c Resource files and u4c Wand^©files (Warranty Period).

4.2. The warranty does not apply:

if the defect or fault in u4c Resource files and u4c Wand^©files results from a user having modified or amended the original versions of any u4c Tutorials, u4c Resource files and u4c Wand^©files; and

if the defect or fault in the u4c Resource files and u4c Wand^©files results from a user having used the u4c Tutorials, u4c Resource files and u4c Wand^©files in contravention of the terms of this Licence.

4.3 This warranty is in addition to your legal rights in relation to u4c software that is faulty or not as described.

4.4. You acknowledge that the u4c Software will not operate entirely uninterrupted or error-free and is an off-the-shelf software package designed to support a course of training and to provide certain u4c-enabled files for user application and is not a bespoke software prepared to meet any user’s individual requirements. It is therefore the responsibility of the user to ensure that the facilities and functions described in the u4c Tutorials meet their requirements. We will not be liable for any material failure of the u4c Resource files and u4c Wand^©files to provide any facility or function not specified in the u4c Tutorials.

4.5. You acknowledge that the Licensor does not provide any financial, accountancy or legal advice under this Agreement or in relation to the u4c Software programs and, except to the extent expressly provided otherwise in this Agreement, the Licensor does not warrant or represent that the u4c Software programs or the use of the u4c Software programs by the Licensee will not give rise to any legal liability on the part of the Licensee or any other person.

4.6. You acknowledge that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the u4c Software will be wholly free from defects, errors and bugs.

4.7. You acknowledge that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the u4c Software will be entirely secure.

4.8. We do not warrant, guarantee or make any representations regarding the results of the u4c Tutorials, u4c Resource files and u4c Wand^©files in terms of their correctness, accuracy, reliability or otherwise. The entire risk as to the results of using the u4c Tutorials, u4c Resource files and u4c Wand^©files is assumed by the user.

4.9. If you are using a demo version of the u4c Software, you acknowledge that the u4c Software is provided “as is” without any warranties.

5. Limitation of liability if you are a consumer user

5.1. For the purposes of this Licence a “consumer” means any natural person who is using the Software for a purpose outside his or her trade, business or profession.

5.2. If you are a consumer, we only supply the Software and Documentation for domestic and private use. You agree not to use the Software and Documentation for any commercial, business or re-sale purposes, and we have no liability to you for any:

loss of profit;

loss of business;

business interruption;

loss of business opportunity; and

loss or corruption of data or information.

5.3. We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this Licence or our negligence up to the amount specified in clause 5.4, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the Licence.

5.4. Our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the licence fee you have paid. This does not apply to the types of loss set out in clause 5.5.

5.5. Nothing in this Licence shall limit or exclude our liability for:

death or personal injury resulting from our negligence;

fraud or fraudulent misrepresentation;

any other liability that cannot be excluded or limited by Kenyan law.

6. Termination

6.1. We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after we have provided you written notice requiring you to do so.

6.2. Upon termination for any reason:

all rights granted to you and users under this Licence shall cease;

you must cease all activities authorised by this Licence;

you must immediately delete or remove the u4c Tutorials, u4c Resource files and u4c Wand^©files and any files derived directly or indirectly therefrom from all computer equipment in your possession and certify to us that you have done so.

7. Communications between us

7.1. If you wish to contact us in writing, or if any clause in this Licence requires you to give us notice in writing, you can send this to us by email to ops@u4c4seconds.com. We will confirm receipt of this by contacting you in writing, normally by e-mail.

7.2. If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order for the u4c Software.

7.3. Pease note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent.

8. Other important terms

8.1. We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.

8.2. If you are a business customer, this Licence and any document or webpage expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the us which is not set out in this Licence or any document or webpage expressly referred to in it.

8.3. If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

8.4. Each of the clauses of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.

8.5. Please note that this Licence, its subject matter and its formation, are governed by Kenya law. You and we both agree to that the courts in Kenya will have non-exclusive jurisdiction.

