Terms of Use

These Terms of Use ("Terms") govern your use of this website and every request, enquiry or document you submit through it. The website is operated by Nairank Global Limited, 245 Mwai Kibaki Road, Kinondoni, Dar es Salaam, Tanzania ("we", "us", "our"), trading as Nairank Global, which is the contracting party for every request and engagement made through it. Our contact details are at the end of these Terms.

By using this website, or by ticking the acceptance box on any of our forms, you agree to these Terms and to our Privacy Policy. If you act for a company or other organisation, you confirm that you have authority to accept these Terms on its behalf, and "you" includes that organisation. If you do not agree, do not use the website or submit any information.

Nairank Global provides supplier due diligence, document authentication, mineral testing and assay, and inspection. This website describes those services and lets you request them.

• No sale of minerals. We do not offer, sell or broker minerals or metals through this website. Nothing on it is an offer to sell, or a solicitation to buy, any commodity. Nairank Global does not buy, sell, finance or broker minerals, and takes no commission on any transaction.
• No professional advice. Content on this website, including our guides and country pages, is general information. It is not legal, financial, investment, tax or technical advice and must not be relied on as such. Formal legal advice on a transaction is given only by licensed counsel engaged for that purpose.
• Information may change. Laws, registries, licence rules and market conditions change. We take care to keep content accurate and dated, but we do not warrant that any page is complete or current on the day you read it.
• Third parties named are not endorsed. References to laboratories, regulators, registries, refineries or other organisations are factual. They are not endorsements, and those organisations have not endorsed us.

• Submitting a request, form or message does not create an engagement. It is an invitation for us to consider your request and, if we choose, to propose a scope.
• An engagement begins only when we have confirmed a written scope, timetable and fee and you have accepted it in writing (including by email). We may decline any request without giving reasons.
• Each engagement is governed by these Terms together with the written scope or engagement letter for it. If they conflict, the engagement letter prevails for that engagement.
• Turnaround times stated on this website are typical, not guaranteed. Laboratory times depend on the laboratory, and site access depends on owners, authorities and security conditions outside our control.

When you submit information or documents to us, you confirm that:

• the information is accurate and complete to the best of your knowledge, and you will tell us promptly if it changes;
• you have the right to share the documents and information with us, and sharing them does not breach any confidentiality obligation, licence, law or the rights of any other person;
• where the material contains personal data about other people — for example a supplier’s directors, signatories or staff, or identity documents — you have a lawful basis to share it with us for due diligence and have given any notice the law requires;
• the material contains no malicious code and has not been altered to mislead us; and
• you are not, and are not acting for, a person subject to sanctions administered by the United Nations, the United States, the European Union, the United Kingdom or any authority with jurisdiction over the transaction, and you will not use our services in breach of anti-money-laundering, anti-bribery, sanctions or export-control law.

We may refuse, suspend or end any request or engagement if we reasonably believe these confirmations are untrue, or if continuing would expose us or our personnel to legal, regulatory, reputational or safety risk.

This clause is a binding mutual non-disclosure agreement between you and us. It applies from the moment you first submit information to us, whether or not an engagement follows.

"Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with a request or engagement, in any form, including: the identity of the client, the supplier and any counterparty; the terms, volumes, prices and structure of any transaction; documents, certificates and data submitted; and our scopes, quotations, findings, reports, test records, valuations, working papers and methods of work, including the method of the Nairank Global Standard.

