Terms of use

1. Introduction and acceptance

1.1Who these terms bind. These Terms of Use (the "Terms") govern every use of Fursa365, the deal room at fursa365.co.tz and any application, page or channel through which it is offered (the "Platform"). They bind every person who opens an account, submits an offer or request, takes part in a deal round, private tender or auction room, joins the professional panel, or reads the document library (each a "Member").

1.2The operator. The Platform is operated by Zatra Consultants Limited, a company incorporated in Tanzania under the Companies Act, Cap 212, of First Floor, Mwenge Tower, Sinza A, Sam Nujoma Road, Dar es Salaam (the "Operator").

1.3Acceptance. A Member accepts these Terms by ticking the acceptance box when opening an account, or by using the Platform, whichever happens first. A person who acts for a company, partnership, trust or public body confirms that they hold authority to bind it, and these Terms then bind that entity.

1.4Order of documents. These Terms operate together with the Privacy Policy, the Cookie Notice, the Code of Ethics, the Verification Standard and the Regulatory Boundaries published on the Platform. Where a Member signs a Non-Disclosure and Non-Circumvention Agreement ("NDNCA") or a Professional Services and Fee Agreement ("PSFA") with the Operator, that signed agreement prevails over these Terms on its own subject. Where an auction is conducted, the auctioneer's conditions of sale prevail on the conduct of the sale.

2. Definitions

2.1Defined terms. In these Terms: "Listing" means an offer or a request published or submitted on the Platform; "Offer" means a Listing of an asset, business, project interest, capital or skill available on a lawful route; "Request" means a Listing of a need; "Introduction" means the release of the identity and contact details of one Member to another after both have signed the NDNCA; "Counterparty" means a Member introduced to another Member; "Transaction" means any agreement between Counterparties that follows an Introduction; "Project Value" has the meaning given in the PSFA; "Professional" means a member of the professional panel; "Auctioneer" means Kasongo Auction Mart Limited or any other licensed auctioneer that the Operator appoints for the auction room; and "Business Day" means a day other than a Saturday, Sunday or public holiday in Tanzania.

3. What the Platform is

3.1A platform only. The Platform lists qualified Offers and verified Requests, suggests matches with stated reasons, arranges Introductions with the consent of both sides, and provides deal rooms, deal rounds, private tenders and an auction room in which Members organise their own Transactions.

3.2The Platform takes no money. The Platform receives no money from any person. It charges no listing fee, no subscription for an account, no commission and no share of any price, hire charge, investment or other consideration that passes between Members.

3.3What the Platform is not. The Platform and the Operator, in operating it, are not a bank, lender, microfinance service provider, deposit taker, payment service provider, electronic money issuer, escrow agent, stockbroker, dealer, investment adviser, fund manager, collective investment scheme, crowdfunding operator, estate agent, private employment agency, auctioneer or mineral dealer. Nothing on the Platform is an offer of securities to the public, investment advice, a valuation, a survey, a legal opinion or a promise of income.

3.4Matching is a suggestion. Any matching score, ranking or reason shown on the Platform is an automated suggestion for people to review. It is not an approval, a recommendation, a valuation or a statement that a Transaction is suitable, lawful or safe.

4. The firms that serve Members

4.1Separate capacities. Each firm that provides a service through the Platform acts in its own name, under its own licence and on its own terms. The Operator, when it provides professional services to a client under a PSFA, acts as that client's professional adviser and not as the Platform. Nembo Creative Limited designs documents. Professionals act for the client that engages them. The Auctioneer conducts sales under its own licence and conditions of sale.

4.2Each firm is paid for its own work. Each firm invoices and receives its own fee directly from the person who engages it. No firm is paid by the other side of a Transaction, and no firm takes a share of the price. Government, registry, regulator and third-party charges are paid by the person who incurs them at the official rate and are never marked up.

4.3Group companies. Where Zatra Synergy Limited, DY Trading Limited, Nembo Creative Limited or any other company in the Operator's group is a party to, or has an interest in, a Transaction, the Operator shall disclose this in writing to the other Counterparty before the Introduction, and the group company receives no preference in matching.

5. Eligibility, identity and screening

5.1Who may use the Platform. A Member must be at least 18 years old and of full legal capacity, or a lawfully constituted entity acting through an authorised person. A Member must own what it offers, control it, or hold a written mandate from its owner.