8.6. u4c Membership (licence) fees are valid as the fees quoted in US Dollars (USD) in the u4c4seconds.com website at the time of application for u4c Membership.

8.7. VAT in the European Union: The prices listed include Value-Added Tax (VAT/TVA) except in the case of European Union customers ordering online who will be billed VAT at their local rate. If you are based inside the European Union and have a valid VAT number, please enter it in the Special Instructions field on the checkout page.

8.8. There is no physical shipping for any of our u4c Resource files, u4c Wand^©files and u4c Tutorials products. You must specify your e-mail address, so we can send your licence code and download link to you.

8.9. u4c Resource files including u4c Wand^©files are available and delivered in two content-similar versions optimised for use with Microsoft Excel when used on the Windows or on the Mac operating systems.

Continue u4c Member’s Software Licence Agreement on following page.

u4c Member’s Software Licence Agreement

Registered u4c Members may download, store and use the following u4c Member Resource files upon their registration as a Member of the u4c Membership site and payment of the appropriate u4c Membership licence fee.

u4c4seconds Limited offers no invigilation services to u4c Members, u4c Third Party User Licence holders, u4c Intropack applicants or any other user of u4c software, u4c Tutorials, u4c Resource files or u4c Wand© files.

“u4c Resource files” means the licence to use the files created in Microsoft Excel and identified as any u4c copyright Resource file as downloadable upon membership for hands-on use with u4c Tutorials as part of the u4c Members Course by any registered Member of the u4c Members site under the terms of the u4c Software Licence granted by u4c specifically to that u4c Member to download, store and use such files named as any one or more of the following u4c Resource files:

The ‘ddmmyy’ segment in the above file names will represent the date of release or of latest update of that file from u4c as, for example, ‘010418’ representing the date ‘01 April 2018’.

A tilde symbol ‘ ~ ’ may be inserted in the software file names above to identify files optimised for use with Excel 2010, Excel 2011 and previous versions of Microsoft Excel.

u4c reserves the right to at any time amend, re-name, remove or increase any of the above copyright u4c Resource files in the interests of maintaining the highest standards for u4c Members Course content and service to u4c Members.

The above listing does not include u4c copyright Resource files that fall into the category of ‘u4c Wand^©files’ as defined and listed in Schedule 2 to this u4c Members Software Licence Agreement.

u4c Member’s Software Licence Agreement

Schedule 2 – Schedule of copyright u4c Wand^©files.

Registered u4c Members may download, store and use the following u4c Wand^©files upon their registration as a Member of the u4c Membership site and payment of the appropriate u4c Membership licence fee.

“u4c Wand^©files” means the licence to use the files created by u4c in Microsoft Excel and identified as any u4c copyright Resource file that includes the element ‘HWand’ or ‘VWand’ within its file name as downloadable upon membership by any registered Member of the u4c Members site under the terms of the u4c Software Licence granted by u4c specifically to that u4c Member with such files named as any one or more of the following u4c Resource files as ‘u4c Wand^©files’:

A tilde symbol ‘ ~ ’ may be inserted in the software file names above to identify files optimised for use with Excel 2010, Excel 2011 and previous versions of Microsoft Excel.

u4c reserves the right at their sole discretion to at any time amend, re-name, remove or increase any of the above copyright u4c Wand^©files in the interests of maintaining the highest standards for u4c Members Course content and service to u4c Members.

u4c Member’s Software Licence Agreement

Registered u4c Members may download, store and use the following u4c Members Tutorial files upon their registration as a Member of the u4c Membership site and payment of the appropriate u4c Membership licence fee.

“u4c Tutorial files” means the licence to use the u4c copyright ‘print definition format’ (PDF) files created by u4c as the tutorial material for u4c Members to complete the u4c Members Course.

