Business Terms of Use

1. The terms of use (“Terms of Use”) in this agreement govern your use of the ‘Insights’ website platform and any applications (hereinafter referred to as the “Services”) created, generated, provided, maintained, managed, converted, adapted, modified, enhanced and/or hosted by Bankable to provide accessible information, regardless of source, on financial markets.
2. These Terms of Use also apply to information, data, contents, resources and materials in whatever form or format, produced, generated, made available, processed, converted, adapted, modified, collected, assimilated and/or collated by or through use and application of the Services whether alone or in conjunction with related websites, and financial markets information (collectively referred to hereafter as the "Contents").
3. In using the Services and/or the Contents you acknowledge having read, understood and accepted these Terms of Use which shall be binding upon you.
4. The New Client Application Form is part of these Terms of Use and by completing the Application Form you also confirm having read, understood and accepted these Terms of Use as binding upon you.

1. Carefully review these Terms of Use before using the Services. By using and/or accessing the Services and/or the Contents, you acknowledge and confirm your agreement to be bound by these Terms of Use and to comply with all applicable laws and regulations, including without limitation, applicable export and re-export control laws and regulations regarding the transmission of technical data from the country in which you reside and protection of personal data information generally.
2. If you do not agree to any of these terms of use, please do not visit the website, use and/or access the Services and/or the Contents.

1. Payment of Charges. You will be charged as follows:
   1. Individual Users (single user): payment to be made in a monthly, quarterly, semi-annual or annual basis.
   2. Entity Users (more than a single User e.g. Companies): payment to be made as per the set subscription fees applicable to the selected term.
   3. Users are permitted to change frequency of payment at or before expiration of the existing subscription.
   4. Payment is due at commencement of the term, and in the event of a renewal, before expiry date of the then current term. Non-payment will result in automatic cancellation of access to Services and Content.
2. Termination. You must provide Bankable with 90 days’ notice of termination of Services to qualify for a pro-rated refund. No refund is due in the event that inadequate notice of less than the prescribed 90 days’ is given.
3. Payment of Taxes. All fees and charges are expressed to be exclusive of applicable taxes and duties (including withholding taxes, value added tax (VAT) at prescribed rates as per the Tanzania Tax Laws or other taxes but excluding income taxes imposed on Bankable.
4. Changes to Fees. Bankable reserves the right to increase or adjust the Services fees annually ("Annual Adjustment") by providing you at least 90 days’ prior written notice. Should the Annual Adjustment increase the Services fees by 5% or more, the User may terminate the Services or categories of Services by written notice to Bankable within 90 days of receipt of the Annual Adjustment notice. Termination of Services will be effective on the date the Annual Adjustment would otherwise have taken effect.
5. Changes to related charges. Bankable reserves the right to increase recurring related charges from time to time, including in response to increases imposed by third party service providers. Bankable will endeavor to provide reasonable notice of related charges increases upon receipt of notice thereof from third party service providers. Related charges increases will, notwithstanding that no advance notice may have been given, be effective upon the date determined by Bankable in its sole and absolute discretion.

Without prejudice to any other rights and/or remedies available to it under and in terms of this Agreement or at common law, Bankable will be entitled on written notice following a breach of any term of this Agreement or the commission of an act which if performed by a natural person would be indicative of an act of insolvency, to suspend all or part of the Services until such time that Bankable, in its sole discretion, is satisfied that the breach or act of insolvency has been remedied.

1. Bankable reserves the right to modify, suspend, withdraw or discontinue, whether temporarily or permanently, the Services, websites and/or the Contents, in whole or in part, at any time without notice.
2. Bankable shall not be liable to any person whomsoever for any modification, suspension, withdrawal or discontinuance of the Services or the Contents.
3. Bankable may at any time revise and/or update these Terms of Use at its sole discretion.
4. Upgrades and updates provided by Bankable must be installed promptly upon written direction to do so.
5. Bankable may from time to time make updates and upgrades available, subject to additional charges being payable.

You may not store Information from the Services or Contents except to the extent necessary to benefit from the usage permissions granted under these Terms and Conditions.

Concurrent usage or sharing of Services between Users is not permitted. However, Users can transfer a Service from one User to another User in the same country upon written notice to Bankable. Access to the Services may be subject to using passwords, smartcards, or other security devices ("Security Credentials") provided by Bankable. Such Security Credentials must not be shared. Bankable may change Security Credentials upon prior written notice to User.

Each party will employ reasonable efforts to:

1. Scan the Services and its related systems for any code or device which is designed or intended to impair the operation of any computer or database or prevent or hinder access to, or the operation of, any program or data, using detection software generally accepted in the industry.
2. Secure its computing environments according to generally accepted industry standards to ensure that the Services cannot be accessed by any unauthorized person or malicious software.
3. Remedy any security breach of which it becomes aware.

