ZUKU TV (DTH) TERMS & CONDITIONS
These terms & conditions shall constitute a legally valid and subsisting agreement (“Agreement”) between Wananchi Group (Kenya) Limited (hereinafter referred to as the ‘Company’) and the Subscriber (their respective assigns/heirs/executors/ administrators), as the case may be.
These terms & conditions are understood, acknowledged and accepted by all Subscriber, including existing ones, and shall be applicable for the Subscriber immediately upon activation for availing the Direct to Home [DTH] Digital Satellite Pay TV Services of the Company under the brand name ‘ZUKU TV’.
In these terms and conditions, the following terms will have the following meanings:
1.1 “Agreement” means this the terms and conditions herein and any subsequent amendments from time to time;
1.2 “Activation charges” or “One-time charges” means the charges payable by the Subscriber for activation of DTH services and includes charges for creation of Subscriber account, facilitation through call center; provision of services at the head end, etc.
1.3 “Approved Decoder” means a decoder officially approved by the Company which complies with its specifications;
1.4 “Bouquet” means a package of Channels on ZUKU TV service;
1.5 “Channels” means such satellite based free-to-air & pay television/radio channels and other value-added services as may be authorized, which shall comprise/be broadcast by the Company and distributed as part of DTH Services.
1.6 “Channel Intellectual Rights” means the copyright and other intellectual property rights to all the programming material, constituting the Zuku TV Service;
1.7 “Coverage Area” means the geographic area covered by the Zuku TV Service in the Republic of Kenya;
1.8 “DTH Service(s)/Service(s)” means the DTH broadcasting service provided by the Company to the Subscribers including value added services as well. These services shall include one or more of the Bouquets and the associated services, features, facilities and applications provided by the Company and shall also be referred herein as “Zuku TV Services”.
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 “Pay TV Equipment” means the equipment required to receive the Zuku TV Service, including the Approved Decoder, the smartcard, remote control, satellite dish, cabling, connector cable and any other ancillary equipment;
1.11 “Payment Date” means the date by when the subscription payments are due in terms of this Agreement;
1.12 “STB” (Set-top-box) means the device used to receive and/or decode the Subscribed Service through the Viewing Card, regardless of its brand or manufacturer or acquisition source.
1.13 Subscriber” (also referred to as Customer) means a person who receives the DTH Services/ZUKU TV services
1.14 “Subscription charges” means the payment due from the Subscriber to the Company for receiving DTH /ZUKU TV services.
1.15 Subscription Form” means the form that has to be filled-up by any person for becoming a Customer and it includes these terms and conditions.
1.16 Subscribed Service” means the DTH /ZUKU TV services as subscribed for by the Subscriber under the Subscription Form.
1.17 “User Manual” is the document containing the standard operating instructions for your Approved Decoder, copies of which are provided with your Approved Decoder
1.18 “Wananchi Group (Kenya) Limited(“WGKL”) means, a company registered in Kenya with its registered offices at Gateway Business Park, Block E, Off Mombasa Road, Nairobi, Kenya
2 Terms and Conditions of the Agreement
These terms and conditions shall apply to the Subscriber upon activation of services and shall be accessed on the Company’s website (www.zuku.co.ke ). It is the Subscriber’s responsibility to refer to the terms and conditions on the website upon service activation.
The Company confirms that it is authorized and licensed to provide DTH services.
The Subscriber will choose from the Channels/ Bouquets etc. available on the Company’s DTH platform/Subscription Form and request for subscription to Channels/Bouquets of their choice. The Company reserves the right to reject the Subscription Form without assigning any reason.
The Subscriber shall ensure the information provided in Subscription Form is correct and accurate in all material respects and shall promptly notify the Company of any change thereto.
The Subscriber’s account is non-transferable without the Company’s consent.
3 Duration of Agreement
This Agreement shall commence on the date upon which the Company activates the subscription of the services and shall remain in force till the relationship is determined by any of the parties in accordance with the terms herein.
Any money paid by the Subscriber shall not create any right in favor of Subscriber until activation of the services. In addition, the Company reserves the right to discontinue the services even after activation without any liability save and except for refund of un-utilized monies which may be owed to the Subscriber.
The Subscriber represents that he/she is fully informed about the DTH Services, its specifications, requirements, limitations, etc. and has only thereupon opted for the DTH Services, submitting a duly filled and signed Subscription Form, thereby agreeing to be bound by this Agreement.