5.2Know your member. Before an Offer is qualified, a Request is verified or an Introduction is made, the Operator may require, and the Member shall provide: proof of identity of the Member and of every beneficial owner and director; proof of authority or mandate; the documents listed for the category in the Verification Standard; evidence of capacity, such as a bank letter, statement or board approval; and a declaration of the source of any funds the Member will commit.

5.3Enhanced checks for high-value Transactions. Where a Transaction is likely to exceed the thresholds the Operator sets from time to time, or involves minerals, land, shares, a politically exposed person, a cross-border party or a complex ownership structure, the Operator may apply enhanced checks, including independent searches, references and a meeting with the decision maker, before the Listing proceeds.

5.4Sanctions and politically exposed persons. The Operator screens Members against applicable sanctions lists. A Member shall disclose whether it, or any beneficial owner, director or authorised person, is a politically exposed person or the subject of any sanction, investigation or proceeding for fraud, corruption, money laundering or terrorist financing. The Operator may refuse or end any participation that it reasonably considers exposes the Platform to a sanctions, money-laundering or corruption risk.

5.5Citizen-only activities. A Member who is not a citizen of Tanzania shall not use the Platform to carry on any business activity reserved for citizens, including brokerage or agency in businesses and real estate under the Business Licensing (Prohibition of Business Activities for Non-Citizens) Order, 2025, or to hold or trade a primary mining licence. Non-citizens may take part as buyers, investors, partners and engagers on lawful routes.

5.6Screening is not due diligence. Screening, verification and qualification by the Operator are documentary checks and interviews made to keep the Platform clean. They are not due diligence, a valuation, a survey, a title search opinion, an assay or a legal opinion, and no Member may rely on them as such.

6. Accounts and security

6.1One account, true details. A Member shall keep one account, give true and current details, and update them promptly when they change.

6.2Credentials. A Member is responsible for keeping its password and devices secure and for all activity on its account. A Member shall tell the Operator at once of any suspected unauthorised use.

6.3Suspicious contact. The Operator will never ask a Member for a password, a one-time code or a payment to an individual. A Member who receives such a request in the Operator's name shall not act on it and shall report it.

7. Listings

7.1The Offer Clarity Standard. Every Offer shall state what is offered, the route, the location, the terms basis, the value band and the date on which the Offer ends, and shall include the evidence listed for its category. An Offer closes automatically on its end date.

7.2Member warranties. A Member who submits a Listing warrants, on submission and again on every Introduction, that: everything submitted is true, complete and not misleading; it owns, controls or holds a written mandate for what it offers; what it offers is not stolen, unlawfully obtained, counterfeit, encumbered without disclosure or subject to undisclosed dispute; it holds the licences, consents and permits the Listing requires; and it will update or withdraw the Listing as soon as any detail stops being true.

7.3Prohibited Listings. A Member shall not list or request: any loan, credit, deposit, interest-bearing or fixed-return arrangement; a guaranteed income; a pooled or collective investment; a public offer of shares or other securities, or any offer that would need a licence from the Capital Markets and Securities Authority; hire purchase or a finance lease; escrow or the holding of client money; crypto assets; minerals or mineral rights by anyone without the licence the Mining Act requires; wildlife, protected forest products or other controlled goods; weapons; anything whose sale or hire is unlawful in Tanzania.

7.4Photos and documents. A Member may add up to six photos to a Listing and may share documents in stages through the deal room. The Member confirms that it took the photos or holds permission to use them, that they show no identifiable person without consent, and that it has removed plates, serial numbers and exact addresses it does not wish to share before the NDNCA. The Member grants the Operator a non-exclusive, royalty-free licence to store, resize and show that material to signed-in Members for the purpose of the Listing.

7.5Review and removal. The Operator may decline, return for correction, suspend or remove any Listing that does not meet these Terms, the Verification Standard or the law, and need not give reasons where the law or an investigation does not allow it.

8. Introductions, confidentiality and non-circumvention

8.1Introductions by consent. Names, contact details and exact addresses are released only after both sides consent to an Introduction and sign the NDNCA. The Operator records the date and the parties to every Introduction.

8.2Confidentiality. A Member shall keep confidential every item of information about a Listing, a Counterparty or a Transaction that it receives through the Platform, shall use it only to evaluate the Transaction concerned, and shall return or destroy it when it decides not to proceed, except copies the law requires it to keep.