1. The Services, including the websites, applications and the Contents are protected by copyright and are owned or controlled by Bankable and its business partners.
2. You acknowledge that Bankable owns and/or controls, as against you, all legal rights, title and interest in and to the Services, websites, applications and Contents, including any Bankable trade names, trademarks, logos, domain names, and other distinctive brand features therein (whether those rights happen to be registered or not, and wherever in the world those rights may exist), and that they are protected by worldwide copyright laws and treaty provisions.
3. You may not nor may you attempt to reproduce, modify, copy, distribute, transmit, display, perform, publish, license or create derivative works from, transfer, or sell any Services and/or Contents, and/or any other information, software, products or services obtained from the websites, and applications without Bankable’s prior written permission.
4. Bankable does not grant any express or implied right to you under any intellectual property rights, including but not limited to patents, copyrights, trademarks, or trade secret.
5. Certain information and data is freely available from public sources and you can access such information and data directly from the sources. Bankable does not sell information and data and does not claim intellectual property in respect of public and publicly available information. Inclusion of public and publicly available information and data in the Services is for convenience and value addition purposes only.

1. Downloading. You shall not be permitted to download, and/or copy substantial portions of Contents from the Service(s) unless expressly permitted under these Terms and Conditions. You may copy, paste and redistribute only limited extracts of data contained in the Contents from the Services in a non-systematic manner.
2. You are restricted from using all Contents and/or the Services in the following manner:
   1. You may not use Bankable’s logo, trade names, wording, graphics, trademarks (whether registered or un-registered) or any other element or elements that comprise the Services and/or Contents’ general "look and feel" in other websites or any other work.
   2. You may not use the Services, and/or Contents to produce material that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise of an offensive or adult nature.
   3. You may not use the Services, and/or Contents to molest or otherwise harass or harm another.
   4. You may not collect or store any personal information about other users or entities.
   5. You may not use the Services, and/or Contents in any manner that could damage, disable, overburden, or impair any Bankable server, or network(s) connections, disobey any requirements, procedures, policies or regulations of networks connected to the Services and/or Contents or interfere with any other party's use and enjoyment of the Services and/or Contents.
   6. You may not attempt to gain unauthorized access to the Services and/or the Contents, other accounts, computer systems or networks connected to any Bankable server, Services and/or Contents, through hacking, password mining or any other means or obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services and/or Contents.
   7. You may not modify the delivery format or medium of the Services or the Contents or move to any other delivery format or medium. Bankable will not be held liable for any modifications occasioned by you.
   8. You may not copy, adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, the Services and or the Contents or any part thereof; or conceal or obliterate any copyright or proprietary notices contained in any Services and/or Contents which you may obtain or access in the website or applications.
   9. You may not modify the Services, the Contents or any published data from public authorities to obtain other interpretations, implications or draw scenarios not made in the Contents. Bankable shall not be liable for any such modification, resultant reliance on the modified Services and/or Contents or breach of law or public policy occasioned by such modification or alteration of Services and/or Contents.

