TERMS AND CONDITIONS
1. IN CONSIDERATION OF and as a condition of the African Tour Experts Tanzania providing the Confidential Information to the public in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
Confidential Information
2. All written and oral information and materials disclosed or provided by the African Tour Experts Tanzania to the Public under this Agreement constitute Confidential Information regardless of whether such information was provided before or African Tour Expertsr the date of this Agreement or how it was provided to the Public.
3.'Confidential Information' means all data and information relating to the transaction and African Tour Experts tanzania, including but not limited to, the following:
a. 'Customer Information' which includes names of customers of African Tour Experts Tanzania, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of African Tour Experts Tanzania;
b. 'Intellectual Property' which includes information relating to the African Tour Experts Tanzania proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
c. 'Marketing and Development Information' which includes marketing and development plans of African Tour Experts Tanzania, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Seller which have been or are being discussed;
d. 'Business Operations' which includes internal personnel and financial information of African Tour Experts Tanzania, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by African Tour Experts Tanzania and the manner and methods of conducting the Seller's business;
e. 'Product Information' which includes all specifications for products of African Tour Experts Tanzania as well as work product resulting from or related to work or projects of the Seller, of any type or form in any stage of actual or anticipated research and development;
f. 'Production Processes' which includes processes used in the creation, production and manufacturing of the work product of African Tour Experts Tanzania, including but not limited to, formulas, patterns, moulds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
g. 'Service Information' which includes all data and information relating to the services provided by African Tour Experts Tanzania, including but not limited to, plans, schedules, manpower, inspection, and training information;
h. 'Proprietary Computer Code' which includes all sets of statements, instructions or programs of African Tour Experts Tanzania whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ('Computer Programs'); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;
i. 'Computer Technology' which includes all scientific and technical information or material of African Tour Experts Tanzania, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how;
j. 'Accounting Information' which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of African Tour Experts Tanzania; and
k. Confidential Information will also include any information that has been disclosed by a third party to African Tour Experts Tanzania and is protected by a non-disclosure agreement entered into between the third party and African Tour Experts Tanzania.
Confidential Information will not include the following information:
a. Information that is generally known in the industry of African Tour Experts Tanzania;
b. Information that is now or subsequently becomes generally available to the public through no wrongful act of our client;
c. Information rightly in the possession of the public prior to receiving the Confidential
Information from African Tour Experts Tanzania;
d. Information that is independently created by the client without direct or indirect use of the
Confidential Information; or
e. Information that the client rightfully obtains from a third party who has the right to transfer or disclose it.
Confidential Obligations
4. Except as otherwise provided in this Agreement, the client must keep the Confidential Information confidential.
5. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of African Tour Experts Tanzania and will only be used by the client for the Permitted Purpose. The client will not use the Confidential Information for any purpose that might be directly or
indirectly detrimental to African Tour Experts tanzania or any associated affiliates or subsidiaries.
6. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the client in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely.
7. The client may disclose any of the Confidential Information:
a. To such employees, agents, representatives and advisors of the client that have a reasonable need to know for the Permitted Purpose provided that:
i. The client has informed such personnel of the confidential nature of the Confidential Information;
ii. Such personnel agree to be legally bound to the same burdens of confidentiality and non-use as the client;
iii. The client agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
iv. The client agrees to be responsible for and indemnify the Seller for any breach of this Agreement by their personnel.
b. To a third party where African Tour Experts Tanzanie has consented in writing to such disclosure; and
c. To the extent required by law or by the request or requirement of a court of law, a regulatory body, or an administrative tribunal.
8. The client agrees to retain all Confidential Information at their usual place of business and to store all Confidential Information separate from other information and documents held in the same location. Further, the Confidential Information may not be used, reproduced, transformed, or stored on a computer or device that is accessible to persons to whom disclosure may not be made, as set out in this Agreement.
