Terms and Conditions

4.1. In various provisions in this Agreement, we have outlined liquidated damages amounts to be applied against you if you violate these specific provisions. You specifically agree to pay these amounts. In agreeing to pay liquidated damages, you acknowledge that this amount is not a penalty, that the actual damages are uncertain and difficult to ascertain, but that this amount represents the parties’ good faith attempt to calculate an appropriate compensation based on anticipated actual damages and is a genuine pre-estimate of the loss and damage which may be suffered by us.

4.2. For any breach of a portion of this Agreement that does not specifically state a liquidated damages amount, you hereby agree that any breach of this Agreement shall result in liquidated damages of Seven Thousand Five Hundred Kenyan Shilling (KES 7500) per occurrence. You specifically agree to pay these Seven Thousand Five Hundred Kenyan Shilling (KES 7500) in liquidated damages per occurrence, but that you will not be required to pay such liquidated damages in an amount in excess of Three Hundred and Fifty Thousand Kenyan Shilling (KES 350,000) or the outstanding balance of currency or other assets in your accounts with the Company, whichever is greater.

5.1. You expressly agree that use of the Site, Exchange, and Services is at your own and sole risk. You also understand and agree that any material and/or data downloaded or otherwise obtained through the use of the Site and Services or any of the Materials contained therein is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data.

5.2. The Site, Exchange, and Services, and all materials contained therein, are provided “as is” without warranty of any kind, either express or implied, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

5.3. We make no representations or warranties that the Site, Exchange, and Services, or any Materials contained therein, will be uninterrupted, timely, secure, or error free; nor do we make any representations or warranties as to the quality, suitability, truth, usefulness, accuracy, or completeness of the Site, Exchange, and Services or any of the materials contained therein.

5.4. You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties. We do not assume any responsibility or risk for your use of the Internet.

5.5. We make no warranty regarding any transaction entered into through the Site, Exchange, or Services, and we are not responsible for any use of confidential or private information by users or third parties. We are NOT responsible for the BTC market, and we make no representations or warranties concerning the value of virtual currency of any kind. You understand and agree that the value of virtual currencies can be volatile and we are not in any way responsible or liable for any losses you may incur by holding or trading virtual currencies, even if the Site or Services are delayed, suspended, or interrupted for any reason.

5.6. The warranties and representations set forth in this Agreement are the only warranties and representations made by Us with respect to this Agreement and the Services, and are in lieu of any and all other warranties, written or oral, express or implied, that may arise either by agreement between the parties or by operation of law or otherwise, including warranties of merchantability and fitness for a particular purpose which are excluded to the fullest extent permitted by applicable laws. None of these warranties and representations will extend to any third person.

6.1. The provision of any services, which are in violation of any laws is strictly prohibited. If we determine that you or any User has provided or intends to engage in any activity or provide any services or material in violation of any law, your ability to use the Site, Exchange, and Services will be terminated immediately without any reimbursement of any payment or fees you may have made to us. We reserve the right, in our sole discretion, to cooperate with law enforcement upon legal request and/or advisement of an attorney. We do hereby disclaim any liability for damages that may arise from any User providing any material or services for any purpose that violates any law. You do hereby agree to defend, indemnify and hold us harmless from any liability that may arise for us should you violate any law.

6.2. To the maximum extent permitted by applicable laws, you also agree to defend and indemnify us should any third party be harmed by your illegal actions or should we be obligated to defend any claims including, without limitation, any criminal action brought by any party.

6.3.To the maximum extent permitted by applicable laws, you agree to defend, indemnify, and hold harmless Company, its parent company, affiliates and subsidiaries and each of their respective officers, directors, shareholders, members, partners, attorneys, employees, independent contractors, telecommunication providers, and agents, from and against any and all claims, actions, loss, liabilities, expenses, costs, or demands, including without limitation legal and accounting fees, for all damages directly, indirectly, and/or consequentially resulting or allegedly resulting from your (or you under another person’s authority including without limitation to governmental agencies) use, misuse, or inability to use the Site, Exchange, Services, or any of the Materials contained therein, or your breach of this Agreement. we shall notify you by electronic mail, mail, or other appropriate means, of any such claim or suit, and reasonably cooperate (at your expense) in the defines of such claim or suit. We reserve the right to participate in the defines of such claim or defines and choose our own legal counsel, but are not obligated to do so.

