Afrimintel — Terms of Service

DRAFT FOR COUNSEL REVIEW. NOT YET LIVE. NOT LEGAL ADVICE.

This draft is structured as B2B SaaS terms calibrated to Afrimintel's actual product (intelligence platform), pricing structure (Free / Pro / Institutional / Project), and Mauritius operating jurisdiction. It is a starting point for your counsel — it is not a substitute for legal review.

Action required from Nikesh before this can go live:

1. Counsel review (Mauritius lead, with awareness of EU/UK/US user jurisdictions)

2. Confirm legal entity name and registration details

3. Confirm Stripe terms align with the payment clauses (or substitute the actual processor used)

4. Confirm the Methodology Disclaimer and Independence Policy references match the published versions

5. Decide on dispute resolution forum and governing law (default in this draft: Mauritius courts; counsel may suggest arbitration for Institutional contracts)

Terms of Service

Effective date: [DATE]

Last updated: [DATE]

Version: 1.0

By accessing or using afrimintel.com or subscribing to any Afrimintel tier, you agree to these Terms of Service (the "Terms"). If you do not agree, do not use the platform.

1. Definitions

• "Afrimintel", "we", "us" — [ENTITY], a company registered in Mauritius (registration number: [REG]), operator of afrimintel.com and the Afrimintel Africa Mineral Intelligence platform.
• "Platform" — afrimintel.com and all associated software, datasets, AI tools, PDFs, and intelligence outputs provided under any Afrimintel subscription tier.
• "You", "Subscriber" — the natural person or legal entity using the Platform.
• "Free Tier" — the no-cost researcher tier, available with email registration.
• "Pro Tier" — the $149 USD per month single-seat tier (or $1,490 USD per year if billed annually).
• "Team Tier" — the $549 USD per month five-seat tier (available on request, not publicly listed).
• "Institutional Tier" — multi-seat enterprise tier from $2,950 USD per month, sold under negotiated terms.
• "Project Engagement" — bespoke advisory work delivered as a one-off project under a separate Statement of Work (SoW), priced from $5,000 USD.
• "Intelligence Output" — any analysis, score, dossier, AI deep-dive response, transaction comparable, methodology document, or other content produced by Afrimintel and made available to you via the Platform.

2. Eligibility and account registration

2.1 Professional users only

The Platform is intended for professional B2B use only. By registering, you confirm that you are:

• At least 18 years old
• Acting in a professional capacity (employee, consultant, executive, researcher, ministry official, investor, or equivalent), or as an academic / student in a research context
• Not located in a jurisdiction subject to comprehensive sanctions that would prohibit the provision of services to you (the United Nations Security Council list and applicable national sanctions lists apply)

2.2 Account information

You agree to provide accurate registration information and to keep it current. You are responsible for maintaining the confidentiality of your login credentials. You are responsible for all activity under your account, except where you have promptly reported a credential compromise to nikesh@afrimintel.com.

2.3 One account per individual

Each Free or Pro account is for a single named individual. Sharing a Free or Pro login is a breach of these Terms. Team and Institutional tiers permit multiple named seats up to the seat count specified in your subscription.

3. Subscription tiers, pricing, and billing

3.1 Tiers and pricing

Pricing is published at afrimintel.com/pricing and is denominated in US Dollars (USD). Current tier prices (subject to change with 30 days notice for renewals):

3.2 Payment

• Free tier: no payment required.
• Pro and Team tiers: payment by credit or debit card via our payment processor (Stripe). Payment is taken in advance for the billing period. Auto-renewal is enabled by default and may be cancelled in your account settings.
• Institutional tier: invoiced per the agreed contract. Standard terms NET-30 from invoice date. Late payment may attract interest at the rate permitted by Mauritius law (currently the Bank of Mauritius repo rate plus 4 percentage points, as of [DATE]).
• Project Engagements: per Statement of Work, typically 50% on commencement and 50% on delivery, unless otherwise agreed.