4.1 The Subscriber upon fully paying for the Pay TV Equipment will acquire title and interest in the Pay TV Equipment.
4.2 DTH Services, its quality, functionality, availability and/or reliability may be affected, and/or the Company is entitled to, without any liability, refuse, limit, suspend, vary, disconnect, deactivate and/or interrupt the DTH Services in whole or in part at any time in its sole discretion with respect to one/all Subscriber(s) without any notice for any reason and/or due to various factors including but not limited to (a) applicable law and/or directives of any authority/court; (b) Transmission limitations/problems caused by topographical, geographical, atmospheric hydrological, environmental conditions, and/or mechanical conditions and/or such other factors/features/conditions, system(s) changes or capacity limitations for reasons of up gradation variations, installation, relocations, repairs, operation and/or maintenance of systems/equipment or the DTH Services; (c) the requirement to combat potential fraud, sabotage, willful destruction, etc. (d) for any legitimate business purposes; (e) on breach of any term of this Agreement; (f) force majeure circumstances, Act of God; (g) incompatibility with enabling device; (h) any delay in payment of any dues by the Subscriber. In case of suspension/disconnection, etc. reconnection/reactivation may be affected by the Company in its sole discretion subject to its satisfaction and on such other/further terms as the Company may determine.
4.3 The nature, composition and content of the Zuku TV Services shall be the Company’s sole discretion and can be changed by the Company in accordance with any set laws or regulations.
4.4 The Company is a distribution platform and is merely transmitting content being made available by third-party service providers on ‘as is basis’. Company has no control over the content broadcast on third party service provider channels and platform service, and therefore cannot make any claim or representation regarding, nor does it accept any responsibility for, the quality, content, nature or reliability of third-party content accessible through the Company’s distribution network. Company provides access to the content on these Channels and platform services to the Subscriber only as a convenience to watch the content on a larger screen, and the inclusion of any content does not imply affiliation, endorsement or adoption by the Company of any content or information contained therein.
4.5 The Subscriber acknowledges and agrees that depending on different Bouquets chosen, the Subscription charges applicable thereto may be different. The Company is entitled to change, or to vary the price relating thereto, at any time, in its sole discretion, which shall be binding on the Subscriber.
4.6 It is expressly made clear herein that the DTH/ZUKU Services are meant for viewing only within the Coverage Area.
4.7 The Company reserves absolute right not to broadcast any Channel if it is anti-national or against communal harmony or it promotes political/religious propaganda or if banned restricted or prohibited under any law for the time being in force or for any other reason which the Company feels is not in the interest of its viewers or society.
5 Payment Terms
5.1.1 Subscription Charges payable for providing Service including activation charges shall be paid on a pre-paid basis and payments due to the Company shall be deducted or debited from the Subscriber account on Payment Date failing which the Company shall have the right to deactivate the connection of the Subscriber.
5.1.2 All payments due to the Company shall be deducted / adjusted through Subscriber’s account in case of adequate balance being available on the Payment Date.
5.1.3 Unless otherwise informed by the Company, a Subscriber will be responsible and liable for taxes, duties, levies and charges imposed by or under law in connection with the service.
5.1.4 Company reserves the right to vary or change the Subscription Charges from time to time and Subscriber shall keep himself abreast of all developments by checking the Company’s website, regularly calling the call center and notifications from the Company.
5.1.5 The subscriber is not entitled to any discounts, credits or refunds, unless expressly specified by the Company.
5.1.6 The Subscriber shall pay all dues notwithstanding any dispute in respect of the amounts due and shall not deduct from, or set off against, the Subscription charges payable to the Company.
6 Installation of Pay TV Equipment and Installers
6.1 The Company will use accredited installers for the installation and set-up of the Pay TV Equipment. These accredited installers act as independent contractors and are not agents, subcontractors or employees of the Company.
6.2 The Subscriber agrees that neither the Company nor the manufacturers of the Pay TV Equipment are liable for any loss or damage caused by the Company/accredited installer caused by whatever reason.
6.3 The Company shall 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.
7 Approved Decoders and Smartcards
7.1 The services shall be accessed by using a smartcard supplied by the Company or one of its duly authorized representatives in an Approved Decoder and in accordance with the User Manual, if any.