Such u4c copyright Tutorial files will include the downloadable PDF files as listed below and also listed in u4c Members Course Tutorial T000 u4c Members Course Content:

The ‘ddmmyy’ segment in the above PDF file names represent the date of release or of latest update of that file from u4c as, for example, ‘010418’ to represent the date ‘01 April 2018’.

u4c reserves the right at their sole discretion to at any time amend, re-name, remove or increase any of the above u4c copyright Tutorial files in the interests of maintaining the highest standards for u4c Members Course content and service to u4c Members.

(G) u4c Third-Party User Licence (TPUL) agreement

Please read this u4c Third-Party User Licence (TPUL) carefully, as it sets out the basis upon which we licence u4c Wand^©file Software for any third-party (non-u4c Member) use.

This u4c Third-Party User Licence Agreement is a legal agreement between you (Licencee or you) as a registered u4c Third-Party Licence (TPUL) holder and u4c4seconds Limited a company incorporated in Kenya, registration number CPR/2015/180956 having its registered office at 257 Miotoni Road, Karen, Nairobi, Kenya, (Licensor, us or we) to use the u4c Software programs designated the Schedule of copyright u4c TPUL Software – u4c Wand^©files below in this Agreement – and the licence to use any files derived from such u4c Wand^©files as designated below.

By clicking “accept agreement” when you apply for a u4c Third-Party User Licence (TPUL), you agree to be bound by the provisions of this TPUL.

By agreeing to be bound by this TPUL, you further agree that your employees, clients, advisors or or any person you authorise to use the u4c Software for your end-use will comply with the provisions of this TPUL.

1. Definitions

1.1 Except to the extent expressly provided otherwise, in this TPUL:

“u4c4s” means u4c4seconds Limited, a limited liability company incorporated in Kenya, registered as Company No CPR/2015/180956.

“Licensor ” means u4c4seconds Limited.

“u4c” means the product “u4c” represented by all component u4c Member Tutorials, u4c Resource files and u4c Wand^©files that together comprise the u4c Members Course and is also a generic term for the u4c4s organisation and its software systems.

“TPUL” means a u4c Third-Party User Licence granted by u4c4s under the terms and conditions of this u4c Third-Party User Licence agreement.

“User” means any person or legal entity to whom u4c4s grants a right to use the u4c TPUL Software under this u4c Third-Party User Licence agreement.

“u4c Qualifying Member” means a u4c Member duly nominated by a u4c Interim TPUL licence holder to advise on the installation and operation of u4c in any third-party (non-u4c Member) entity as a condition precedent for the conversion of a user’s Interim u4c TPUL licence to a Confirmed u4c TPUL licence under the terms of this u4c Third-Party User Licence agreement.

“Term” means the term of this TPUL, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

“Licence Fee” means those amounts that the parties have agreed in writing shall be payable by the User to the Licensor in respect of this TPUL;

“User Indemnity Event” has the meaning given to it in Clause 11.3.

“Effective Date” means the date upon which the User gives the User’s express consent to an Interim u4c Third-Party User Licence or Confirmed u4c Third-Party User Licence issued under the terms of this u4c Third-Party User Licence agreement.

“Interim u4c Third-Party User Licence” means an Interim u4c Third-Party User Licence granted to any third-person (non u4c Member) upon payment by them of the current u4c Third-Party User Licence Fee to be valid for 90 days after such payment and available for conversion to a Confirmed u4c Third-Party User Licence upon nomination by that Interim u4c Third-Party licence holder of a registered u4c Member as their required u4c Qualifying Member (QM) with the required skills and experience to install and operate u4c for that entity up to u4c standards.

“Confirmed u4c Third-Party User Licence” means a Confirmed, perpetual u4c Third-Party User Licence granted to any to any third-person (non u4c Member) Interim u4c Third-Party User Licence holder after nomination by them and acceptance by u4c of a nominated u4c Member to act as their required u4c Qualifying Member (QM) within 90 days of the issue of their Interim u4c Third-Party User Licence.