1. You expressly understand and agree that your use of the Services and the Contents is at your sole risk and that the Services and Contests are provided "as is" and "as available" without any express or implied warranty of any kind including warranties of merchantability, non-infringement of intellectual property, of fitness for any particular purpose.
2. Bankable hereby disclaims all warranties with respect to the Services and/or the Contents, express and/or implied by statute, contract or otherwise, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and of non-infringement of intellectual property, and of absence of defects, errors and omissions. Nothing herein contained and no oral or written advice given by Bankable or its authorized representatives shall create any such warranty. Should the Services and/or the Contents prove defective, inaccurate or unreliable, unfit for intended purpose, or should the Services and/or Content exhibit inaccuracies, interruptions, errors and/or omissions, Bankable will not be liable for any resultant loss and damage howsoever caused or arising, including inter alia for all costs of remediation, servicing, repair, correction, equipment replacement and data restoration.
3. You expressly understand and agree that Bankable shall not be liable to you for any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of any business decisions made and/or reliance placed by you on the completeness, accuracy or existence of the Contents or any part thereof, or any changes Bankable may make to the Services and/or Contents, or for any permanent or temporary interruption in the provision of the Services and/or Content (or any features within the Services and/or Contents).
4. Without derogating from the aforegoing provisions, in no event shall Bankable be liable to you or any third party for any direct, indirect, incidental, special, consequential, punitive, exemplary or other damages or any damages whatsoever resulting from your use of the Services and/or Contents whether in contract, enrichment, negligence or other tortuous action, or common law.
5. You hereby indemnify and hold Bankable harmless against all claims, demands and liability for losses, damages, costs and expenses, including legal costs of defending any action on this scale as between attorney and client, by any person whomsoever, consequent upon your use of the Services and/or Contents.
6. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In such jurisdictions, the exclusions and limitations stated in these Terms of Use shall apply to the maximum extent permitted by law.
7. Bankable has and shall have the full power and authority to grant the rights herein granted without the consent of any other person.
8. Bankable shall not be liable, accountable or responsible for variation of data derived from published quarterly banking and financial institution financial records and final audited records.
9. Without derogating from the aforegoing, Bankable will use commercially reasonable efforts to:
   1. ensure the accuracy, reliability, completeness and continuity of Services and Contents,
   2. notify you promptly of any errors or omissions in the Services and/or Contents, and
   3. correct any errors or omissions as soon as reasonably practical to the extent it is within Bankable’s reasonable control to do so.
10. Bankable warrants and represents that the Services and the Contents:
    1. have been and will be developed by suitably qualified and skilled personnel with due regard to industry best practices;
    2. will not be obscene or defamatory, nor in breach of any applicable data protection laws,
    3. is not contrary to banking regulations, stock or commodity exchange regulations or any applicable laws, and regulations.
11. Recognising Bankable’s rights in terms of clause viii above, you acknowledge that your use of the Services and Content does not confer upon you any proprietary interest or claim in and to the Services or the Contents. The Services and the Contents constitutes confidential information and trade secrets proprietary to Bankable and its partners. Display, performance, reproduction, distribution of, or creation of derivative works or improvements to the Services in any form or manner is prohibited, except to the extent expressly permitted herein or with the prior written permission of Bankable.
    1. You may use, copy, paste and distribute the Services and/or the Contents for internal purposes only, provided that :
       1. the copying, pasting and distribution is of only an insubstantial amount and incidental to or supports your business purpose;
       2. the Services and/or Contents is not distributed by you in connection with information vending or commercial publishing (in any manner or format whatsoever), not reproduced through the press or mass media or on the Internet; and
       3. where practicable, clearly identifies Bankable as the source of the data.
    2. Data will be considered an "insubstantial amount" if such amount :
       1. has no independent commercial value; or
       2. could not be used by the recipient as a substitute for any product or service (including any download service) provided by Bankable or a substantial part of it.
12. You acknowledge that access to certain elements of the Information may cease or may be made subject to certain conditions by Bankable.

Each party acknowledges that confidential information, including material of a confidential nature relating to these Terms and Conditions are shared between the parties. Each party undertakes to hold such information in confidence and not, without the prior written consent of the other, disclose it to any third party nor use it for any purpose other than in the performance of this Agreement.

1. This obligation does not apply to information, specifications or material which:
   1. at the time of disclosure are already through no fault of the either party in the public domain,
   2. have not been identified as confidential and which no reasonable person would assume are confidential,
   3. after disclosure become generally available to third parties through no fault of the disclosing party
   4. are or become rightfully known to disclosing party without restriction from another source,
   5. are developed by the disclosing party independently of any confidential information, or
   6. are required to be disclosed by order of legal or regulatory authorities, in which case the disclosing party shall seek confidential treatment of such information and shall notify the other party promptly to the extent permitted to do so.

1. Your rights to use the Services and/or the Contents will be terminated automatically without notice if you fail to comply with the Terms of Use. In this regard, Bankable will not bear any responsibility or cost to you.

1. This Agreement and the relationship between you and Bankable, and all Transactions on the Services shall be governed by the laws of the United Republic of Tanzania. You and Bankable agree to submit to the personal and exclusive jurisdiction of the courts located in Dar es Salaam for adjudication of any dispute or claim arising from this Agreement. If you are not a Tanzania Citizen; or you do not reside in Tanzania; or you are not accessing the Service from Tanzania; and you are a citizen of a foreign country, you hereby agree that any dispute or claim arising from this Agreement shall be governed by the applicable law set forth below, without regard to any conflict of law provisions, and you hereby irrevocably submit to arbitration under the laws of Tanzania and the sitting of the arbitral panel shall be Dar es Salaam. The forum for arbitral proceedings shall be one arbitrator to be appointed by mutual consent of the parties failing which the arbitrator shall be appointed by the president of the Tanganyika Law Society.
2. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.

1. These Terms of Use and the Application Form constitute the entire agreement between you and Bankable and govern your use of the Websites, Applications and/or Contents.
2. In the case of any violation of these Terms of Use Bankable reserves the right to seek all remedies available by law and in equity for such violations.
3. You hereby grant Bankable the right to take steps it believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms of Use.
4. You agree that Bankable has the right, without liability to you, to disclose any data and/or information to law enforcement authorities, government officials, and/or a third party, as Bankable believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms of Use (including but not limited to Bankable’s right to cooperate with any legal process relating to your use of the Services and/or Content, and/or a third-party claim that your use of the Services and/or Content is unlawful and/or infringes such third party's rights).
5. Children under the age of majority (18-21 years as may be applicable to the country you reside in) should review this Agreement with their parent or guardian to ensure that the child and parent or legal guardian understand and acknowledge it.