3.3 VAT and taxes

Afrimintel is registered for VAT in Mauritius. Prices displayed on afrimintel.com are exclusive of VAT. VAT will be added at the applicable rate based on your billing jurisdiction. For Institutional clients in jurisdictions where reverse-charge VAT applies, invoices will be issued without VAT, and you are responsible for self-accounting under the reverse-charge mechanism.

You are responsible for any withholding tax applicable in your jurisdiction and for providing tax exemption certificates where applicable.

3.4 Free trials

Pro tier subscriptions include a 14-day free trial. You will not be charged during the trial period. To avoid being charged at the end of the trial, you must cancel within 14 days of trial start. One free trial per individual.

3.5 Refunds

• Pro and Team tier monthly subscriptions: no refunds for partial months. Cancellation takes effect at the end of the current billing period.
• Pro and Team tier annual subscriptions: no refunds, except where required by mandatory consumer protection law.
• Institutional contracts: refunds and mid-term variation are negotiated case by case, per the executed contract.
• Project Engagements: refund terms per Statement of Work.

4. What we provide and what we do NOT provide

4.1 What we provide

Afrimintel provides intelligence outputs about African mineral provinces, deposits, transactions, country risk, and related subjects. Specifically:

• Province scores and dossiers for 13 African geological provinces
• Deposit dossiers with primary-source citation for [N] intelligence-grade records, plus spatial-reference entries for map context
• A NI 43-101 / JORC / S-K 1300 knowledge base of African technical reports
• Comparable transaction data
• Country risk composites combining Fraser IAI, TI CPI, NRGI Resource Governance Index, and EITI compliance status
• AI deep-dive analytical responses
• DCF / NPV modelling tools
• Critical and battery minerals sub-vertical with IEA STEPS / APS / NZE scenario context
• Audit Log entries documenting changes, corrections, and methodology updates
• Daily Brief and watchlist features
• Methodology PDF, Category Definition Paper, Independence Policy, and other reference documents

4.2 What we do NOT provide — INTELLIGENCE OUTPUTS ARE NOT INVESTMENT ADVICE

Critical clause. Read carefully.

Afrimintel provides intelligence and analysis. Afrimintel does NOT provide:

• Investment advice
• Financial advice
• Legal advice
• Tax advice
• Recommendations to buy, sell, or hold any specific security, commodity, or asset
• Recommendations to enter into, exit from, or modify any specific transaction
• Recommendations to adopt or refrain from any specific government policy or regulatory action
• Recommendations to operate, develop, or close any specific mining or exploration project
• Verification or warranty of the operating status, financial condition, or regulatory compliance of any company referenced on the Platform

You are responsible for your own decisions. If you intend to act on any Intelligence Output, you should consult appropriately qualified professionals (geologists, mining engineers, financial advisors, legal counsel, tax advisors) and conduct your own independent verification. Afrimintel's intelligence outputs may inform your decision; they may not replace professional advice or independent technical and legal verification.

4.3 Methodology disclosure and confidence labels

Afrimintel publishes its scoring methodology at afrimintel.com/afrimintel_methodology.pdf. Every data point on the Platform is tagged with one of four confidence labels: VERIFIED, INFERRED, ESTIMATED, or UNKNOWN. You should consider these labels when relying on any Intelligence Output. Do not cite [INFERRED], [ESTIMATED], or [UNKNOWN] data in professional documents without disclosing the confidence label.

4.4 Beta status

Afrimintel is in paid beta as of April 2026. Coverage is intentionally tiered — see the published Methodology PDF and Category Paper for current scope. The Platform is functional and commercially priced, but coverage will continue to expand on a documented quarterly cycle. Beta status does not affect your contractual rights as a paying Subscriber.

5. Independence Policy

Afrimintel operates under a permanent Independence Policy. Province scores, deposit dossiers, AI analysis outputs, and Field Correction reviews are produced without commercial consideration from operators, governments, equipment vendors, or any organisation whose data appears on the platform. Marketplace listings are not paid placements. Subscription tier does not influence editorial output.