“Temporary u4c Third-Party User Licence” means a concessionary, temporary u4c Third-Party User Licence granted to any first-time end-user person or entity of any u4c Wand^©file or file derived directly or indirectly from any u4c Wand^©file with such temporary licence to be valid for a period of 90 days from the date of first use or end use by the Temporary u4c Third-Party User Licence holder.

“Expiry of u4c Interim Third-Party User Licence term” means the date upon which an Interim u4c Third-Party User Licence will expire on the date 90 days from its original issue in the event that the Interim u4c Third-Party User Licence holder has not by then nominated and u4c4s confirmed as a u4c Qualifying Member under the terms of this u4c Third-Party User Licence agreement.

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars;

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registerable or unregisterable, registered or unregistered, including any application or right of application for such rights and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs;

“Licensor Indemnity Event” has the meaning given to it in Clause 11.1;

“u4c TPUL Software” means the licence to use the software identified as any u4c copyright Wand^© file or any electronic or printed document derived directly or indirectly from any u4c copyright Wand^© file as downloadable by any registered Member of the u4c Members site under the terms of the u4c Software Licence granted by u4c4s specifically to that u4c Member and deriving directly or indirectly from u4c Wand^©files named as any one or more of the following:

Where the ‘ddmmyy’ segment in the software file names above will be replaced by the date of updating by u4c at any time in the example of ‘010418’ as representing ‘01 April 2018’.

Where the tilde symbol ‘ ~ ’ may be inserted in the software file names above to identify files optimised for use with Excel 2010, Excel 2011 and previous versions of Microsoft Excel.

u4c reserves the right at their sole discretion to at any time add to or remove any of the u4c Wand^©files as listed above.

2. Term

2.1 A Temporary u4c Third-Party User Licence shall be valid for a period of 90 days from its assumption; being the date of first use or end use of any u4c Wand^© file (or any file derived therefrom) by a u4c Temporary Third-Party User Licence holder.

2.2 An Interim u4c Third-Party User Licence shall be valid for a period of 90 days from its issue.

An Interim u4c Third-Party User Licence may be converted to a Confirmed u4c Third-Party User Licence within 90 days from its original issue after completing the terms for such confirmation as defined in this agreement.

An Interim u4c Third-Party User Licence shall expire after 90 days from its issue in the event that it is not by then converted to a Confirmed u4c Third-Party User Licence under the terms of this agreement.

2.3 A Confirmed u4c Third-Party User Licence shall continue in force indefinitely subject to termination in accordance with Clause 13.

3. Licence

3.1 The Licensor hereby grants to the User a worldwide, non-exclusive licence to:

(a) Use the u4c TPUL Software within their own specific entity’s organisation or operations.

3.2 The User may not sub-license and must not purport to sub-license any rights granted under Clause 3.1 without the prior written consent of the Licensor.

3.3 Save to the extent expressly permitted by this TPUL or required by applicable law on a non-excludable basis, any licence granted under this Clause 3 shall be subject to the following prohibitions:

(a) The User must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the u4c TPUL Software.

4. Maintenance Services

4.1 The Licensor shall not provide Installation or Maintenance Services to the User.

5. Support Services

5.1 The Licensor shall not provide Support Services to the User.

5.2 Any support services that the User may require are to be provided by any registered u4c Member appointed by the User at the User’s cost, approval and authority and under any terms to be agreed between the parties to such appointment.

5.3 u4c4seconds Limited offers no invigilation services to u4c Members, u4c Third Party User Licence holders, u4c Intropack applicants or any other user of u4c software, u4c Tutorials, u4c Resource files or u4c Wand© files.

6. No assignment of Intellectual Property Rights

6.1 Nothing in this TPUL shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the User, or from the User to the Licensor.