8.3Non-circumvention. A Member shall not go around the Platform or the Operator to deal with a Counterparty introduced through the Platform in relation to the same or a closely related Transaction during the protection period stated in the NDNCA. Where a Member who has signed a PSFA completes such a Transaction outside the Platform, the professional fee under that PSFA remains payable as that agreement provides.

9. Deal rooms, deal rounds and private tenders

9.1Deal rooms. A deal room organises the steps of a Transaction: protection, Introduction, data room, the client's own due diligence, heads of terms, the agreement and completion. A stage moves forward only when its checklist is complete. The negotiation sheet is private to the Member.

9.2Deal rounds. An owner may place a qualified Offer in a deal round. Verified Members may each submit one sealed expression of interest before the stated closing time, which is 17:30 East Africa Time on the closing date unless the round states otherwise. The Operator screens expressions at the close and gives the owner a ranked summary with reasons. The owner alone chooses, and may choose no one.

9.3Private tenders. An owner may run a private tender open only to invitees it names and that the Operator confirms as verified. Each invitee signs the NDNCA before it sees the Offer.

9.4Nature of rounds and tenders. A deal round or private tender is not an auction, a public offer or a public procurement under the Public Procurement Act. There is no bidding ladder, no obligation to accept the highest figure, no deposit and no bid bond. A public body that must follow public procurement law shall not use a round or tender in place of it.

10. Auction room

10.1The Auctioneer conducts every sale. Where an owner chooses the auction route, the sale is conducted by the Auctioneer under its own licence under the Auctioneers Act, Cap 227, and its conditions of sale. The Auctioneer registers bidders, verifies their identity, takes and holds any deposit, conducts the sale, decides every bid dispute, closes each lot and issues the sale note and invoice.

10.2The Platform's role. The Platform hosts the online room, shows time-stamped bids and refers lots from qualified Offers. It does not act as auctioneer, take bids on its own account, hold any money or guarantee any sale, title or condition.

10.3Lots and bids. Only vehicles, machines, bulk goods, livestock and property with verified documents may be consigned. Minerals, mineral rights, licences and shares may not. An online bid is an offer to buy at that figure under the Auctioneer's conditions of sale and binds the bidder once the hammer falls. A bid in the last two minutes extends the close of the lot by two minutes. A bidder shall inspect a lot, or accept it without inspection, before bidding.

11. Skills, teams and the professional panel

11.1Engagements, not employment agency. Members may offer skills, professional capacity, crews or a company bench, and may request people for a defined scope. The engager and the person or team sign their own service terms on the value basis they choose. The Platform is not an employer, a recruitment agency or a labour hire business and never charges a worker to be introduced.

11.2Engager duties. The engager carries every duty that the employment, occupational health and safety, social security, tax and immigration laws place on it, including the duty to assess whether an engagement is in substance employment.

11.3Professionals. A Professional acts independently for the client that engages it, follows the Code of Ethics, declares its interests before acting, and never acts for both sides without both sides' written consent. A Professional is paid only by the client that engages it.

12. Fees

12.1Using the Platform is free. Opening an account, submitting a Listing, entering a deal round or private tender, using the matching desk and deal rooms, and reading the guest previews of the library are free.

12.2Professional fees. Where a Member engages the Operator to verify, structure and take a Transaction to completion, the Operator charges that Member a professional fee under a PSFA signed before any Introduction. The fee is set on a schedule scaled to the Project Value and falls due mainly on completion. Other Operator services, such as onsite verification and advisory sessions, are quoted in writing before work starts. Library membership is quoted on enquiry and activated after payment.

12.3Tax. Fees are exclusive of value added tax and any other tax that applies, which the person who pays the fee bears in addition.

13. Money between Members

13.1Direct settlement only. Money owed between Members under a Transaction is paid directly between them through regulated banks or payment service providers they choose, under an agreement drafted by advocates they appoint. The Platform and the Operator never receive, hold, transfer or release that money.

13.2Payment fraud. A Member shall never pay a deposit, fee or advance to any person who contacts it about a Listing, and shall pay the Operator's own fees only into the bank account of Zatra Consultants Limited stated on the Operator's invoice. A Member who receives any other payment request shall report it to the Operator.

14. Due diligence and agreements

14.1Each Member's own responsibility. Before signing any agreement, a Member shall carry out its own due diligence with qualified professionals it chooses and pays, including title, licence and registry searches, inspection, valuation, assay, financial, tax and legal review as the Transaction requires.

