- In these terms and conditions the following terms will have the following meanings:
1.1 “Agreement” means this subscription agreement;
1.2 “Agreement Update” means an amendment of this Agreement by WSDL of which we inform you together with other subscribers electronically or on the WSDL website, or using an alternative method of informing subscribers collectively;
1.3 “Approved Decoder” means a decoder officially approved by WSDL which complies with its specifications;
1.4 “Wananchi Satellite Distribution Limited [WSDL]” means, a company registered in Kenya and any other person (including any legal person) to which that company may transfer its rights, obligations and interest in terms of this Agreement;
1.5 “Zuku TV Service” means one or more of the Bouquets and the associated services, features, facilities and applications provided by WSDL;
1.6 “Bouquet” means a package of channels on the Zuku TV Service;
1.7 “Channel Intellectual Rights” means the copyright and other intellectual property rights to all the programming material, constituting the Zuku TV Service;
1.8 “Coverage Area” means the geographic area covered by the Zuku TV Service;
1.9 “Equipment Intellectual Rights” means the copyright and other intellectual property rights of the Pay TV Equipment, including the software incorporated therein;
1.10 “Manufacturers” means the manufacturers of the Pay TV Equipment;
1.11 “Pay TV Equipment” means the equipment required to receive the Zuku TV Service, including the Approved Decoder, the smartcard, remote control, satellite dish, cabling and any other ancillary equipment;
1.12 “Payment Date” means the date by when the subscription payments are due in terms of this Agreement;
1.13 “Payment Instruction” means the instruction by you to your bank to pay your fees due in terms of this Agreement by way of a debit order or similar payment method;
1.14 “Subscriber” means a person who requests, or who has authorised another person to request on his behalf, the right to have access to the Zuku TV Service on the terms and conditions of this Agreement, whose request is accepted by WSDL, and whose subscription to the Zuku TV Service is active;
1.15 “User Manual” is the standard operating instructions for your type of decoder;
1.16 “Taxes” means any tax or levy which WSDL or our Distributors may be obliged to charge and/or collect;
1.17 “you” means the Subscriber;
- Any reference in this Agreement to –
2.1 to the singular includes the plural, and vice versa; and
2.2 to one gender includes the other gender.
B. Terms and Conditions of the Agreement
3. The Agreement below sets out the terms and conditions under which WSDL grants subscriber’s access to the Zuku TV Service.
4. On subscribing to the Zuku TV Service, you agree to be bound by the terms and conditions of this Agreement.
C. Commencement of Agreement
5. This Agreement commences on the date on which WSDL activates your subscription to the Zuku TV Service.
D. Duration of Agreement
6. The duration of the Agreement will be for minimum 48 months subscription period from activation date and any other subsequent periods on renewal of the Agreement, unless terminated by WSDL in terms of this Agreement, by notification to you, on a specific date.
7. Any renewal of your subscription for a subsequent period will be done in terms of this Agreement as at the date of the renewal.
E. Place of Agreement
8. This Agreement is deemed to be concluded at WSDL’s principal place of business in Kenya when the subscription is activated by WSDL.
F. Installation of Pay TV Equipment and Installers
9. WSDL recommends that accredited WSDL installers be used for the installation and set-up of the Pay TV Equipment.
10. WSDL accredited installers act as independent contractors and are not agents, subcontractors or employees of WSDL.
11. You agree that neither WSDL nor the manufacturers of the Pay TV Equipment are liable for any loss or damage caused by the accredited WSDL installer and any other installer caused by whatever reason.
12. You agree that WSDL will have no obligation to ensure that the Pay TV Equipment is installed correctly or to ensure that the Pay TV Equipment is and remains functional or to maintain any component of the Pay TV Equipment.
Approved Decoders and Smartcards
13. WSDL recommends that you access the WSDL TV Service by using a smartcard supplied by WSDL or one of its duly authorized representatives in an Approved Decoder and in accordance with the User Manual, if any.
14. WSDL recommends that you keep the smartcard in the Approved Decoder and keep your decoder connected to power and to the rest of the Pay TV Equipment in order that your smartcard can receive any software upgrades delivered over the air from the satellite.
15. WSDL or its duly authorized representatives will replace your smartcard for the applicable replacement fee should your smartcard be damaged, lost or stolen.
16. The Approved Decoders (excluding the remote control) and smartcards carry a 12 month warranty should they go faulty for any reason, other than caused by electrical or malicious damage or if the decoder has been tampered with and the warranty seal is broken. Once tested by WSDL or one of its authorized representatives and found to be faulty, the Approved Decoder and smartcard will be replaced free of charge by WSDL or one of its authorized representatives during this warranty period, subject to the terms and conditions contained in the User Manual, if any.
17. Faulty Approved Decoders that are out of warranty should be returned to WSDL or one of its duly authorized representatives for repair or replacement at the applicable fees and subject to the terms and conditions applicable at the time.
H. Conditions Relating to the Access of the Zuku TV Service
18. You agree that you may only access the Zuku TV Service and use the Pay TV Equipment in a single residential household and for your own private use.