7. Licence Fee

7.1 The User shall pay a one-time Licence Fee to the Licensor in accordance with this TPUL.

7.2 All amounts stated in or in relation to this TPUL are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, general sales tax or other consumption taxes which, when chargeable, will be added to those amounts and payable by the User to the Licensor.

8. Payments

8.1 The Licensor shall issue an invoice and receipt for the licence fee to the User upon payment of the Interim TPUL licence fee.

8.2 The User must pay the Charges to the Licensor in advance upon the receipt of an invoice issued in accordance with this Clause 8.1.

8.3 The User must pay the Charges by debit card, credit card or bank transfer using such payment details as are notified by the Licensor to the User at the time of purchasing the TPUL.

9. Warranties

9.1 The Licensor warrants to the User that it has the legal right and authority to enter into this TPUL and to perform its obligations under the TPUL.

9.2 The Licensor warrants to the User that the u4c TPUL Software, when used by the User in accordance with this TPUL, will not breach any laws, statutes or regulations applicable under Kenya, United Kingdom, Australia, New Zealand or United States of America law.

9.3 The Licensor warrants to the User that the u4c TPUL Software, when used by the User in accordance with this TPUL, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

9.4 All of the parties’ warranties and representations in respect of the subject matter of this TPUL are expressly set out in this TPUL. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this TPUL will be implied into the TPUL or any related contract.

10. Acknowledgements and warranty limitations

10.1 The User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this TPUL, the Licensor gives no warranty or representation that the u4c TPUL Software will be wholly free from defects, errors and bugs.

10.2 The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this TPUL, the Licensor gives no warranty or representation that the u4c TPUL Software will be entirely secure.

10.3 The User acknowledges that the Licensor will not provide any legal, financial, accountancy or taxation advice under this TPUL or in relation to the u4c TPUL Software; and, except to the extent expressly provided otherwise in this TPUL, the Licensor does not warrant or represent that the u4c TPUL Software or the use of the u4c TPUL Software by the User will not give rise to any legal liability on the part of the User or any other person.

11. Indemnities

11.1 The Licensor shall indemnify and shall keep indemnified the User against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the User and arising directly or indirectly as a result of any breach by the Licensor of this TPUL (a “Licensor Indemnity Event“).

11.2 The User must:

(a) upon becoming aware of an actual or potential Licensor Indemnity Event, notify the Licensor;

(b) provide to the Licensor all such assistance as may be reasonably requested by the Licensor in relation to the Licensor Indemnity Event;

(c) allow the Licensor the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Licensor Indemnity Event; and

(d) not admit liability to any third party in connection with the Licensor Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Licensor Indemnity Event without the prior written consent of the Licensor,

11.3 The User shall indemnify and shall keep indemnified the Licensor against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Licensor and arising directly or indirectly as a result of any breach by the User of this TPUL (a “User Indemnity Event“).

11.4 The Licensor must:

(a) upon becoming aware of an actual or potential User Indemnity Event, notify the User;

(b) provide to the User all such assistance as may be reasonably requested by the User in relation to the User Indemnity Event;

(c) allow the User the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the User Indemnity Event; and

(d) not admit liability to any third party in connection with the User Indemnity Event or settle any disputes or proceedings involving a third party and relating to the User Indemnity Event without the prior written consent of the User,

11.5 The indemnity protection set out in this Clause 11 shall be subject to the limitations and exclusions of liability set out in this TPUL.

12. Limitations and exclusions of liability

12.1 Nothing in this TPUL will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(d) exclude any liabilities that may not be excluded under applicable law.

12.2 The limitations and exclusions of liability set out in this Clause 12 and elsewhere in this TPUL:

(a) are subject to Clauses 12.1 and 15.6; and

(b) govern all liabilities arising under the TPUL or relating to the subject matter of the TPUL, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the TPUL.