14.2Agreements by advocates. The terms of every Transaction are agreed directly between the Counterparties and recorded in an agreement drafted by advocates they appoint. Each Member is responsible for consents, approvals, registrations, stamp duty, taxes and filings that its Transaction requires, including notification to the Fair Competition Commission where a merger threshold is met, consent of the Mining Commission to any transfer or change of control of a mining right, and approval of a disposition of land under the Land Act.

15. Anti-bribery, anti-money laundering and lawful conduct

15.1Anti-bribery. A Member shall not offer, give, request or accept any bribe, facilitation payment, gift or advantage to obtain or keep a Listing, a match, an Introduction or a Transaction, and shall comply with the Prevention and Combating of Corruption Act, Cap 329.

15.2Anti-money laundering. A Member shall not use the Platform to launder the proceeds of crime or to finance terrorism, and shall cooperate with any request the Operator makes to meet its obligations under the Anti-Money Laundering Act, Cap 423, and related law. The Operator may report a suspicious transaction to the Financial Intelligence Unit as the law requires and is not obliged to tell the Member that it has done so.

15.3Lawful content and conduct. A Member shall not publish prohibited content, misrepresent its identity or authority, harvest other Members' data, interfere with the Platform's security or operation, or use automated means to access it without the Operator's written consent. The Operator maintains a code of conduct for hosted content and removes prohibited content on notice, as the Electronic and Postal Communications (Online Content) Regulations require.

16. Personal data

16.1Controller. The Operator, Zatra Consultants Limited, is registered with the Personal Data Protection Commission as a data controller under the Personal Data Protection Act, No. 11 of 2022, and that registration covers personal data processed through the Platform, which is a service of the Operator and not a separate legal person. The Operator processes personal data as the Privacy Policy describes and shall keep its registration current.

16.2Data between Members. A Member that receives personal data of another Member through an Introduction becomes a controller of that data in its own right and shall process it lawfully, only for the Transaction, and securely.

17. Intellectual property

17.1The Platform's content. The Platform's design, text, software, logos, the FURSA365 name and mark, and the library documents belong to the Operator, Nembo Creative Limited or their licensors. A Member may use them only to use the Platform. Library documents may not be resold, republished or used to train any system without written consent.

17.2Member content. A Member keeps ownership of what it submits and grants the Operator the licence in these Terms.

18. Disclaimers and limitation of liability

18.1The Platform as provided. The Operator provides the Platform with reasonable care and skill but does not warrant that it will be uninterrupted or free of error, or that any Listing, Member, document or match is accurate, available or suitable.

18.2No liability for Members. The Operator is not liable for any Member's statements, assets, title, licences, performance, payment or failure to complete a Transaction, or for the work of the Auctioneer, a Professional or any other firm acting in its own name.

18.3Excluded losses. To the extent the law allows, the Operator is not liable to a Member for loss of profit, revenue, business, opportunity, goodwill, anticipated savings or data, or for any indirect or consequential loss, however arising, including from the failure of a Transaction, the conduct of a Counterparty, or the unavailability of the Platform.

18.4Cap. To the extent the law allows, the Operator's total aggregate liability to a Member, under or in connection with these Terms and the Platform, for all claims arising in any period of twelve months, shall not exceed the greater of (a) the professional fees that Member has paid to the Operator under a PSFA in the twelve months before the first of those claims and (b) Tanzanian Shillings twenty-five million (TZS 25,000,000). Because the Platform itself charges no fee, item (b) is the floor that applies to a Member who has paid no professional fees.

18.5What is not limited. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct, for the Operator's own breach of the confidentiality obligations in an NDNCA, or for any liability that cannot be excluded or limited by law, including under Part VI of the Fair Competition Act, Cap. 285. Where a provision of these Terms would otherwise exclude or restrict a condition or warranty that the Fair Competition Act implies in favour of a consumer, that provision applies only to the extent the Act allows.

18.6Time for claims. A claim against the Operator under these Terms shall be notified in writing within twelve months after the Member became aware, or ought reasonably to have become aware, of the facts giving rise to it. This clause does not shorten any period that the Law of Limitation Act, Cap. 89, or section 28 of the Law of Contract Act, Cap. 345, does not permit to be shortened.

18.7Indemnity. A Member shall indemnify the Operator against loss, liability and reasonable costs arising from the Member's breach of these Terms, its Listings, its Transactions or its breach of law.