6.4. To the maximum extent permitted by applicable laws, you hereby discharge, acquit, and otherwise release Company, its parent company, its affiliates and subsidiaries and each of their respective agents, employees, officers, directors, shareholders, attorneys, and affiliates, from any and all allegations, counts, charges, debts, causes of action, and claims relating in any way to the use of, or activities relating to the use of the Site and Services including, but not limited to claims relating to the following:

6.4.1. Negligence, gross negligence, reckless conduct, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, intellectual property, misrepresentation, any financial loss not due to the fault of the Site, false identities, fraudulent acts by others, invasion of privacy, release of personal information, failed transactions, purchases or functionality of the Site, unavailability of the Site, its functions and/or Services and any other technical failure that may result in inaccessibility to the Site, Exchange or Services, or any claim based on vicarious liability for torts committed by users encountered or transacted with through the Site and Services, including but not limited to fraud, computer hacking, theft or misuse of personal information, assault, battery, stalking, rape, cheating, perjury, manslaughter, or murder.

6.4.2. The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by you. This release is intended by the parties to be interpreted broadly in favour of us, and thus any ambiguity shall be interpreted in a manner providing release of the broadest claims. This release is intended to be a full release of claims, and the parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.

7.1. Save as permitted to the maximum extent by applicable laws, in no event shall we (or our licensors, agents, suppliers, resellers, service providers, or any other subscribers or suppliers) be liable to you, or any other third party for any direct, special, indirect, incidental, consequential, exemplary, or punitive damages, including without limitation, damages for loss of profits, loss of information, business interruption, revenue, or goodwill, which may arise from any person’s use, misuse, or inability to use the Site, Exchange, Services, or any of the materials contained therein, even if we have been advised of the probability of such damages. This is for any matter arising out of or relating to this Agreement and your use of the Site and the Services, whether such liability is asserted on the basis of contract, tort or otherwise, even if we have been advised of the possibility of such damages.

7.2. We (nor any bank where our deposit accounts are held) will not be liable for our failure to perform any obligations under this Agreement due to events beyond our control, and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond our control include, but are not limited to, acts of God, war, riot, arson, embargoes, civil commotion, strikes, labour disputes, equipment failures, bank failures, virtual currency market collapse or fluctuations, credit or debit card transaction processing failures, strikes, fire, flood, earthquake, hurricanes, tropical storms or other natural disaster or casualty, shortages of labour or material, shortage of transportation, facilities, fuel, energy, government regulation or restriction, acts of civil or military authority or terrorism, fibre cuts, weather conditions, breaches or failures to perform by third parties, technical problems, including hardware and software crashes and other malfunctions, failure of the telecommunications or information services infrastructure, hacking, SPAM or failure of any computer, server or software disruptions on account of or caused by vandalism, theft, phone service outages, power outage, Internet disruptions, viruses, and mechanical, power or communications failures. If, after the date of this Agreement, any law, regulation, rule, regulation or decision of any funding method association, or ordinance, whether federal, state, or local, becomes effective which substantially alters our ability to perform Services hereunder, we shall have the right to cancel this Agreement, with notice, if reasonably possible, effective upon the earlier of (is) the date upon which we are unable to provide our Services hereunder; or (ii) thirty (30) days following notice.

7.3. In no event shall our maximum total aggregate liability hereunder for direct damages exceed the total fees actually paid by you for use of the Site or Services for a period of more than three (3) months from the accrual of the applicable cause or causes of action. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

7.4. To the extent allowable by law, we reserve the right to set-off any damages or amounts owed to us by you for your breach of this Agreement or other obligations under this Agreement against funds in your Account.

8.1. Some websites, which are linked to or from the Site are owned and operated by third parties. Because we have no control over such websites and resources, you acknowledge and agree that we are not responsible or liable for the availability of such external websites or resources, and do not screen or endorse them, and are not responsible or liable for any content, advertising, services, products, or other materials on or available from such websites or resources.

8.2. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party content, goods or services available on or through any such website or resource. If you decide to access any such third party website, you do so entirely at your own risk and subject to any terms and conditions and privacy policies posted therein.