12.3 The Licensor will not be liable to the User in respect of any losses arising out of a Force Majeure Event.

12.4 The Licensor will not be liable to the User in respect of any loss of profits or anticipated savings.

12.5 The Licensor will not be liable to the User in respect of any loss of revenue or income.

12.6 The Licensor will not be liable to the User in respect of any loss of business, contracts or opportunities.

12.7 The Licensor will not be liable to the User in respect of any loss or corruption of any data, database or software.

12.8 The Licensor will not be liable to the User in respect of any special, indirect or consequential loss or damage.

12.9 The liability of the Licensor to the User under this TPUL in respect of any event or series of related events shall not exceed the greater of:

(a) the total amount paid and payable by the User to the Licensor under the TPUL in the 12 month period preceding the commencement of the event or events.

12.10 The aggregate liability of the Licensor to the User under this TPUL shall not exceed:

(a) the total amount paid and payable by the User to the Licensor under the TPUL agreement.

13. Termination

13.1 The User may terminate this TPUL by giving to the Licensor written notice of termination.

13.2 Either party may terminate this TPUL immediately by giving written notice of termination to the other party if:

(a) the other party commits any material breach of the TPUL, and:

(i) the breach is not remediable; or

(ii) the breach is remediable, but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(b) the other party persistently breaches the TPUL irrespective of whether such breaches collectively constitute a material breach.

13.3 Either party may terminate this TPUL immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) is or becomes unable to pay its debts as they fall due;

(iii) is or becomes insolvent or is declared insolvent; or

(iv) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(d) if that other party is an individual:

(i) that other party dies;

(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(e) that other party is the subject of a bankruptcy petition or order.

14. Effects of termination

14.1 Upon the termination of this TPUL, all of the provisions of this TPUL shall cease to have effect, save that the following provisions of this TPUL shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 11, 12, 14, 15 and 16.

14.2 The termination of this TPUL shall not affect the accrued rights of either party.

14.3 For the avoidance of doubt, the licences of the TPUL Software in this TPUL shall terminate upon the termination of this TPUL; and, accordingly, the User must immediately cease to use the TPUL Software upon the termination of this TPUL.

15. General

15.1 No breach of any provision of this TPUL shall be waived except with the express written consent of the party not in breach.

15.2 If any provision of this TPUL is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the TPUL will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

15.3 This TPUL may not be varied except by a written document signed by or on behalf of each of the parties.

15.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this TPUL.

15.5 This TPUL is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this TPUL are not subject to the consent of any third party.

15.6 Nothing in this TPUL shall exclude or limit any liability of a party for fraud or fraudulent misrepresentation, or any other liability of a party that may not be excluded or limited under applicable law.

15.7 Subject to Clauses 13.1 and 15.6, this TPUL shall constitute the entire agreement between the parties in relation to the subject matter of this TPUL, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

15.8 This TPUL shall be governed by and construed in accordance with Kenya law.

15.9 The courts of Kenya shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this TPUL.

16. Interpretation

16.1 In this TPUL a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

16.2 The Clause headings do not affect the interpretation of this TPUL.

16.3 In this TPUL, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

(H) u4c Intropack User Software Licence Agreement

Please read carefully before downloading or using u4c Intopack content.

By your action of downloading or using the content of any u4c Intropack, you agree to the terms set out in this u4c Intropack Software Licence Agreement as a condition precedent to downloading or using any of the u4c copyright ^©content as listed in Schedule 4 as below.

This u4c Intropack User Software Licence Agreement (Licence) is a legal agreement between you (Licencee or you) and u4c4seconds Limited a company incorporated in Kenya, registration number CPR/2015/180956 having its registered office at 257 Miotoni Road, Karen, Nairobi, Kenya, (Licensor, us or we) to download, store and use u4c Software programs comprising:

The ‘ddmmyy’ segment in the above PDF file or u4c Resource file names represent the date of release or of latest update of that file from u4c as, for example, ‘010418’ to represent the date ‘01 April 2018’.

u4c4seconds Limited reserves the right at their sole discretion to at any time amend, re-name, remove or increase any of u4c Intropack files as listed above.