The full Independence Policy is published at afrimintel.com/independence-policy. The Independence Policy is binding on Afrimintel and is incorporated into these Terms by reference.

6. Acceptable use

You may NOT:

• Use the Platform to scrape, harvest, or systematically download intelligence outputs for republication, redistribution, training of AI models, or commercial resale, except as expressly permitted by your subscription tier (e.g. CSV export and PDF dossier features in Pro tier and above)
• Reverse engineer, decompile, or attempt to extract source code or proprietary methodology beyond what is published
• Share login credentials beyond the seat count permitted by your tier
• Use the Platform to facilitate any activity that would violate applicable sanctions, anti-bribery, or anti-money-laundering law
• Use the Platform to misrepresent yourself or another person, including impersonation, false attribution, or unauthorised representation of an organisation
• Use AI deep-dive queries to generate content for harassment, defamation, or unlawful purposes
• Knowingly submit false information through the Field Corrections programme
• Attempt to gain unauthorised access to other Subscriber accounts or to Afrimintel's systems
• Republish substantial portions of any Methodology PDF, Category Paper, Acquirer Brief, API Reference, Competitor Gap, Independence Policy, or Audit Log entry without prior written consent

You MAY:

• Use the Platform's intelligence outputs to inform your professional analysis, decision-making, and internal documents
• Cite Afrimintel intelligence outputs in client-facing reports, investor materials, ministry briefings, and academic work, with appropriate attribution (form: "Source: Afrimintel Africa Mineral Intelligence, [date]") and with disclosure of the relevant confidence label
• Export and share derivative analysis based on Afrimintel data, provided the underlying data is not being republished verbatim and proper attribution is given
• Submit Field Corrections through the published Field Corrections programme

7. Intellectual property

7.1 Our IP

Afrimintel and its licensors own all intellectual property in the Platform, including:

• The Afrimintel Score methodology and formulas
• All scoring outputs, dossiers, and synthesised analytical content
• All software, code, and platform infrastructure
• All branding, trademarks, and visual identity
• The Methodology PDF, Category Definition Paper, Acquirer Brief, API Reference, Competitor Gap, and Independence Policy

You receive a limited, non-exclusive, non-transferable licence to use the Platform and its outputs for the purposes set out in Section 6 above, for the duration of your subscription, subject to these Terms.

7.2 Source data

Afrimintel synthesises publicly-available source data including NI 43-101 and JORC technical reports, USGS and BGS publications, Fraser Institute survey data, EITI compliance records, and other primary sources. Source data remains the property of its original publishers. Afrimintel's intellectual property subsists in the synthesis, scoring, and analytical layer applied to source data.

7.3 Your data

You retain ownership of any data you submit to the Platform (Field Corrections, Deal Tracker entries, watchlists, saved queries, account profile data). By submitting Field Corrections, you grant Afrimintel a perpetual, irrevocable, royalty-free licence to incorporate your correction into the Platform, with named attribution per the Field Corrections programme. You warrant that you have the right to submit any data you submit and that submission does not breach any confidentiality obligation you owe to a third party.

8. Confidentiality and data

Watchlist entries, Deal Tracker entries, saved queries, and AI deep-dive query history are confidential to your account. Afrimintel will not share these with any third party, other Subscriber, mining operator, government, or DFI, except as required by valid legal process and as set out in the Privacy Policy.

For Institutional subscribers handling confidential commercial data via the Platform: Afrimintel can execute a separate Mutual NDA on request prior to onboarding. Default handling for all data submitted by Subscribers follows the Privacy Policy.