7.2 The Subscriber shall keep the smartcard in the Approved Decoder and keep the decoder connected to power and to the rest of the Pay TV Equipment to ensure that the smartcard can receive any software upgrades over-the-air to the STB by sending signals to STB or by any other mode.
7.3 The Company or its duly authorized representatives will replace a Subscriber’s smartcard at the applicable replacement fee should the smartcard be damaged, lost or stolen.
7.4 The Approved Decoders (excluding the remote control) and smartcards carry twelve (12) month warranty from the date of activation incase they go faulty for any reason, other than by electrical or malicious damage or if the decoder has been tampered with and the warranty seal is broken. Once tested by the Company or its authorized representatives and found to be faulty, the Approved Decoder and smartcard will be replaced free of charge during this warranty period, subject to the terms and conditions contained in the User Manual, if any.
7.5 Faulty Approved Decoders that are out of warranty should be returned to the Company or its duly authorized representatives for repair or replacement at the applicable fees and subject to the terms and conditions applicable at the time.
8 Conditions Relating to the Access of the Zuku TV Service
8.1 The Subscriber agrees that the services shall be used only for domestic purposes, and it shall neither be used for commercial purposes nor to be availed/received by commercial establishments.
8.2 The Company is entitled to carry out the inspection of the Subscriber premises to verify the compliance with/fulfillment of the conditions stated herein on the part of Subscriber and shall be entitled to take photographs of the premises, documents/materials, etc. as proof of violation of this Agreement and/or infringement of any intellectual property rights of the Company. The instances of piracy or violation of any intellectual property rights and/or unauthorized viewing of the Channels as detected against the Subscriber by any mechanism/method system deployed by the Company for such detection shall be valid and acceptable to and uncontested by the Subscriber. Under the applicable regulations, the Company is under obligation to immediately deactivate the subscription, if the same is reported to have been involved in piracy. The Company shall have no liability whatsoever for such deactivation and shall hold the Subscriber liable for such violations and non-compliance.
9 Set-Top-Box and Pay TV Equipment
9.1 Subscriber confirms and warrants that: –
a) STB and Pay Tv Equipment shall be used as per the user manual and only for viewing as per authorization given by the Company.
b) Possession of Pay TV Equipment shall not confer any right to receive DTH services.
c) Smart card provided by Company is only compatible with the STB provided by the Company and it shall not be used with any other device or Set-Top-Box.
d) Use of smart card contrary to the terms and conditions shall entail deactivation of service and/or termination by the Company.
e) Smart card shall not be removed from the Set-Top-Box (STB) provided by the Company.
f) Pay TV Equipment shall not be tampered with.
g) Pay TV Equipment is non-transferable without the written permission of the Company.
h) The Company may on its own discretion replace the Pay TV Equipment for security or for any other reason.
i) Smartcard and related Pay TV Equipment or any aspect thereof shall not be used for any commercial purpose.
j) They shall not copy any of the content of the Zuku TV Service, redistribute, relay, retransmit or rebroadcast any aspect of the Zuku TV Service.
k) Not to sell or otherwise transfer the smartcard and/or Pay TV Equipment. The Subscriber shall indemnify the Company against any claim in case of such unauthorized, 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.
9.2 The Company reserves the right to disable or alter remotely certain functions of Pay Tv equipment so as to prevent the Subscriber from copying certain channels or programmes that the Company is bound by law or contract to prevent.
10 Intellectual Property
10.1.1 The Subscriber acknowledges that the Channel Intellectual Rights and the Equipment Intellectual Rights are either owned by the Company and that it acquires no rights or interests in the Channel Intellectual Rights or the Equipment Intellectual Rights upon entering into this Agreement.
10.1.2 The Subscriber shall not infringe the Company’s rights and interests, or those of its suppliers or licensors, in the course of the Subscriber’s access to the ZUKU TV Service or otherwise. Nor may the Subscriber negligently or intentionally permit any other person to do so.
10.1.3 The Subscriber shall indemnify the Company and its distributors, agents, affiliated companies, and their directors, officers, employees and representatives against any claim by a third party in respect of breach of intellectual property rights covered herein.
11 Termination and deactivation
11.1.1 The Company may deactivate ZUKU TV Service of any pre-paid Subscriber without any notice, if the Subscriber fails to renew his/her subscription or fails to maintain minimum balance or due to non-availability of balance in Subscriber account.