For the purposes of this Agreement, u4c4seconds Limited expressly waives its right of copyright protection for either of the Excel ‘.xls’ files R701 u4c umac file 2013 ddmmyy.xls or R701~u4c umac file 2010 ddmmyy provided only that such files are used by any party only in their original, unchanged format and as originally downloaded from u4c.

This u4c Intropack Software Licence Agreement (Licence) shall carry the same terms and conditions for the download and use of u4c Intropack material as applies to the download and use of the material used by u4c Members as set out in Section (F) – u4c Member’s Software Licence Agreement – of this u4c Terms and policies document.

(I) u4c Cookies Policy

Please read carefully before downloading or using u4c Tutorials, u4c Resource files, u4c Wand^©files or u4c Intropack files.

Introduction

This website u4c4seconds.com (“Our Site”) uses cookies and similar technologies in order to distinguish you from other users. By using cookies, We are able to provide you with a better experience and to improve Our Site by better understanding how you use it. Please read this Cookie Policy carefully and ensure that you understand it. Your acceptance of Our Cookie Policy is deemed to occur if you continue using Our Site. If you do not agree to Our Cookie Policy, please stop using Our Site immediately.

Definitions and Interpretation

In this Cookie Policy, unless the context otherwise requires, the following expressions have the following meanings:

“cookie”	means a small file consisting of letters and numbers that Our Site downloads to your computer or device;
“web beacon”	means a small, transparent image file (usually only 1-pixel x 1-pixel in size) used for tracking user behaviour and activity around Our Site;
“We/Us/Our”	means u4c4seconds Limited, a company registered in Kenya under company number CPR/2015/180956, whose registered address and main trading address is 257 Miotoni Road, Karen, Nairobi, Kenya.

How Does Our Site Use Cookies?
1. We may use cookies on Our Site for a number of reasons, all of which are designed to improve your experience of using it. Cookies allow you to navigate around Our Site better and enable Us to tailor and improve Our Site by saving your preferences and understanding your use of it.
2. We use the following types of cookie:
  1. Strictly Necessary Cookies

A cookie falls into this category if it is essential to the operation of Our Site, supporting functions such as logging in, your shopping basket, and payment transactions.

Analytics Cookies

It is important for Us to understand how you use Our Site, for example, how efficiently you are able to navigate around it, and what features you use. Analytics cookies enable us to gather this information, helping Us to improve Our Site and your experience of it.

Functionality Cookies

Functionality cookies enable Us to provide additional functions to you on Our Site such as personalisation and remembering your saved preferences.

Targeting Cookies

It is also important for Us to know when and how often you visit Our Site, and which parts of it you have used (including which pages you have visited and which links you have clicked on). As with analytics cookies, this information helps us to better understand you and, in turn, to make Our Site and advertising more relevant to your interests.

Third Party Cookies

Third party cookies are not placed by Us and We have no control over them. Third party cookies may be used by advertising services to serve up tailored advertising to you on Our Site, or by third parties providing analytics services to Us (these cookies will work in the same way as analytics cookies described above).]

Persistent Cookies

Any of the above types of cookie may be a persistent cookie. Persistent cookies are those which remain on your computer or device for a predetermined period and are activated each time you visit Our Site.

Session Cookies

Any of the above types of cookie may be a session cookie. Session cookies are temporary and only remain on your computer or device from the point at which you visit Our Site until you close your browser. Session cookies are deleted when you close your browser.

We also use web beacons on Our Site to track your navigation around it. As with analytics cookies described above, web beacons help Us to understand how you use Our Site and enable us to improve it in the future.
For more specific details of the cookies that We use, please refer to the table on the page below.

What Cookies Does Our Site Use?

