General Terms and Conditions

Last updated: 4th December, 2024

The following are the General Terms and Conditions between Closered Company Limited ("Ipo Siku") and you, the Client/Company/Business ("the Customer") licensed by Ipo Siku to use the Ipo Siku Software Solution.

Ipo Siku may amend and/or vary these Ipo Siku Software General Terms and Conditions and any amendments and/or variations thereto shall be published on the Ipo Siku website and shall take effect on the date of the publication or as otherwise provided in such amendment or variation.

By signing a license agreement that incorporates these Ipo Siku Software General Terms and Conditions by reference and/or by the Customer continuing to use the Ipo Siku Software (as hereinafter defined) the Customer shall be deemed to have read, understood and agreed to abide by these Ipo Siku Software General Terms and Conditions and any amendments and/or variations thereto. If a term is relevant only to the usage of a specific Ipo Siku product or software, that term shall only apply to that particular product or software.

1. Definitions

In these Ipo Siku Software General Terms and Conditions, the following terms shall have the following meaning ascribed to them:

  • "Account Holder" means the registered members of the Customer;
  • "Business Day" means any day (other than Saturday, Sunday, national day or gazetted public holiday in Kenya) on which banking institutions in Kenya are generally open for the conduct of banking business;
  • "Customer" means any company, institution, or registered business licensed by Ipo Siku to utilize the Ipo Siku Software;
  • "Force Majeure Event" has the meaning ascribed to it in clause 9.1;
  • "Intellectual Property" has the meaning ascribed to it in clause 13.1.3;
  • "Ipo Siku Products" means any products or services offered by Ipo Siku to the Customer and/or the Account Holders;
  • "Ipo Siku Software" means a cloud-based Resume Optimization Solution including its integrated tools tailored to drive job search efficiency;
  • "License Agreement" means the licence agreement executed between Ipo Siku and the Customer;
  • "Marketing Information" has the meaning ascribed to it in clause 2.4;
  • "Material" means any systems, equipment, hardware, software, specifications, processes, programs, documentation, databases, reports, and other items used with respect to the Ipo Siku Software;
  • "Subscription Fee" means the fee payable by the Customer to Ipo Siku;
  • "Term" means the term of the License Agreement.
2. Use of Service

The use of the Ipo Siku Software and the Ipo Siku Products by the Customer shall be restricted to the manner authorized by Ipo Siku for purposes of processing and controlling the Account Holder's data and information for the Customer's normal operation purposes.

3. Data Protection

Your privacy is important to us. Our collection and use of your information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

4. License Grant and Restrictions

Subject to these Terms and Conditions, Ipo Siku grants the Customer a non-exclusive, non-transferable license to:

  • Access and use the Ipo Siku Software solely for the Customer's internal business operations;
  • Allow Account Holders to access and use the Ipo Siku Software in accordance with these Terms and Conditions;
  • Make copies of the documentation solely for internal use.

The Customer shall not:

  • Sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit the Ipo Siku Software;
  • Modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Ipo Siku Software;
  • Access the Ipo Siku Software in order to build a similar or competitive product or service;
  • Copy any features, functions, integrations, interfaces, or graphics of the Ipo Siku Software.
5. Customer Obligations

The Customer shall:

  • Be responsible for Account Holders' compliance with these Terms and Conditions;
  • Be responsible for the accuracy, quality, and legality of Customer Data;
  • Prevent unauthorized access to, or use of, the Ipo Siku Software;
  • Use the Ipo Siku Software only in accordance with applicable laws and regulations;
  • Notify Ipo Siku immediately of any unauthorized use or security breach.
6. Fees and Payment

The Customer shall pay all Subscription Fees in accordance with the terms specified in the License Agreement. Unless otherwise stated:

  • Fees are quoted and payable in Kenya Shillings;
  • Payment obligations are non-cancelable and fees paid are non-refundable;
  • Quantities purchased cannot be decreased during the relevant subscription term.
7. Confidentiality

Each party agrees to protect the confidential information of the other party using the same degree of care that it uses to protect the confidentiality of its own confidential information, but in no event less than reasonable care. Confidential information shall include:

  • The Ipo Siku Software and documentation;
  • Customer Data;
  • The terms and conditions of the License Agreement;
  • Any business or technical information disclosed by either party.
8. Warranties and Disclaimers

Ipo Siku warrants that:

  • It has the legal power to enter into this agreement;
  • The Ipo Siku Software shall perform materially in accordance with the documentation;
  • It will not transmit malicious code to the Customer.
9. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms and Conditions due to causes beyond its reasonable control, including but not limited to:

  • Acts of God, war, terrorism, or natural disasters;
  • Failure of third-party service providers;
  • Labor disputes or civil unrest;
  • Government actions or regulations.
10. Limitation of Liability

In no event shall either party's aggregate liability arising out of or related to these Terms and Conditions exceed the total amount paid by Customer hereunder in the twelve months preceding the incident. Neither party shall be liable for any indirect, punitive, special, incidental, or consequential damages.

11. Intellectual Property Rights

All rights, title, and interest in and to the Ipo Siku Software, including all modifications, improvements, and derivative works, shall remain with Ipo Siku. The Customer acknowledges that:

  • The Ipo Siku Software contains valuable trade secrets and proprietary information of Ipo Siku;
  • No ownership rights are granted under this Agreement;
  • Any suggestions, ideas, enhancement requests, or other feedback provided by Customer shall be owned by Ipo Siku.
12. Data Security and Privacy

Ipo Siku maintains appropriate administrative, physical, and technical safeguards to protect Customer Data. These safeguards include:

  • Access controls and authentication mechanisms;
  • Regular security assessments and monitoring;
  • Incident response procedures.
13. Term and Termination

This Agreement commences on the date you first accept it and continues until all subscriptions hereunder have expired or been terminated. Upon termination:

  • All licenses granted herein will immediately terminate;
  • Customer shall cease all use of the Ipo Siku Software;
  • Customer shall pay any outstanding fees;
  • Each party shall return or destroy all confidential information of the other party.
14. Compliance with Laws

Each party shall comply with all applicable laws and regulations in connection with its performance under this Agreement, including but not limited to:

  • Data protection and privacy laws;
  • Export control regulations;
  • Anti-corruption laws;
  • Employment and labor laws.
15. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

  • The parties shall first attempt to resolve the dispute through good-faith negotiations;
  • If negotiations fail, the dispute shall be submitted to mediation;
  • If mediation fails, the dispute shall be resolved through arbitration in Nairobi, Kenya;
  • The arbitration shall be conducted in English.
16. Modifications to the Service

Ipo Siku reserves the right to modify the Ipo Siku Software at any time, including:

  • Adding or removing features or functionality;
  • Updating the user interface;
  • Improving performance and security;
  • Addressing technical issues.
17. Assignment

Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to its successor in a merger, acquisition, or sale of all or substantially all of its assets.

18. Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

19. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

20. Contact Information

If you have any questions about these Terms and Conditions, please contact us:

By using our Service, you acknowledge that you have read and understood these Terms and Conditions and agree to be bound by them.