Terms of Service

01Agreement & Parties

These Terms of Service ("Terms") constitute a legally binding agreement between Metriq Tanzania Limited ("Metriq", "we", "us", "our"), a company registered under the laws of the United Republic of Tanzania, and the safari tour operator or organisation ("Operator", "you") registering for or using the UtaliiOS platform.

By clicking "I agree," completing registration, or otherwise accessing UtaliiOS, you confirm that you are authorised to bind your organisation to these Terms and that you have read and understood them in their entirety.

If you do not agree to these Terms, you must not access or use the platform.

02Service Description

UtaliiOS (accessible at utalii.tours) is a cloud-based Software-as-a-Service (SaaS) platform designed for safari tour operators. The platform provides tools for:

• Managing bookings, guests, and travel packages
• Generating and sharing guest itineraries
• Guest portal access for safari travellers
• Bank wire transfer management: displaying operator bank details to guests, receiving guest transfer notifications, and tracking payment confirmation
• Guest Portal: a secure, token-authenticated personal page for each safari traveller to view their booking, itinerary, payment records, and submit wire transfer notifications
• Team management, role-based permissions, and staff coordination
• Calendar management and operational scheduling
• Analytics and reporting

UtaliiOS is a software platform. Metriq Tanzania Limited does not provide travel services, act as a tour operator, hold travel licences, process card payments, or act as a financial intermediary. All travel services are provided by the Operator directly to their clients.

03Eligibility & Registration

• You must be a legally registered business or sole trader operating in the travel and tourism sector, or a party with a legitimate business interest in using the platform
• You must be at least 18 years of age and legally authorised to enter contracts on behalf of your organisation
• Each organisation registers as a separate "Tenant" on the platform with a fully isolated data environment
• You are responsible for maintaining the accuracy of your account information and for all activity conducted under your account
• You must notify us immediately at info@utalii.tours if you become aware of any unauthorised access to your account
• You may not create multiple accounts for the same organisation without our prior written consent

04Subscription & Fees

Access to UtaliiOS is provided on a subscription basis. The following terms apply:

• Subscription fees, billing cycle (monthly or annual), and payment method are agreed with each Operator during the onboarding process and set out in an order form or written agreement
• Fees are due in advance of each billing period. Failure to pay may result in suspension of access
• Metriq reserves the right to adjust subscription pricing with a minimum of 30 days' written notice by email to the account holder. Continued use of the platform after that date constitutes acceptance of the revised pricing
• All fees are exclusive of any applicable taxes (including VAT, sales tax, or withholding tax) unless otherwise stated. You are responsible for any taxes applicable in your jurisdiction
• Metriq does not provide refunds for partial subscription periods unless required by applicable law or otherwise agreed in writing

05Payments & Bank Wire Transfers

UtaliiOS facilitates guest payment collection exclusively through direct bank wire transfer. The platform does not integrate with, require, or facilitate any card payment processor. Metriq Tanzania Limited is not a payment processor, financial institution, or licensed money transmitter.

5.1 How the Payment Workflow Operates

• Operators store their bank account details (bank name, account holder, IBAN/account number, SWIFT/BIC) in the platform; these are displayed to guests inside the secure, authenticated guest portal
• Guests transfer funds directly from their own bank to the Operator's bank account — Metriq is not a party to and has no access to this transaction
• Guests may submit a transfer notification through the guest portal (sender name, transfer date, and optional reference) to alert the Operator that payment has been sent
• Operators review transfer notifications and confirm receipt, which updates the payment record in the platform
• All payment records (amounts, dates, currency, status) are maintained by the platform as an audit trail for the Operator's internal use

5.2 Operator Responsibilities

• The Operator is solely responsible for verifying that wire transfers have been received in their bank account before confirming receipt in the platform
• The Operator is solely responsible for communicating accurate payment amounts, bank details, deadlines, and refund policies to guests
• Any discrepancy between a guest's transfer notification and the Operator's bank records is a matter between the Operator and their guest; Metriq is not responsible for verifying or reconciling wire transfers

5.3 Metriq's Role & Limitations

• Metriq does not receive, hold, pool, intermediate, or have access to any guest funds at any time
• Metriq does not verify, guarantee, or take responsibility for the successful completion of any bank wire transfer
• Metriq is not liable for any payment disputes, delayed transfers, incorrect amounts, or banking errors between guests and Operators

06Operator Obligations

As an Operator, you agree to:

• Use UtaliiOS only for lawful business purposes and in compliance with all applicable laws in your jurisdiction
• Maintain accurate and up-to-date account information at all times
• Ensure that your staff members use the platform in accordance with these Terms and your own internal policies
• Obtain all necessary permissions and consents from your guests before entering their personal data into the platform
• Comply with applicable data protection laws (including the Tanzania PDPA 2022, EU GDPR, and UK GDPR as applicable) in your collection and use of guest data
• Promptly report any security incidents or suspected data breaches to info@utalii.tours
• Not share your login credentials with persons outside your organisation

07Acceptable Use

You agree not to:

• Use the platform for any illegal, fraudulent, or deceptive purpose
• Attempt to access, copy, or interfere with another Operator's data or the platform's underlying infrastructure
• Introduce viruses, malware, scripts, or any malicious code into the platform
• Conduct penetration testing, automated scraping, or vulnerability scanning of the platform without our prior written consent
• Reverse-engineer, decompile, or attempt to derive the source code of UtaliiOS
• Misrepresent your identity or organisation when using the platform
• Use the platform to store, transmit, or process data in a manner that violates applicable privacy, data protection, or consumer protection laws
• Resell, sublicence, or otherwise provide access to the platform to third parties without our written consent
• Use the platform to send unsolicited commercial communications (spam)
• Take any action that unreasonably burdens or disrupts the platform infrastructure or that of other users

Metriq reserves the right to suspend or terminate access immediately for any material breach of this section, without liability to the Operator.

08Data Ownership & Privacy

You retain full ownership of all data you enter into UtaliiOS, including booking records, guest information, itineraries, and financial records. By using the platform, you grant Metriq Tanzania Limited a limited, non-exclusive licence to store, process, and display your data solely for the purpose of operating and delivering the UtaliiOS platform to you.

Metriq does not use your operational data or your guests' data for its own commercial purposes, advertising, or profiling. Aggregated and fully anonymised statistical data may be used to improve platform performance.

Personal data is processed in accordance with our Privacy Policy, which forms part of these Terms. You are responsible for ensuring that your own collection and use of guest personal data complies with all applicable laws, including the Tanzania Personal Data Protection Act 2022, EU GDPR, and UK GDPR as applicable to your operations.

Upon request, Metriq will provide you with an export of your data in a machine-readable format (CSV or JSON) within 14 business days.

09Data Processing Agreement

Where Metriq processes personal data on your behalf as a Data Processor (for example, guest data entered into the platform by your team), the following terms apply in addition to our Privacy Policy and constitute a Data Processing Agreement (DPA) between the parties:

• Instructions: Metriq processes guest personal data only on documented instructions from the Operator (i.e. the Operator's use of the platform features)
• Sub-processors: Metriq may engage sub-processors (hosting provider, email delivery) subject to equivalent data protection obligations. A current list is available on request
• Security: Metriq implements appropriate technical and organisational security measures as described in our Privacy Policy (Section 12)
• Breach notification: In the event of a confirmed personal data breach affecting your data, Metriq will notify you without undue delay and no later than 72 hours after becoming aware
• Deletion: Upon termination of the service, Metriq will delete or return all personal data within 90 days, subject to legal retention obligations
• Audit rights: You have the right to request reasonable evidence of Metriq's compliance with this DPA

This DPA satisfies the requirements of GDPR Article 28 and the Tanzania PDPA 2022 for agreements between data controllers and processors. If you require a separately executed DPA document, please contact info@utalii.tours.

10Intellectual Property

UtaliiOS, its underlying code, user interface design, documentation, trademarks, and all platform content are the intellectual property of Metriq Tanzania Limited, protected under Tanzanian and international intellectual property laws.

These Terms do not transfer any intellectual property rights to you. You are granted a non-exclusive, non-transferable, revocable licence to use the platform solely for your internal business operations during the subscription term.

You may not copy, reproduce, adapt, modify, translate, create derivative works from, or distribute any part of the platform or its content without our prior written consent.

Any feedback, suggestions, or ideas you provide about the platform may be used by Metriq without restriction or compensation.

11Confidentiality

Each party may have access to the other's confidential information in connection with these Terms. Each party agrees to:

• Keep confidential information strictly confidential and not disclose it to third parties without prior written consent
• Use confidential information only for the purpose of performing obligations under these Terms
• Apply at least the same standard of care to protect the other party's confidential information as it applies to its own confidential information (and no less than reasonable care)

This obligation does not apply to information that is publicly known, independently developed, or required to be disclosed by law or court order.

12Platform Availability & Support

Metriq aims to keep UtaliiOS available at all times and invests in reliable infrastructure. However:

• We do not guarantee 100% uptime or uninterrupted access to the platform
• Planned maintenance will be communicated at least 24 hours in advance where practicable, via email or platform notification
• Emergency maintenance or outages caused by third-party infrastructure or events outside our reasonable control will be communicated as promptly as possible
• We provide technical support by email at info@utalii.tours. We aim to respond to support requests within one business day

Specific service level commitments, where agreed, are set out in the Operator's order form or written service agreement.

13Limitation of Liability

To the maximum extent permitted by applicable law:

• Metriq Tanzania Limited shall not be liable for any indirect, incidental, consequential, or punitive damages, including loss of revenue, lost bookings, loss of goodwill, or data loss, arising from your use of or inability to use UtaliiOS
• Metriq shall not be liable for any failed, delayed, incorrect, or disputed bank wire transfers between guests and Operators
• Metriq shall not be liable for any actions or omissions of your guests or third parties
• Metriq shall not be liable for any breach of these Terms arising from events outside its reasonable control, including force majeure events (natural disasters, government actions, internet infrastructure failures, pandemics)

In all cases, Metriq's total aggregate liability to you shall not exceed the total subscription fees paid by you in the three calendar months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited by applicable law.