8.3. You further acknowledge that use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use for those websites, and not by this Agreement or our Privacy Policy, which is incorporated into this Agreement by reference.

8.4. Links to external websites (including external websites that are framed by the Site) or inclusions of advertisements do not constitute an endorsement by us of such websites or the content, products, advertising, or other materials presented on such Site, but are for your convenience.

8.5. You hereby agree to hold us harmless from any and all damages and liability that may result from the use of links that may appear on the Site or via the Services. We reserve the right to terminate any link or linking program at any time.

9.1. ‘Belfrics’ is considered a service mark owned and/or licensed by us. We aggressively defend our intellectual property rights.

9.2. Other manufacturers’ product and service names referenced herein may be trademarks and service marks of their respective companies and are the exclusive property of such respective owners, and may not be used publicly without the express written consent of the owners and/or holders of such trademarks and service marks. You acknowledge and agree that we either own or have been authorized by relevant third party intellectual property owners to use all trademarks, copyright, patents, design and intellectual property of any nature and form found on the Site and the Services.

9.3. All of the marks, logos, domains, and trademarks that you find on the Site and Services may not be used publicly except with express written permission from us, and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits us.

10.1. The Materials accessible from the Site, Services, and any other website owned, operated, licensed, or controlled by Us are our proprietary information and valuable intellectual property and we retain all right, title, and interest in the Materials.

10.2. The Materials may not be copied, distributed, republished, modified, uploaded, posted, or transmitted in any way without our prior written consent, except that you may print out a copy of the Materials solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Materials.

10.3. Modification or use of the Materials except as expressly provided in this Agreement violates our intellectual property rights.

10.4. Neither title nor intellectual property rights are transferred to you by access to the Site and Services.

10.5. All Materials included on the Site, such as text, graphics, photographs, video and audio clips, music, soundtracks, button icons, streaming data, animation, images, downloadable materials, data compilations and software are the property of Company or its content suppliers and is protected by United States and international copyright laws. The compilation of all Materials on the Site is the exclusive property of Company or its content suppliers and protected by United States and international copyright laws, as well as other laws and regulations.

11.1. You understand and acknowledge that the software elements of the Materials on the Site may be subject to regulation by agencies of the Government of Kenya, which prohibits export or diversion of software to certain countries and third parties. Diversion of such Materials contrary to Kenya or international law is prohibited.

11.2. You will not assist or participate in any such diversion or other violation of applicable laws and regulations.

11.3. You agree that none of the Materials are being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or be used for proscribed activities.

11.4. NO AGENCY RELATIONSHIP – Nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. We are not your agent, fiduciary, trustee or other representative. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and this Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and Us.

12.1. Notice – Any notice we are required to give you under this Agreement may be provided by email, postal mail, or facsimile utilizing the contact information provided by you when you registered with the Site or by general posting on the Site. Notices from you to us shall be given by email to: [email protected]unless otherwise specified in the Agreement.

12.2. Change of Address – Either party may change the address to which notice is to be sent by written notice to the other party pursuant to this provision of the Agreement.

12.3. Change to Terms and Conditions or Fee Schedule – We will provide you notice of a change to our Terms and Conditions or Fee Schedule through the email address you provide to us. The email notice to you will instruct you to visit our website to review the new changes to the Terms and Conditions or the Fee Schedule.

12.4. When Notice is Effective – Notices shall be deemed effective upon delivery. Notices delivered by overnight carrier (e.g., Kenyan Postal) shall be deemed delivered on the business day following mailing. Notices mailed by Kenyan Speed Post, postage prepaid, registered or certified with return receipt requested, shall be deemed delivered five (5) days after mailing. Notices by email and facsimile transmission, with confirmation from the transmitting machine that the transmission was completed, are acceptable under this Agreement provided that they are deemed delivered one (1) hour after transmission if sent during the recipient’s business hours, or otherwise at 9:00 a.m. (recipient’s time) the next business day. Notices delivered by posting on the site shall be deemed delivered upon posting. Notices delivered by any other method shall be deemed given upon receipt. Either Party may, by giving the other Party appropriate written notice, change the designated address, fax number and/or recipient for any notice or courtesy copy, hereunder.