11.1.2 The Company may reactivate any deactivated Customer on his/her recharge of sufficient amount on his/her account.
11.1.3 Company may terminate the relationship and forfeit the balance amount, if any amount is lying in the Subscriber account and deactivate the Service on the following events: –
i. if the Subscriber contravenes the terms and conditions contained herein and does no remedy as may be required;
ii. if the Subscriber illegally copies the contents, retransmits or redistributes ZUKU TV Service or transmit the services and/or recording made through Set-Top-Box in an un authorized manner or otherwise allow the interception of the service and/or recordings made through Set-Top-Box by any equipment which will allow for its distribution or redistribution from the installation address to any neighboring premises, cable operator or any other person or entity;
iii. if the Subscriber charges any person for viewing any programme or content or permits the general public to view the channels with/without any charges;
iv. if Pay TV Equipment is taken outside the Coverage or taken out from the installation address without prior authorization from the Company;
v. if Pay TV Equipment is found in possession of any third party apart from the Subscriber;
vi. if minor is allowed to view content meant for adult viewing;
vii. Upon giving thirty (30) days’ prior written notice.
11.1.4 The Company reserves the right, without incurring any liability to the Subscriber, to suspend, abort, interrupt, deactivate, modify or refuse to provide services either entirely or partly on any of the following situations:
i. if the Company in its discretion deems it is necessary under any law or regulation or an order of court or Tribunal or government or if directed by a Regulator;
ii. due to upgrading of systems or equipment used to provide ZUKU TV Services;
iii. preventive maintenance;
iv. failure of systems or equipment;
v. as an anti-piracy measure;
vi. for reasons beyond control of the Company;
vii. for any legitimate business purpose;
viii. in case of non-availability of balance amount in Customers’ prepaid account.
11.1.5 Where the Subscriber signifies his/its intention to discontinue the services, the following shall have been complied with: a) intention of the Subscriber shall be in writing and notice period for the same shall be atleast thirty (30) days in advance; b) the Subscriber shall have duly complied with all the terms & of the conditions Agreement and c) all the bills damages etc. shall have been paid in full by the Subscriber.
11.1.6 The Subscriber can also make a request for temporary suspension of its account and such request must be made at least within five (5) days prior to the date of such suspension. Subject to validation, the Company shall effect temporary suspension as requested. The Company shall, upon receiving a request from the Subscriber, restore services within a defined time frame.
11.1.7 Where the Agreement has been terminated pursuant to this clause 11, the Company has the right to a) proceed to enforce and protect its rights or recover any amount due and payable prior to termination and b) enforce its rights to recover damages costs and other relief to which it may be entitled under the Agreement and applicable laws.
12 Limitation of Liability and Indemnities
It is expressly understood and agreed by the Subscriber that the Company shall not have any obligation/liability whatsoever under the Agreement, towards the Subscriber on account of:–
a) any defect due to any unauthorized or improper use, replacement, removal, modification, alteration, misuse, tampering, negligence or failure to follow the prescribed instructions of the Company.
b) any action or failure to act or default on the part of any equipment(s) supplier(s) and/or its agent(s) or nominee(s).
c) any delay or failure in performance of the Agreement caused by any reason or event beyond the reasonable control of the Company.
d) any indirect or consequential loss even if resulting from or caused due to any default on the part of the Company or any of its officers, employees, suppliers, distributors/franchisee agents or nominees.
e) it is expressly agreed by the Subscriber that the Company has not offered or provided including
but not limited to the implied warranties of merchantability and fitness for a particular purpose.
f) The Subscriber agrees that the Company shall not be liable for any consequential, incidental, indirect, remote, economic punitive damage even if the Company has been advised of the possibility of such damages.
13 Subscriber Privacy
13.1.2 Subscriber grants its express consent to the Company to collect, and use information (including sensitive personal information) of the Subscriber for the following purposes:
a) share information with regard to the subscription account such as alerts and account information.
b) fulfil the Subscriber’s requests regarding the Services;
c) respond to inquiries;
d) conduct market research;
e) enforce the legal terms or for other legal purposes;
f) prevent fraud or potentially illegal activities;
g) perform analyses;
h) provide technical support;
i) improve its products and/or Services;
j) share marketing materials
k) contact Subscriber for surveys or feedback;
l) execute other activities such as promotional activity, marketing campaigns.
m) to recommend products and services
n) to provide ads, offers and other sponsored content
o) to perform its obligations and duties as required by customary business practices.
p) to deliver personalized features, advertisements, suggestions, content, products and offerings from us or third parties based on your information, preferences or viewing or browsing history, etc.
q) to facilitate and ease payments by permitting storage of such information such as your credit or debit card number and other card and other account information
13.1.3 The Subscriber specifically agrees that in order to facilitate the Company to provide Services, the Company may be required to disclose any information or particulars pertaining to the Subscriber to any authority, including, but not limited to, any debt collection agency, credit reference agency, security agency, and reserves the right to comply with the direction of such authorities at its discretion and without intimating the Subscriber.