Ownership and Title
9. Nothing contained in this Agreement will grant to or create in the client, either expressly or impliedly, any right, title, interest or license in or to the intellectual property of African Tour Experts Tanzania. Remedies
10. The client agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to African Tour Experts Tanzania. Accordingly, the client agrees that African Tour Experts Tanzania is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the client and any agents of the client, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the
Confidential Information.Return of Confidential Information
11. The Client will keep track of all Confidential Information provided to them and the location of such information. The African Tour Experts Tanzania may at any time request the return of all Confidential Information from the client. Upon the request of the African Tour Experts Tanzania, or in the event that the client ceases to require use of the Confidential Information, or upon the expiration or termination of this
Agreement, the client will:
a. Return all Confidential Information to African Tour Experts Tanzania and will not retain any copies of this information;
b. Destroy or have destroyed all memoranda, notes, reports and other works based on or derived from the Purchaser's review of the confidential information; and
c. Provide a certificate to the Seller that such materials have been destroyed or returned, as the case may be.
Notices
12. In the event that the client is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the client will give to African Tour Experts Tanzania prompt written notice of such request so African Tour Experts Tanzani may seek an appropriate remedy or alternatively to waive the client's compliance with the provisions of this Agreement in regards to the request.
13. If the clients loses or fails to maintain the confidentiality of any of the Confidential Information in breach of this Agreement, the client will immediately notify African Tour Experts Tanzania and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
14. Any notices or delivery required in this Agreement will be deemed completed when hand- delivered, delivered by agent, or seven (7) days African Tour Expertsr being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
15. The addresses for any notice to be delivered to any of the parties to this Agreement are as follows: African Tour Experts Tanzania P.O Box 11835, Engira Road, Arusha, Tanzania www.afte.co.tz
Representations
16. In providing the Confidential Information, the African Tour Experts Tanzania makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trade mark infringement that may result from the use of such information.
Termination
17. Either party may terminate this Agreement by providing written notice to the other party. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.
Assignment
18. Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.
Amendments
19. This Agreement may only be amended or modified by a written instrument executed by both the African Tour Experts Tanzania and the client.
Governing Law
20. This Agreement will be construed in accordance with and governed by the laws of United Republic of Tanzania.
Additional Provisions21. Disclaimer
The information in this website which includes any attachments is Confidential, may be privileged and access to this website by anyone else is unauthorized. If this website is not intended for you, you may not copy, distribute, or disclose the included information to anyone. Neither African Tour Experts Tanzania, nor any related entity will be held liable for any loss or damages whatsoever arising out of your reliance on the information contained in this website. Any disclosure of confidential or privileged information transmitted herewith may result in legal proceedings being instituted against the concerned part hereof. Whilst all reasonable steps are taken to ensure the accuracy and integrity of information and data transmitted electronically, and to preserve the confidentiality thereof, African Tour Experts Tanzania will not be held liable for any loss or damages caused of whatsoever nature arising out of information or data that is, for whatever reason, intercepted, corrupted, infected with a computer virus or does not perform its intended objectives, timeously or at all. It is the responsibility of the user to ensure that this online distribution and its contents are virus free and safe. Unless the consultants of African Tour Experts Tanzania who will be the senders of all electronic communications who are duly authorised by African Tour Experts Tanzania to send electronic communication to clients and unless the content of the electronic communications are also duly authorised by African Tour Experts Tanzania, any views or undertakings expressed in the electronic communications are those of the individual sender in his or her personal capacity and African Tour Experts Tanzania will not be held liable for any loss or damages arising there from of whatsoever nature. Any recipient of an electronic communication which constitutes spam contains infringing or offensive content of any nature is requested to report the matter to African Tour Experts Tanzania. No one may conclude any binding agreement on behalf of African Tour Experts Tanzania with another party by e-mail without express written confirmation by a duly authorised representative of African Tour Experts Tanzania. This notice also serves to inform any person who intends to use the online system provided by African Tour Experts Tanzania that any e-mail communication so sent may be intercepted in accordance with applicable laws of the United Republic of Tanzania.
22.
23. Terms of use for African Tour Experts Tanzania social media platforms (House rules) To protect users and the brand, all of African Tour Experts Tanzania social media platforms – African Tour Experts Tanzania are actively moderated according to the policies set out below. Social Media House Rules need to be hosted on www.afte.co.tz, which can be linked to from within each African Tour Experts Tanzania social media account’s Bio. If any post violates these policies, it will be removed. Continuous violation by a user may result in that user being blocked. We do not want to ‘police’ our social media environments, we welcome and encourage your comments, complaints or compliments; we just want to keep the environment free from distastefulness.