• Our obligations. We will keep your Confidential Information confidential, use it only to consider and carry out your request or engagement, and disclose it only to our personnel, laboratories, licensed counsel, field partners and service providers who need it for that purpose and are bound by confidentiality obligations no less protective than these.
• Your obligations. You will keep our Confidential Information — in particular our quotations, reports, findings and methods — confidential, use it only to evaluate and complete the transaction it relates to, and not disclose it to the supplier, counterparty or any other person except your officers, employees, professional advisers, financiers and insurers who need to know it and are bound by duties of confidentiality. You are responsible for any breach by them.
• Contact with the counterparty. We may need to contact the supplier, registries, laboratories or issuing bodies to complete a check. Unless you instruct otherwise in writing, we will not disclose your identity to the supplier or counterparty, except where the check cannot be completed without it and you have agreed.
• Exclusions. These obligations do not apply to information that: is or becomes public other than through a breach of this clause; was lawfully known to the Recipient before disclosure; is lawfully received from a third party without a duty of confidence; or is independently developed without use of the Discloser’s information.
• Required disclosure. Either party may disclose Confidential Information where required by law, regulation, court order or a competent authority, including under anti-money-laundering or sanctions law. Where lawful, it will give the other party prompt notice and disclose only what is required.
• Duration. These obligations continue for five (5) years after the last disclosure of Confidential Information, and indefinitely for personal data and for any information that is a trade secret for as long as it remains one.
• Return or destruction. On written request, the Recipient will return or destroy the Discloser’s Confidential Information, except copies it must keep by law or for its professional records, and copies held in routine back-ups, which remain subject to this clause.
• Remedies. Each party acknowledges that damages may not be an adequate remedy for breach of this clause, and that the other party may seek an injunction or other equitable relief in addition to any other remedy.

• Prepared for the client alone. Reports, test records, valuations and findings are prepared solely for the client named in them and for the purpose stated. No other person may rely on them, and we accept no duty of care or liability to anyone else, unless we have agreed so in writing.
• A record at a point in time. Findings describe what we observed, confirmed or measured at the date stated, on the information and access available to us. Licences can lapse, stock can move and circumstances can change after that date.
• Laboratory results. Laboratory results are those of the laboratory that issued them, under its own accreditation and terms. We arrange sampling and submission and report the results; we do not alter them.
• No guarantee of outcome. A favourable report or recommendation is a professional opinion based on the checks performed. It is not a guarantee that a supplier will perform, that a transaction will succeed, that goods will be delivered or paid for, or that no risk remains. Decisions to proceed are yours (see clause 7).
• Disclosed limitations. Each report states which checks were completed, which failed and which could not be completed. A check that could not be completed is not a finding that all is well.
• Authenticity. Anyone may ask us to confirm that a document bearing our name is genuine through our document verification service. We confirm authenticity only; we do not disclose a report’s contents to anyone other than the client it was issued to, except as clause 5 permits.

You acknowledge that the counterparty risk in any transaction remains with you, and that the following provisions are a fundamental basis on which we agree to accept requests and engagements and on which our fees are set.