9. Liability and indemnity

9.1 No warranty on intelligence outputs

To the maximum extent permitted by law, the Platform and all Intelligence Outputs are provided "as-is" and "as-available" without warranty of any kind, express or implied, including any warranty of accuracy, completeness, fitness for a particular purpose, merchantability, or non-infringement. Without limiting the generality of the foregoing:

• Afrimintel does not warrant that any Intelligence Output is current, complete, or free from error
• Afrimintel does not warrant that the Platform will be uninterrupted or error-free
• Afrimintel does not warrant the accuracy of source data published by third parties (Fraser Institute, USGS, BGS, NI 43-101 filings, JORC reports, EITI records, etc.) which Afrimintel has synthesised
• Afrimintel does not warrant the accuracy of AI deep-dive responses, which are generated by third-party AI systems and which may contain errors

You are responsible for verifying any Intelligence Output before relying on it for material commercial, legal, or financial decisions.

9.2 Limitation of liability

To the maximum extent permitted by law, Afrimintel's aggregate liability to you under these Terms in any 12-month period shall not exceed the greater of:

• The fees you have paid to Afrimintel in the 12 months preceding the event giving rise to the claim, or
• USD 1,000

Afrimintel shall not be liable for any indirect, special, consequential, exemplary, punitive, or incidental damages, including but not limited to loss of profit, loss of opportunity, loss of business, loss of reputation, or loss of data, even if Afrimintel has been advised of the possibility of such damages.

This Section 9.2 does not apply to: (a) liability for death or personal injury caused by Afrimintel's negligence; (b) liability for fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited under applicable law.

9.3 Indemnity

You agree to indemnify, defend, and hold harmless Afrimintel and its officers, employees, contractors, and agents from any claim, loss, liability, or expense (including reasonable legal fees) arising from:

• Your breach of these Terms
• Your misuse of the Platform
• Your unauthorised distribution or republication of Intelligence Outputs
• Any decision you make in reliance on an Intelligence Output where you have not undertaken independent verification consistent with Section 4.2

10. Term and termination

10.1 Term

These Terms apply from the date you first access the Platform or create an account, and continue until terminated.

10.2 Cancellation by you

• Free tier: cancel by deleting your account in account settings.
• Pro and Team tier: cancel in account settings; cancellation takes effect at the end of the current billing period. No refund for the partial month.
• Institutional tier: cancellation per the executed contract. Mid-term cancellation typically not permitted; renewal may be declined with 60 days' notice before the renewal date.
• Project Engagements: cancellation per Statement of Work.

10.3 Termination by Afrimintel

Afrimintel may suspend or terminate your account with notice for:

• Material breach of these Terms (including breach of Section 6 Acceptable Use)
• Non-payment of fees within 30 days of due date
• Sanctions or legal compliance reasons

Afrimintel may suspend or terminate your account without notice in cases of fraud, abuse, attempt to compromise platform security, or breach of confidentiality obligations.

10.4 Effect of termination

On termination:

• Your access to the Platform ends immediately
• Pro / Team / Institutional fees already paid are non-refundable except as set out above
• You must cease using and destroy any cached copies of Intelligence Outputs that exceed Section 6's permitted use
• Provisions that by their nature should survive termination (Sections 4.2, 4.3, 7, 8, 9, 11, 12) survive

11. Changes to these Terms

We may update these Terms from time to time. Material changes will be:

• Notified to all paid Subscribers by email at least 30 days before they take effect
• Posted on this page with an updated "Last updated" date
• Logged in the platform Audit Log

For Free tier users, changes take effect on the date posted; continued use indicates acceptance.

For paid Subscribers, if a material change is unacceptable to you, you may terminate your subscription before the change takes effect and receive a pro-rata refund for any remaining prepaid period.

12. Governing law and dispute resolution

These Terms are governed by the laws of Mauritius, without regard to conflict-of-law principles.

For disputes:

• Free, Pro, Team Subscribers: disputes shall be resolved by the courts of Mauritius, which shall have exclusive jurisdiction.
• Institutional Subscribers and Project Engagement clients: disputes shall be resolved through good-faith negotiation, failing which through mediation, failing which through arbitration under the rules of the [International Chamber of Commerce / London Court of International Arbitration / Mauritius International Arbitration Centre — counsel to recommend], seated in [Port Louis / London / Singapore — counsel to recommend], in the English language.