13.1.4 Company (or any of its sub-contractor, business associates or affiliates or group companies) shall be entitled to store, transfer, process and/or retain all the information relating to the Subscriber, including all information shared by the Subscriber, transaction details, in Kenya or outside Kenya. Company reserves the right to share information about the Subscriber (including personally identifiable information and viewing trends) with third parties (which shall include without limitation business associates, broadcasters, content and technology providers, consultants, service providers) including without limitation for, (i) performing marketing, administration or other services including technical support; (ii) administering and processing requests; (iii) assisting in product development, research, strategic, financial or other business decisions; (iv) collecting patterns and conduct analysis, market research, analysis of group statistical patterns of the Subscribers to understand trends and patterns; (vi) obtaining professional advice including, enforcement of legal terms, prevention of fraud etc.; (vii) responding to proceedings (including legal, e.g., in response to a court order or a subpoena) or disclosing information upon request of law enforcement agencies. (viii) for the act specified in clause 13.1.2 above.
14 Governing Laws
This Agreement shall be governed and construed in accordance with the laws of the Republic of Kenya and the parties agree to submit to the exclusive jurisdiction of the courts in Kenya.
15 General terms
15.1.1 This Agreement supersedes any previous agreement between the Subscriber and Company with respect to the subject matter hereof. Every provision herein is independent from the others to the extent that, if a provision, or any part of it, is ruled to be illegal or unenforceable that provision or the relevant part of it shall be treated as having been deleted from this Agreement, without affecting the remainder of that provision or the other provisions, which shall still have full effect except to the extent that Company’s rights/obligations under the Agreement are materially impaired
15.1.2 Subscriber shall by paying Subscription charges give declaration that he/it has read, understood and accepted the terms and conditions mentioned in the agreement and undertake to comply with them and acknowledge that the bouquet/channel, selected services plan and applicable rates form part of agreement and agree to be bound by the same.
15.1.3 Company shall not be liable for any failure to perform its obligations delineated herein, where such failure is because of reasons beyond its control, which may include but not limited to Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disasters), theft, robbery, war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labour dispute, strike, pandemics, lockout or interruption or failure of electricity
[or telephone service]
, rainfall, failure of communications, failure of equipment, transmission loss or fault due to atmospheric conditions (including geographic, topographical, hydrological or environmental etc.), impact in services due to broadcasters action/inaction. Subscriber confirms and acknowledges that during any of the events mentioned in this clause, Company will be excused from providing service and Subscriber shall not claim performance of any of the obligations which may remain suspended during the continuance of such Force Majeure event/s.
15.1.4 Company reserves the right to amend the terms and conditions for proper provisioning of services or to comply with applicable laws and regulations. The terms and conditions with respect to services shall be available on the Company’s website i.e. www.zuku.co.ke including the changes made therein as and when any revision is applicable. The Subscriber agrees to review the website periodically to be aware of such modifications and agrees to be bound by the terms existing at the time.
15.1.5 The Company has the right to assign, cede, transfer and/novate its obligations, rights and responsibilities herein to any party at any time without prior notice to the Subscriber.
15.1.6 The Subscriber shall not be entitled to cede, transfer or assign its obligations and liabilities to any other party, under any circumstances without the prior written consent of the Company.
15.1.7 Notifications, complaints and notices must be in writing and addressed to the Company’s address at its registered office, official email address or otherwise as specified by the Call Center. Any notification, complaints and notices given by the Subscriber shall be deemed to have been delivered to the Company when it is actually received by the Company. The Subscriber agrees that notifications provided by the Company in such form as prescribed by the Company from time to time, including notifications displayed on the Company Website or the Call Centre, alerts, account statement or any other method specified by the Company, will be sufficient and adequate notice to the Subscriber.