14Indemnification

You agree to indemnify, defend, and hold harmless Metriq Tanzania Limited and its officers, employees, agents, and successors from and against any claims, losses, damages, liabilities, costs, or expenses (including reasonable legal fees) arising from:

• Your breach of these Terms
• Your violation of any applicable law or regulation in connection with your use of UtaliiOS
• Any claim by a third party (including your guests) arising from your travel services, pricing, or communications
• Your improper collection or use of personal data in violation of applicable data protection laws

15Termination

15.1 By Either Party

Either party may terminate this agreement by providing 30 days' written notice to the other party. Termination by notice does not entitle the Operator to a refund of any prepaid subscription fees.

15.2 Termination for Cause

Metriq may suspend or terminate your access immediately and without notice if:

• You materially breach these Terms and fail to remedy the breach within 7 days of written notice
• You engage in conduct that, in Metriq's reasonable opinion, poses a risk to the platform, other users, or third parties
• You become insolvent, enter administration, or are subject to bankruptcy proceedings
• You fail to pay subscription fees when due and do not remedy this within 14 days of notice

15.3 Effect of Termination

• All access rights granted to you cease immediately upon termination
• You may request an export of your data within 30 days of termination. After that period, Metriq may delete your data in accordance with the retention schedule in our Privacy Policy
• Sections of these Terms that by their nature should survive termination (including liability, intellectual property, and governing law) shall continue in force

16Compliance with Laws

Both parties agree to comply with all applicable laws and regulations in connection with their activities under these Terms, including but not limited to:

Data Protection & Privacy

• Tanzania: Personal Data Protection Act 2022 (PDPA) and the Electronic and Postal Communications Act (EPOCA)
• European Union: General Data Protection Regulation (EU) 2016/679 (GDPR), where applicable to the processing of EU/EEA residents' personal data
• United Kingdom: UK GDPR and Data Protection Act 2018; UK Privacy and Electronic Communications Regulations (PECR)
• United States: California Consumer Privacy Act / CPRA (CCPA) where applicable to Californian residents; FTC Act Section 5 (unfair or deceptive practices); other applicable US state privacy laws as they come into force
• Canada: Personal Information Protection and Electronic Documents Act (PIPEDA) and provincial equivalents, including Quebec Law 25
• Australia: Privacy Act 1988 and Australian Privacy Principles (APPs), where applicable
• Kenya: Data Protection Act 2019, relevant to operators and guests based in Kenya
• South Africa: Protection of Personal Information Act 2013 (POPIA), where applicable
• Brazil: Lei Geral de Proteção de Dados (LGPD, Law 13.709/2018), where applicable
• India: Digital Personal Data Protection Act 2023 (DPDPA), where applicable
• UAE: Federal Decree-Law No. 45 of 2021 on Personal Data Protection, where applicable

General & Commercial

• Tanzania (general): Companies Act, Income Tax Act, and all sector-specific tourism regulations applicable to Operators
• Anti-money laundering (AML): The Financial Intelligence Unit Act (Tanzania) and applicable international AML conventions and standards to the extent relevant to your activities
• Guest portal communications: Operators are responsible for ensuring that their guests are informed that their personal data will be stored in the UtaliiOS platform, particularly where guests independently access the guest portal, in compliance with all notification obligations under applicable law

Where more than one legal framework applies to a given processing activity, Metriq will apply the standard that affords the greater protection to data subjects. Operators are solely responsible for ensuring their own use of the platform complies with the laws of their jurisdiction.

17Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the United Republic of Tanzania, without regard to its conflict-of-laws provisions.

Any dispute arising from or in connection with these Terms shall be resolved as follows:

1. Good-faith negotiation: The parties will attempt to resolve disputes through good-faith discussions for at least 30 days from written notice of the dispute
2. Mediation: If negotiation fails, the parties may agree to submit the dispute to a mutually agreed mediator in Dar es Salaam or Arusha, Tanzania
3. Litigation: If mediation is not agreed or does not resolve the dispute, either party may bring proceedings in the competent courts of Tanzania

Nothing in this clause prevents either party from seeking urgent injunctive relief from a competent court where necessary to prevent irreparable harm.

For Operators located within the European Union, nothing in these Terms affects your rights as a consumer or business under mandatory EU law, including GDPR rights which are governed by your applicable national supervisory authority.

18Changes to Terms & Contact

18.1 Changes

Metriq may update these Terms from time to time to reflect changes in the platform, legal requirements, or business operations. We will notify active Operators by email at least 14 days before material changes take effect. Continued use of the platform after the effective date of updated Terms constitutes acceptance. The current version of these Terms is always available at utalii.tours/legal/terms.

18.2 Entire Agreement

These Terms, together with our Privacy Policy and any separately executed order form or service agreement, constitute the entire agreement between the parties with respect to UtaliiOS and supersede all prior discussions, agreements, or understandings.

18.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, severed. The remaining provisions shall continue in full force and effect.

18.4 Contact

Organisation	Metriq Tanzania Limited
Email	info@utalii.tours
Platform	utalii.tours
Contact form	utalii.tours/contact