Nothing in this section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

13. General

13.1 Entire agreement

These Terms (together with the Privacy Policy, Independence Policy, Methodology PDF where it relates to scoring methodology, and any executed Institutional contract or Statement of Work) constitute the entire agreement between you and Afrimintel regarding the Platform.

13.2 Severability

If any provision of these Terms is held unenforceable, the remaining provisions remain in full effect.

13.3 No waiver

A failure by Afrimintel to enforce any provision is not a waiver of the right to enforce it later.

13.4 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets, on notice to you.

13.5 Force majeure

Neither party is liable for failure to perform due to events beyond reasonable control, including natural disaster, war, terrorism, pandemic, internet or hosting infrastructure outage, or government action.

13.6 Notices

Notices to Afrimintel: nikesh@afrimintel.com.

Notices to you: the email address registered to your account.

14. Contact

Afrimintel — Africa Mineral Intelligence

[ENTITY], Mauritius

Editorial responsibility: Nikesh Patel, Honorary Consul of Rwanda in Mauritius

nikesh@afrimintel.com

Notes for counsel and Nikesh — not part of the public Terms

These notes appear in the draft for working purposes only. They will not appear in the published version.

What needs counsel calibration

• Liability cap (Section 9.2): the USD 1,000 floor and 12-month-fees ceiling is template-standard for B2B SaaS at this scale. For Institutional contracts at $35K+/year, you may want to negotiate higher caps with specific clients, captured in the executed Institutional contract rather than these Terms. Counsel to advise.
• Limitation of liability — special category exceptions (Section 9.2): Mauritius law and EU consumer law may impose mandatory exclusions Counsel to confirm.
• Indemnity scope (Section 9.3): mutual indemnity (where Afrimintel also indemnifies you for IP infringement claims about the Platform itself) is standard at the Institutional level. Add to Institutional contract template.
• Arbitration vs court (Section 12): default is Mauritius courts for B2C-like tiers (Free/Pro/Team) and arbitration for B2B (Institutional/Project). Counsel to recommend specific seat and rules — common choices are MIAC (Port Louis), LCIA (London), ICC (Paris). Mauritius MIAC is natural given operating jurisdiction.
• Anti-bribery and sanctions clauses (Section 6 Acceptable Use): given DFI client base and African operating context, counsel may want a more detailed anti-bribery clause aligned with UK Bribery Act / FCPA / OECD Anti-Bribery Convention standards.
• Export control: the Platform may technically be subject to export control if any AI deep-dive functionality uses US-origin AI services. Counsel to confirm whether ITAR / EAR / UK export control applies.
• VAT clauses (Section 3.3): the reverse-charge mechanism description is template; counsel to confirm Mauritius VAT Act compliance.

What needs Nikesh's confirmation

• Legal entity name and registration (Section 1)
• Confirmation of Stripe as payment processor (Section 3.2)
• Whether 14-day free trial actually wires through Stripe at Day 30 (Section 3.4)
• Whether Mutual NDA template exists for Institutional onboarding (Section 8) — if not, draft separately
• Whether partnerships@afrimintel.com mailbox exists
• Whether the Independence Policy is published as a standalone page (it currently lives inside platform.html per the rebrand audit; needs extraction to /independence-policy for the reference in Section 5 to work)
• Field Corrections programme: confirmed as currently published with named attribution; the Section 7.3 licence grant aligns with that

Companion documents

This Terms of Service assumes:

1. Privacy Policy — drafted alongside this
2. Independence Policy — already exists; needs extraction to standalone URL
3. Mutual NDA template — for Institutional onboarding
4. Master Services Agreement (MSA) template — for Institutional clients who require a full contract beyond these Terms
5. Statement of Work (SoW) template — for Project Engagements

Tier-specific overlay terms

For Institutional contracts at $35K+/year, you'll typically execute a separate signed MSA on top of these Terms. The MSA can override specific clauses (liability cap, dispute resolution, payment terms, SLA). These Terms continue to apply to anything the MSA doesn't address. Counsel can help build an MSA template once these Terms are finalised.