How You Can Control Cookies
1. Internet browsers normally accept cookies by default. You can change these settings if you wish, however please be aware that this is not generally a per-site setting and will prevent all websites from using cookies, not just Ours. Please also be aware that by disabling cookies in your browser, you may impair the functionality of Our Site.
2. The links below provide instructions on how to control cookies in all mainstream browsers:
  1. Google Chrome: https://support.google.com/chrome/answer/95647?hl=en-GB
  2. Microsoft Internet Explorer: https://support.microsoft.com/en-us/kb/278835
  3. Microsoft Edge: https://support.microsoft.com/en-gb/products/microsoft-edge (Please note that there are no specific instructions at this time, but Microsoft support will be able to assist)
  4. Safari (OSX): https://support.apple.com/kb/PH21411?viewlocale=en_GB&locale=en_GB
  5. Safari (iOS): https://support.apple.com/en-gb/HT201265
  6. Mozilla Firefox: https://support.mozilla.org/en-US/kb/enable-and-disable-cookies-website-preferences
    1. Android: https://support.google.com/chrome/answer/95647?co=GENIE.Platform%3DAndroid&hl=en (Please refer to your device’s documentation for manufacturers’ own browsers)
3. In addition to using cookies on Our Site, we use cookies and similar technologies in some of the emails we send to you. Just like the cookies on Our Site, these are used to help Us understand your use of Our Site and to keep improving it.
4. We use web beacons in some of Our emails. We use web beacons to detect when (or whether) you open an email and how you have interacted with it, and other information such as your email client, web browser, computer or device, and IP address. Web beacons may also be used to serve up emails in a particular format that is best suited to your computer or device.
5. Emails from Us may contain links. Each one of those links will contain a unique tag which enables Us to track which links are being used and by whom. This information can then be used to improve and tailor our emails in the future.
Changes to this Cookie Policy
1. We may alter this Cookie Policy at any time. Any such changes will become binding on you on your first use of Our Site after the changes have been made. You are therefore advised to check this page from time to time.
2. In the event of any conflict between the current version of this Cookie Policy and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.
Further Information
1. For more information about cookies, please visit www.aboutcookies.org (this is an external link and We are not responsible for its content).

This section (J) clarifies the basis upon which we licence the use of u4c Tutorials, u4c Resource files and u4c Wand^©file Software.

u4c Membership grants a registered u4c Member a personal licence to use the copyright u4c Tutorials, u4c Resource files and u4c Wand^©files made available to them as defined under (F) u4c Member’s Software Licence Agreement of these u4c Terms and Conditions and Policies as strictly for their sole personal use.

Third parties – defined as any person or entity who is not a registered u4c Member – is not permitted the use of copyright u4c Tutorials or u4c Resource files or any files derived directly or indirectly from u4c Resource files and may only use u4c Wand^©files or any files derived directly or indirectly from u4c Wand^©files under a Temporary, Interim or Confirmed u4c Third-Party User Licence (TPUL) as issued under the terms contained in (G) Third-Party User Licence Agreement of these u4c Terms and Conditions and Policies.

Any u4c Third-Party User Licence holder may use any u4c Wand^©file for whatever purpose, provided that that purpose is for the TPUL licence holder’s sole use. Any other Third-Party User will then be required to secure and hold a u4c Third-Party User Licence in their own name to comply with the terms of u4c copyright.

u4c4s recognises the need for u4c training of any TPUL holder’s personnel within their company, entity or organisation. This includes the need or wish for a u4c Member to help train such personnel in the use of u4c in that company, entity or organisation.

u4c4s here puts on record that in order for such u4c training to accord to the quality standards applied by u4c, and to have any person uphold the standards applied by u4c, that person being trained is required to become a u4c Member in order to have their own personal access to and use of u4c Tutorials, u4c Resource files and u4c Wand^©files and any files derived directly or indirectly therefrom thereafter in their work for a u4c TPUL licence holder or for their own personal use.