The policies are:
1. No hate speech;
2. No swearing, or explicit or profane content;
3. No personal attacks. No threatening or disparaging an individual or group based on their race, religion, gender, disability, age or sexual orientation;
Exclusion of liability
African Tour Experts Tanzania will not assume responsibility to the member (or any Person nominated by them for an Award Certificate) for any indirect, consequential or special damages, howsoever caused, whether arising from any act or omission of African Tour Experts Tanzania, or any third party for whom African Tour Experts Tanzania is vicariously responsible (contractually or otherwise).
Indemnity
African Tour Experts Tanzania shall not be liable for any damage, loss or liability of whatsoever nature arising from the use or inability to use this website or the service or content provided from and through this website. Furthermore, A tourist(s) makes no representations or warranties, implied or otherwise, that, amongst others, the content and technology available from this website are free from error or omissions or that the service will be 100% uninterrupted and error free.
Privacy policy
African Tour Experts Tanzania protects a user's privacy. No personal information will be disclosed to third parties without the user's permission or due process, however, African Tour Experts Tanzania may share personal information with business partners.
African Tour Experts Tanzania gathers and will be in possession of the following private and personal information of users and passengers:
- Information provided by the user voluntarily - this information is used to provide a better service to users; and
- Information automatically provided (e.g. cookies) - this information is gathered to better your browsing and interaction with African Tour Experts Tanzania. Cookies cannot harm your computer or carry viruses. By using this website the User consents to the following:
African Tour Experts Tanzania may use your personal information to communicate with the user from time to time.
Users may indicate if they do not wish to receive such communications;
African Tour Experts Tanzania may use user's information for non-personal statistical purposes;
African Tour Experts Tanzania retains the copyright in databases of personal information of users; and African Tour Experts
Tanzania may share user's information with business partners for commercial reasons.
Security of information
All reasonable steps will be taken to secure a user's information.
User's undertake not to divulge their details to any other person.
It is expressly prohibited for any person, business, or entity to gain or attempt to gain unauthorized access to any page on this website, or to deliver or attempt to deliver any unauthorized damaging or malicious code to this website. Any person who delivers or attempts to deliver any unauthorized, damaging or malicious code to this website or attempts to gain unauthorized access to any page on this web site shall be held criminally liable, and in the event that African Tour Experts Tanzania should suffer any damage or loss, civil damages will be claimed.
Intellectual property rights
All content, trademarks and data on this website, including but not limited to, software, databases, text, graphics, icons, hyperlinks, private information, and designs are the property of or licensed to African Tour Experts Tanzania, and as such, are protected from infringement by domestic and international legislation and treaties. Subject to the rights afforded to the user herein, all other rights to all intellectual property on this site is expressly reserved.
Usage
Persons using the African Tour Experts Tanzania website for any reason whatsoever, subject themselves to and agree to the terms and conditions of African Tour Experts Tanzania when accessing the website as set out below. This website is intended to provide the user with information regarding African Tour Experts Tanzania, its products offered and/or services rendered. Without derogating from the aforegoing, African Tour Experts Tanzania hereby authorizes the user to view, copy, download to a local drive, print and distribute the content of this website, or any part thereof,
provided that:
such content is used for information and/or non-commercial purposes only; and any reproduction of this the content of this web site, or portion thereof, must include the following copyright notice: © African Tour Experts Tanzania 2018. All rights reserved. Users that wish to use content from this site for commercial purposes may only do so with prior written permission.
General Provisions
24. Time is of the essence in this Agreement.
25. This Agreement may be executed in counterpart.
26. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
27. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
28. The Purchaser is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Seller in enforcing this Agreement as a result of any default of this Agreement by the Purchaser.
29. The Seller and the Purchaser acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Seller and the Purchaser that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Purchaser to give the Seller the broadest possible protection to maintain the confidentiality of the
Confidential Information.
30. No failure or delay by the Seller in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or
privilege provided in this Agreement.
31. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Seller and the Purchaser.
32. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.