I. Prohibited Use of the Smartcard and Pay TV Equipment
19. You may not use the smartcard and related Pay TV Equipment or any aspect thereof, for any commercial purpose and/or to access the Zuku TV Service in a hotel, motel, pub, club, hostel, embassy, office, business or any similar premises.
20. You may not use the smartcard and related Pay TV Equipment to show or provide the Zuku TV Service to the public whether or not fees are charged.
21. You may not charge any person a fee to view the Zuku TV Service.
22. You may not copy any of the content of the Zuku TV Service except for private use.
23. You may not redistribute, relay, retransmit or rebroadcast any aspect of the Zuku TV Service.
24. You may not sell or otherwise transfer the smartcard and/or Pay TV Equipment without advising WSDL immediately of the identity and contact details of the transferee. You indemnify WSDL against any claim by the transferee in relation to such sale or transfer, including any claim by reason of the termination of the Zuku TV Service as a result of a breach of this Agreement or the non-functionality of the Pay TV Equipment.
J. Intellectual Property
25. You acknowledge that the Channel Intellectual Rights and the Equipment Intellectual Rights are either owned by, or licensed to, WSDL.
26. You acquire no right or interest in the Channel Intellectual Rights or the Equipment Intellectual Rights and you will use your best endeavours to maintain and protect WSDL’s rights and interests, and that of our suppliers and licensors, in the Channel Intellectual Rights and the Equipment Intellectual Rights.
27. You may not tamper with the smartcard and Pay TV Equipment or compromise the security of the conditional access system, operating software or encryption software used in the smartcard and any decoder used to receive the Zuku TV Service.
28. You indemnify WSDL and its distributors, agents, affiliated companies, and their directors, officers, employees and representatives against any claim by a third party in respect of a breach by you of clauses 26 and 27.
29. You acknowledge that a breach by you of the provisions of clauses 26 and 27 may constitute criminal activity and will result in considerable prejudice and damage to WSDL and/or our channel suppliers.
K. Payment Terms for Access to the Zuku TV Service
30. WSDL provides the Zuku TV Service on a “prepaid” basis.
31. You must pay WSDL directly or via one of our duly authorised representatives, the required fee plus any taxes and other charges that may be levied by any government authority directly or indirectly in relation to the WSDL TV Service, monthly in advance, on or before the payment date for the number of months, as set out in the Subscriber Request Master Document.
32. If you do not pay the required fees in full for the forthcoming subscription period on or before the Payment Date, your subscription to the Zuku TV Service will automatically expire and your smartcard will be disabled at the end of the subscription period for which you have prepaid.
33. You may not deduct from, or set off against, the fees which you are required to pay to WSDL in terms of this Agreement any amount whatsoever, which you claim from WSDL or which WSDL owes you.
34. WSDL may from time to time change the fees payable to WSDL for the Zuku TV Service by way of an Agreement Update.
35. WSDL may alter the Payment Instruction under which you pay your fees to WSDL if the amounts payable by you to WSDL should change for any reason. WSDL may also charge and recover from you under that same instruction any other amounts owing by you under this Agreement.
L. Communication Channels
36. WSDL may communicate with you, amongst other methods, by means of e-mail, on-air communications, via social media or by way of text or other messages to your cellular phone or to your decoder for display on your television screen.
M. Disclosure of Subscriber Information
37. You agree that WSDL may disclose your personal information to any company, which acquires WSDL’s business or any part thereof.
38. WSDL is also authorized to disclose subscriber information, to the extent necessary, to comply with any applicable law within a country.
N. WSDL’s Obligation
39. In consideration for the fees paid by you, and subject to you complying with this Agreement, WSDL, in accordance with this Agreement, will provide you with access to the Zuku TV Service you have subscribed to.
O. Subscriber’s Obligations
40. Subject to complying with this Agreement, you must inform WSDL in writing within seven days of any change to any of the information provided by you in relation to this Agreement.
41. You agree that it is your responsibility to use the parental control mechanism on the Zuku TV Service to block members of your household’s access to content on the Zuku TV Service, which you consider inappropriate or undesirable.
42. WSDL makes no warranty or representation, whether expressly or implicitly, –
42.1 as to the quality of or uninterrupted or loss of reception by you of the Zuku TV Service, or any part thereof, from causes beyond WSDL’s control;
42.2 as to the content of the Zuku TV Service, as regards the quantity, genre, type, quality, repeat patterns, truthfulness or accuracy of the content;
42.3 as to the Zuku TV Service in one country being the same and costing the same as the WSDL TV Service in another country;
42.4 as to the Pay TV Equipment or part thereof in one country being able to receive the Zuku TV Service in another country.