19. Suspension and termination

19.1By the Member. A Member may close its account at any time from the account page. Obligations of confidentiality and non-circumvention, and any fee under a signed PSFA, survive closure.

19.2By the Operator. The Operator may suspend or close an account, remove a Listing or end an Introduction, with notice where practicable, if the Member breaches these Terms, the Code of Ethics or the law, gives false information, fails screening, or exposes the Platform or other Members to fraud, sanctions, money-laundering or corruption risk.

19.3Records. The Operator keeps records of Listings, screening, Introductions and deal room steps for the periods the law requires, including after an account is closed.

20. Electronic contracting and notices

20.1Electronic signature. These Terms, the NDNCA, the PSFA and deal room records may be accepted and signed electronically and in counterparts, and are valid under the Electronic Transactions Act, 2015.

20.2Notices. The Operator gives notices to a Member by email, WhatsApp or in the Member's account. A Member gives notices to the Operator at [email protected] or at its office. A notice is received on the Business Day after it is sent.

21. General

21.1Force majeure. The Operator is not liable for failure or delay caused by events beyond its reasonable control, including failure of power, networks or hosting, government action, civil unrest, epidemic or natural disaster.

21.2Assignment. A Member may not assign its rights under these Terms. The Operator may transfer the Platform and these Terms to another company in its group or to a successor operator on notice to Members.

21.3Severability and waiver. If any provision is held invalid, the rest continues in force. A failure or delay in enforcing a right is not a waiver of it.

21.4Language. These Terms are published in English and Kiswahili. If the two versions differ, the English version prevails.

21.5Zanzibar and other countries. The Platform serves Mainland Tanzania first. Listings in Zanzibar are accepted only once the Operator holds the licences that Zanzibar law requires, and other countries follow later. Where a Transaction is governed by the law of Zanzibar or another country, the Members shall take advice in that jurisdiction.

21.6Changes. The Operator may update these Terms by publishing a new version with its date. A change applies from its publication to new use of the Platform and does not change a signed NDNCA or PSFA.

22. Governing law and disputes

22.1Governing law. These Terms are governed by the laws of the United Republic of Tanzania.

22.2Negotiation and mediation. A dispute between a Member and the Operator under or in connection with these Terms shall first be notified in writing and referred to senior representatives of each party, who shall meet, in person or by video, and negotiate in good faith for fourteen days from the notice. If it is not settled, either party may refer it to mediation by a single mediator accredited under the Reconciliation, Negotiation, Mediation and Arbitration (Practitioners Accreditation) Regulations, 2021, for a further thirty days, the mediator's fees shared equally. Neither step is a condition of seeking the interim relief in clause 22.4.

22.3Arbitration. A dispute not settled within the periods in clause 22.2 shall be referred to and finally resolved by arbitration under the Arbitration Act, Cap. 15, and the Arbitration (Rules of Procedure) Regulations, 2021, by a sole arbitrator who is accredited under the Practitioners Accreditation Regulations, 2021. The parties shall agree the arbitrator within fourteen days after either party requests arbitration in writing; failing agreement, the arbitrator shall be appointed by the Tanzania Arbitration Centre established under section 77 of the Act on the application of either party, and if the Centre has not made the appointment within twenty-eight days of the application, by the High Court of Tanzania under section 20 of the Act. The seat of arbitration is Dar es Salaam, the language is English, and the award is final and binding and may be enforced in any court of competent jurisdiction.

22.4Interim relief and small claims. Either party may apply to the High Court of Tanzania for urgent interim or injunctive relief, including to protect confidential information or to restrain circumvention under an NDNCA, without first following clauses 22.2 and 22.3. A claim whose value does not exceed the cap in clause 18.4 may, at the claimant's option, be brought in the courts of Tanzania instead of arbitration.

22.5Disputes between Members. Disputes between Members about a Transaction are governed by their own agreement, and the Operator recommends that every Transaction agreement contain an arbitration clause seated in Tanzania. The Operator is not a party to them, but shall provide its records of the Introduction and deal room steps where a court, arbitrator or the law requires.

23. Contact

23.1The Operator. Zatra Consultants Limited, First Floor, Mwenge Tower, Sinza A, Sam Nujoma Road, Dar es Salaam. WhatsApp +255 747 912 965. Office +255 788 466 212. Email [email protected]. Monday to Friday, 8:30 to 17:30.