12.5. Refused, Unclaimed, or Undeliverable Notice – Any correctly addressed notice that is refused, unclaimed, or undeliverable, because of an act or omission of the Party to be notified shall be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, facsimile machine, email server or service provider, or overnight delivery service.

13.1. We do not provide any facility for sending or receiving private or confidential electronic communications. Visitors should not use this Site or Services to transmit any communication for which the sender intends only the sender and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered into this Site or Services can and may be read by the agents and operators of the Site or Services, regardless of whether they are the intended recipients of such messages.

14.1. Binding Arbitration

If a dispute arises between the Parties arising out of or otherwise relating to this Agreement, the Parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the Parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either Party must submit the issue to binding arbitration in accordance with applicable Arbitration Ordinance. Claims subject to arbitration (“Arbitral Claims”) shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation, excepting only claims by Us under applicable worker’s compensation law, unemployment insurance claims, intellectual property claims (including but not limited to claims involving copyrights, trademarks, patents, unfair competition, and/or trade secrets), along with actions (regardless of the underlying cause of action) by Us seeking injunctions, attachment, garnishment, and other equitable relief.

Any dispute arising out of or relating to this Agreement, or the breach thereof, shall be finally settled on an individual basis –

(i) in the case of disputes involving customers of Belfrics Kenya Pvt Ltd, by arbitration in Kenya in accordance with the Arbitration Rules of the Kenyan International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The language of the arbitration shall be English and the Agreement shall be interpreted in accordance with the laws of Kenya.

An arbitral decision resulting from (i) the above may be enforced in any court, and a prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. Additionally, the Parties waive any right to trial by jury, as well as any right to participate in a class action lawsuit.

14.2. The Arbitrator shall have no authority to award any punitive or exemplary damages, certify a class action, add any parties, or vary or ignore the provisions of this Agreement. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding.

14.3. No waiver of right to arbitration -There shall be no waiver of the right to arbitration unless such waiver is provided affirmatively and in writing by the waiving party to the other party. There shall be no implied waiver of this right to arbitration. No acts, including the filing of litigation, shall be construed as a waiver or a repudiation of the right to arbitrate.

14.4. Notwithstanding the period of limitation prescribed by applicable laws for the bringing of any relevant action or claim, the Parties hereby mutually agree that no action, regardless of form, arising out of or in conjunction with the subject matter of this Agreement, except for claims involving intellectual property, claims to recover outstanding amounts due to Us and claims for indemnification, may be brought by any Party more than one (1) year after the cause of action arose, following which either Party shall have no further claim whatsoever against the other Party.

15.1. Each Party acknowledges that the other Party’s remedies at law may be inadequate to provide them with full compensation in the event of a breach of this Agreement, and that the non-breaching Party shall therefore be entitled to seek injunctive relief in the event of any such breach, in addition to seeking all other remedies available at law or in equity.

16.1. Assignment. The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be. You may not assign this Agreement without our prior written consent. We may assign this Agreement and our rights and obligations hereunder at any time upon thirty (30) days prior written notice to you.

16.2. Severability. If for any reason a court of competent jurisdiction or an arbitrator finds any provision of this Agreement, or any portion thereof, to be invalid, unenforceable or illegal, such invalidity, unenforceability or illegality shall not affect the remainder of this Agreement which will continue to be in full force and effect.

16.3. No Waiver. No waiver or action made by us shall be deemed a waiver of any subsequent default of the same provision of this Agreement. No failure or delay in exercising or enforcing any privilege, right, remedy, or power hereunder shall be deemed a waiver of such provision by us. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement. All waivers must be in writing.

16.4. Headings. All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.

16.5. Complete Agreement. This Agreement, together with our Privacy Policy, and AML/KYC document constitutes the entire agreement between the parties with respect to your access and use of the Site, Exchange, Services and the Materials contained therein, and your use of the Site and Services, and supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matter.

16.6. Other Jurisdictions. We make no representation that the Site, Exchange, Services or any of the Materials contained therein are appropriate or available for use in other locations, and access to them from territories where their content or function may be illegal or is otherwise prohibited. Those who choose to access the Site, Exchange and Services from such locations do on their own initiative and are solely responsible for determining compliance with all applicable local laws