Q. Limitation of Liability and Indemnities
43. WSDL is not liable for any loss or damage suffered by you or any other third party, which arises out of –
43.1 any act or omission of WSDL or its employees or distributors, agents; any act or omission of WSDL’s distributors , agents ,subcontractors or affiliated companies;
43.2 any breach by you of your obligations under this Agreement, and you specifically indemnify WSDL and our affiliated companies, directors, officers, employees, distributors, agents and representatives against any claim by you or any third party arising out of such breach;
43.3 any breach by you of your obligations under this Agreement, and you specifically indemnify WSDL and our affiliated companies, directors, officers, employees, distributors, agents and representatives against any claim by you or any third party arising out of such breach; and
43.4 for any delay or failure by WSDL to provide the Zuku TV Service, or any aspect thereof, to the Subscriber to the extent that such delay or failure results from causes beyond WSDL’s direct or indirect control.
R. Amendments to and Variations in the Zuku TV Service
44. The nature, composition and content of the Zuku TV Service are determined by WSDL in our sole discretion, and may be changed by WSDL from time to time.
45. Without limiting clause 44, WSDL may –
45.1 replace, remove or otherwise amend any aspect of the Zuku TV Service, without notice;
45.2 advise you of an additional aspect of the Zuku TV Service which becomes available and the additional charge, if any, you will need to pay should you wish to receive it; and
45.3 advise you of any additional charges that you have to pay to continue receiving any part of the Zuku TV Service, should you wish to continue to receive it.
- You acknowledge that the Zuku TV Service comprises of technical software systems that are selected and approved by WSDL and are subject to ongoing innovation and development. These aforementioned systems may be amended by WSDL from time to time.
You agree that WSDL may –
46.1 update, amend or replace the software of these systems, including by means of software downloads via satellite, to address any system errors or other problems relating to the software, to improve security, to provide additional features or functionality, to limit any use of the Pay TV Equipment outside the scope of this Agreement, and to ensure that the decoders used by subscribers are not authorised to decrypt signals other than those authorised by WSDL; and
46.2 recommend that you upgrade, reconfigure, change or replace (“upgrade”), at your cost if applicable, the Pay TV Equipment used by you to access the Zuku TV Service and that you acknowledge that your continued access to the Zuku TV Service could be negatively affected if you do not act on this recommendation.
- You acknowledge that you will have no rights, interests or expectations to any increases or decreases in the fees payable by you if WSDL makes any amendment to the Zuku TV Service in terms of this Agreement.
S. Amendment of Agreement
48. You agree to be bound by this Agreement and/or the User Manual as amended from time to time.
49. WSDL may amend this Agreement from time to time by way of an Agreement Update. In this event, WSDL will publish the revised agreement on WSDL’s website and/or make it available in WSDL’s offices or the offices of our duly authorised distributors.
50. You agree to be bound by such Agreement Update from the date specified by WSDL when making the Agreement Update.
T. Breach of Agreement
51. Your failure to comply with this Agreement and/ or the User Manual constitutes a material breach of this Agreement.
52. If you breach this Agreement –
52.1 WSDL, without prejudice to any other remedy that WSDL may have, may immediately and without notice to you, disable the smartcard, terminate your access to the Zuku TV Service, and/or terminate this Agreement;
52.2 you must pay WSDL all legal costs and other related charges which WSDL may incur in taking any steps pursuant to such breach; and
52.3 you must pay WSDL for any loss or damage incurred by WSDL directly or indirectly as a result of your breach.
- If, after the agreement has been terminated, you –
53.1 remedy your breach;
53.2 comply with this Agreement; and
53.3 pay WSDL all amounts due to WSDL in terms of this Agreement; then you may submit a new request with a view to reinstating the Agreement.
54. This Agreement –
54.1 constitutes the sole and complete record of the agreement between you and WSDL in regard to its subject matter; and
54.2 supersedes any previous agreement between you and WSDL in terms of which you were authorised to have access to the Zuku TV Service.
- Neither you nor WSDL is bound by any express or implied representation, warranty, undertaking, promise or the like not recorded in this Agreement.
- Any relaxation or indulgence which WSDL may show you at any time in regard to this Agreement are without prejudice to, and do not constitute a waiver of any rights WSDL may have, either in terms of this Agreement or any law.
57 If any provision of this Agreement is found to be wholly or partly invalid, unenforceable or unlawful, then –
57.1 this Agreement will be severable in respect of the provision in question to the extent of its invalidity, unenforceability or unlawfulness; and
57.2 the remaining provisions of this Agreement will remain in full force and effect.
- The rule of construction that this Agreement will be interpreted against the party responsible for the drafting or preparation of this Agreement will not apply.
- WSDL may cede any of our rights and/or assign any of our obligations under this Agreement to any person.
- You may not cede any of your rights and/or assign any of your obligations under this Agreement to any other person.
- This Agreement is subject to, and will be interpreted, implemented and enforced, in terms of the laws of the Republic of Kenya.
- You irrevocably submit to the jurisdiction of the relevant courts of the Republic of Kenya, including the Magistrates Court, in respect of all proceedings arising out of or pursuant to this Agreement.
- The parties choose the following addresses for the service of all notices and processes arising out of this Agreement –
63.1 Wananchi Satellite Distribution Limited (WSDL), Po Box 10286-00100 Nairobi, Kenya.
63.2 You: The physical address supplied by you when making your request, as amended by you from time to time.