• 7.1 Independent third party. We act solely as an independent third-party provider of verification, testing and inspection services. We are not a party to, and assume no obligation under, any contract, offer or transaction between you and any supplier, seller, buyer, refinery, agent, intermediary or other counterparty (each a "Counterparty"). Nothing in these Terms or any engagement makes us your agent, partner, broker, guarantor, surety, insurer, escrow agent, carrier or custodian of any goods, documents or funds, unless we have expressly agreed in a signed writing to act in that capacity. By providing our services we neither take the place of you or any Counterparty, nor release any of them from any obligation, nor assume, reduce or undertake to discharge any duty owed by you to a Counterparty or by a Counterparty to you.
• 7.2 No guarantee of Counterparty performance. We do not warrant, guarantee or underwrite the identity, solvency, conduct, honesty or performance of any Counterparty, the delivery, quantity, quality, assay, title or legality of any goods, the payment of any sum, or the outcome of any transaction, whether or not we have reported favourably on the Counterparty or the goods. We are neither an insurer nor a guarantor and disclaim all liability in either capacity; if you want protection against loss, you should obtain appropriate insurance, security or payment instruments.
• 7.3 Exclusion of liability for Counterparty failure. To the fullest extent permitted by law, we shall have no liability whatsoever, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for any loss, damage, cost or expense of any kind arising out of or in connection with: (a) any act, omission, default, breach, insolvency, misrepresentation, fraud or other misconduct of a Counterparty or of any person acting for it; (b) any failure, delay or shortfall in the delivery of goods or the payment of money under any transaction; (c) any loss of, substitution of, tampering with or change to goods, seals or documents occurring after the time of our inspection, sampling or sealing, unless we were expressly engaged in writing to supervise that later stage; or (d) any dispute, termination or breakdown of relations between you and a Counterparty.
• 7.4 Your decisions. Every decision whether to contract with a Counterparty, on what terms, and whether and when to pay, release, ship or accept goods is made by you alone, in reliance on your own judgment and at your own risk. Our findings are one input into that decision and do not transfer any of its risk to us.
• 7.5 Covenant not to sue. You irrevocably agree that you will not commence, join or maintain any claim, action, arbitration or other proceeding against us, our officers, personnel or field partners in respect of any matter excluded by clause 7.3, and that we may plead this clause as a complete defence to any such proceeding. This clause does not prevent a claim that we materially breached the express terms of our own engagement, which remains subject to clause 12.
• 7.6 No participation in disputes. We have no obligation to take part in, mediate, give evidence in, or assist with any dispute between you and a Counterparty, or to recover any goods or money. Any such assistance we agree to give — including statements of findings, re-inspection, re-sampling or attendance as a witness — is a separate engagement on new written terms and fees.
• 7.7 End of engagement. Our obligations under an engagement are fully discharged, and the engagement ends, on delivery of the final report or other deliverable stated in the scope, or on earlier termination. We will answer reasonable written questions about a report raised within thirty (30) days of delivery; doing so does not reopen, extend or vary the engagement. After an engagement ends, only the clauses stated in clause 16 to survive continue to apply.
• 7.8 Time limit for claims. To the extent permitted by law, we are discharged from all liability for any claim unless (a) written notice of the claim, with reasonable particulars, is given to us within thirty (30) days after you discover the facts said to justify it, and (b) proceedings are commenced within one (1) year of the date on which the relevant service was performed or, for an alleged failure to perform, the date by which it should have been completed.
• 7.9 Scope set by the engagement only. Contracts, letters of credit, offers, specifications, bills of lading or other documents between you and a Counterparty that you give us are for information only. They do not extend, restrict or otherwise change the scope of our services or the obligations we have accepted, which are those in our written scope alone.
• 7.10 Time and place of findings. Our findings reflect only the facts we recorded at the time and place of our intervention, within the instructions we received. Test and assay results apply only to the samples taken and as received by the laboratory, and say nothing about any other part of a lot that was not sampled.
• 7.11 Third-party reliance. No Counterparty or other person may rely on any report we prepared for you, and we owe no duty of care to any of them. You will not provide a report to a Counterparty for the purpose of reliance without our prior written consent.

• Scoping is free. Fees for an engagement are those stated in the written scope you accept. Unless stated otherwise, fees are exclusive of taxes, laboratory charges, travel and third-party costs agreed in advance.
• Our fees do not depend on the outcome of a check or on whether the transaction proceeds.
• Unless the engagement letter says otherwise, fees are payable as invoiced, and we may withhold delivery of a report until fees then due have been paid.

During an engagement and for twelve (12) months after it ends, you will not, directly or indirectly, engage or solicit for the same or similar services any tester, inspector, due diligence specialist or field partner introduced to you through the engagement, without our prior written consent. This does not restrict general advertisements not targeted at them.

• The website, its text, design, the Nairank Global Standard (NGS), our guides, report formats and methods are owned by us or our licensors and are protected by intellectual property law.
• You may view, print and share pages of the website for your own information, with attribution and a link back. You may quote short extracts of our guides with attribution.
• On payment of the fees, you may use reports we deliver to you for your internal purposes and for the transaction they relate to, subject to clause 5. All other rights are reserved.

You must not:

• use the website or our forms to submit false, misleading or unlawful material, or to impersonate any person;
• attempt to gain unauthorised access to the website, its servers, storage or any connected system, or test their vulnerability without our written permission;
• upload viruses or other harmful code, or interfere with the website’s operation;
• use the website to send unsolicited marketing, or to collect information about other users; or
• present our name, standard or reports as applying to anything we have not verified.

Search engines and AI assistants may crawl and index the website in accordance with its robots.txt file.

• The website and its content are provided "as is" and "as available". To the fullest extent permitted by law, we exclude all warranties and conditions not expressly stated in these Terms or in an engagement letter.
• We are not liable for any indirect or consequential loss, or for any loss of profit, revenue, business, opportunity, goodwill or data, however arising, nor for any claims brought against you by third parties.
• Subject always to clause 7, our total liability arising out of or in connection with any engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the fees paid to us for that engagement. Where no engagement exists, our total liability arising from your use of the website is limited to one hundred United States dollars (USD 100).
• We are not liable for the acts, omissions, results or delays of laboratories, registries, carriers or authorities, or for loss caused by information that was false or withheld from us. Liability for Counterparties is excluded in full by clause 7.
• Nothing in these Terms excludes or limits liability for fraud, for death or personal injury caused by negligence, or any other liability that cannot be excluded or limited by law.

You will indemnify us, our officers, personnel and field partners against claims, losses, penalties and reasonable costs (including legal fees) arising from your breach of these Terms, from information or documents you supplied being inaccurate, unlawful or infringing, from your use of our reports other than as these Terms permit, or from any claim, demand or proceeding (actual or threatened) brought by a Counterparty (as defined in clause 7) or any other third party arising out of your transaction, your dispute with a Counterparty, or the performance, purported performance or non-performance of our services.

You agree that ticking an acceptance box and submitting a form is a valid electronic acceptance of these Terms and our Privacy Policy, with the same effect as a signature. We record the version accepted, the date and time of acceptance and the request it relates to, and that record is evidence of your acceptance.

You agree to receive communications from us electronically. Notices to us must be sent to the email address below; notices to you may be sent to the email address you gave us.

• These Terms, every engagement and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of the United Republic of Tanzania.
• The parties will first try to resolve any dispute by good-faith negotiation between senior representatives for thirty (30) days after written notice of the dispute.
• If it is not resolved, the dispute will be finally resolved by arbitration under the Arbitration Act, 2020 of Tanzania (Cap. 15). The seat of arbitration is Dar es Salaam, Tanzania; the tribunal will consist of one arbitrator appointed in accordance with that Act; the language of the arbitration is English. The award is final and binding.
• Nothing in this clause prevents either party from seeking urgent interim or injunctive relief from any competent court, including to protect Confidential Information or intellectual property.

• Changes. We may update these Terms. The version and date at the top of this page show when they last changed. The version in force when you submitted a request applies to that request, unless you accept a later version.
• Severability. If any provision is found invalid or unenforceable, the rest remains in force, and the provision applies with the minimum change needed to make it valid.
• Entire agreement. These Terms, the Privacy Policy and any engagement letter are the entire agreement between us on their subject and replace earlier understandings on it.
• Assignment. You may not transfer your rights or obligations without our written consent. We may transfer ours to a company in our group or to a successor to our business, on notice to you.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including unrest, conflict, epidemic, natural events, government action, border closures or failures of laboratories, carriers or utilities.
• Survival. Clauses 5, 6, 7, 8 (as to fees accrued), 9, 10, 12, 13, 14, 15 and 16 survive the end of any engagement and your use of the website.
• No waiver. A failure or delay in exercising a right is not a waiver of it.
• Language. These Terms are written in English. If they are translated, the English version prevails.

Nairank Global Limited, trading as Nairank Global. Registered office: 245 Mwai Kibaki Road, Kinondoni, Dar es Salaam, Tanzania. Notices and email: support@nairankglobal.com.