The following General Terms and Conditions for Services establishes the contractual framework governing the relationship between miamia.co.tz (“Service Provider”) and its clients (“Customers”). This comprehensive document has been developed to ensure clarity in service delivery, protect the interests of all parties, and maintain the highest standards of professional conduct in our business operations. These terms and conditions are effective as of the date specified below the title, and shall apply to all service engagements unless explicitly modified through written agreement between the parties.
Definitions and Interpretation
The terms used throughout this document carry specific meanings that provide the foundation for interpreting the rights and obligations of both parties. “Agreement” refers to the entire contract between the Service Provider and the Customer, including these General Terms and Conditions, any Order Forms, and any other written documents incorporated by reference. “Services” encompasses all offerings, deliverables, and additional services as specified in the Order Form provided to the Customer, including but not limited to business registration, tax registration, licensing, and consultancy services. The term “Customer” refers to the individual or organization that engages the Service Provider to deliver specified services. “Charges” include all fees payable for the provision of services, including but not limited to service fees, processing fees, and any other charges detailed in the applicable charges provided by the Service Provider.
For purposes of clarity, “Confidential Information” means all non-public information exchanged between the parties, whether in written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The “Activation Date” refers to the date on which the Customer successfully subscribes to the Services provided by the Service Provider. These definitions shall be applied consistently throughout the Agreement and any uncertainty regarding interpretation shall be resolved in accordance with the common understanding of the terms in the Tanzanian business context.
Application and Acceptance
These terms and conditions shall apply to the Customer immediately upon subscription to the Services and shall continue throughout the term of the license granted to the company and any renewal thereof, unless terminated according to the provisions contained herein. The Service Provider reserves the right to require the Customer to complete an application form and submit supporting documents prior to activation of services. By engaging the Service Provider or using any of the Services, the Customer acknowledges having read, understood, and agreed to be bound by these terms and conditions in their entirety.
Scope of Services
The Service Provider shall, during the Term, provide the Services to the Customer on and subject to the terms of this Agreement. All Services will be performed with reasonable skill, care, and diligence in accordance with industry standards and will comply in all material respects with any agreed specifications set out in the Order Form. The Customer engages the Service Provider and the Service Provider agrees to provide business registration and management services as described in the relevant Order Form or service description document provided to the Customer prior to engagement.
Services Offered
The Service Provider offers a comprehensive range of business registration and management services designed to support individuals and organizations in establishing, managing, and expanding their businesses in Tanzania. These services include, but are not limited to:
BRELA Company Registration, which involves document preparation, application processing, and follow-ups to ensure proper registration with the Business Registrations and Licensing Agency. The Service Provider also facilitates the registration of Company Taxpayer Identification Numbers (TIN) and Value Added Tax (VAT) with the Tanzania Revenue Authority (TRA) to ensure compliance with tax requirements. Additionally, the Service Provider manages business license applications and renewals for both companies and proprietorships, whether through BRELA or TAMISEMI.
The Service Provider specializes in supporting the registration of Non-Governmental Organizations (NGOs), handling all documentation and follow-ups. The company also provides facilitation for work and residence permit applications for all classes. Furthermore, the Service Provider offers specialized registration services for BOT Microfinance License, EWURA registrations for petroleum licenses, GCLA registrations for businesses involving regulated chemicals and products, TALA Tourism Licenses, and Registration of Trusts.
Beyond registration services, the Service Provider extends its expertise to business planning, feasibility analysis, business and investment tours, and general consultation services to address any questions or issues requiring guidance. Through these diverse offerings, the Service Provider acts as a trusted partner in navigating the complexities of business operations in Tanzania.
Service Quality and Availability
The Service Provider commits to providing services of the quality generally expected from a competent service provider exercising reasonable skill and care. However, the Customer acknowledges that services are not fault-free and the quality and availability may be affected by factors outside the Service Provider’s control, including but not limited to delays caused by third-party entities such as the Business Registrations and Licensing Agency (BRELA), the Tanzania Revenue Authority (TRA), or any other relevant regulatory bodies. The Service Provider may occasionally need to perform upgrades, modifications, maintenance, or other works that may result in temporary unavailability of the Services or parts thereof. In such circumstances, the Service Provider will make reasonable efforts to minimize disruption and, where possible, provide advance notice to affected Customers.
Modifications to Services
The Service Provider may vary the content or technical specifications of the Services from time to time and shall promptly advise the Customer of such changes. Such variations shall be made to improve service quality, reflect technological advancements, or comply with regulatory requirements. The Customer shall be entitled to terminate the Agreement without penalty if any such variation substantially degrades the quality of service, provided that the Customer notifies the Service Provider in writing within three (3) days of being informed of the variation.
Customer Obligations
The Customer assumes several important responsibilities that are essential to the effective provision of services. Foremost among these is the Customer’s duty to provide accurate and complete information to the Service Provider. Any changes to contact details, business structure, or other relevant information must be communicated promptly in writing to ensure uninterrupted service and proper account management. The Customer further warrants and confirms that all information and particulars provided to the Service Provider are true and accurate.
Eligibility Requirements
To use the Services, the Customer must meet certain eligibility and compliance requirements, which include but are not limited to being at least 18 years of age, as this ensures the legal capacity to enter into binding agreements. Additionally, the Customer is required to provide accurate, truthful, and complete information during the registration or onboarding process to facilitate the proper setup and delivery of our Services; any failure to do so may result in delays, errors, or termination of access.
Authorized Use
The Customer explicitly agrees to use the Services solely for lawful purposes and in accordance with this Agreement. The Customer shall not use the Services for any criminal or immoral purposes and accepts sole responsibility for any consequences arising from such prohibited use. Furthermore, the Customer shall not permit any unauthorized person to access or use the Services and shall implement appropriate measures to prevent such unauthorized access or use. For Services requiring password access, the Customer undertakes to maintain password security and acknowledges responsibility for all activities conducted using their credentials, whether authorized or not.
Compliance with Laws and Regulations
The Customer warrants that they possess the legal capacity to enter into this contract and to perform the obligations set forth herein. This includes compliance with all applicable laws, regulations, and industry standards relevant to their use of the Services. The Customer must comply fully with all applicable local, national, and international laws and regulations that govern the use of our Services, ensuring that their actions, transactions, and activities align with legal standards and do not violate any legal or ethical obligations. The Customer shall indemnify and hold the Service Provider harmless against all claims, liabilities, damages, and costs arising from the Customer’s non-compliance with applicable legal requirements or from any breach of the warranties provided in this Agreement.
Payment Obligations
The Customer agrees to ensure timely and full payment for all services rendered in accordance with the agreed terms. Fees for services will be provided during negotiations or as explicitly stated in the service agreement, with payment terms, including specific deadlines, detailed during the negotiation or in the invoice or service agreement. Any late payments may be subject to penalties or additional charges as outlined in the terms of the service agreement.
Service Provider Obligations
The Service Provider undertakes, subject to these Terms and Conditions, to provide the Services to the Customer with the professional care and skill expected of experts in the field of business registration and management services in Tanzania. This commitment extends to maintaining adequate technical infrastructure, employing qualified personnel, and implementing effective quality control measures. The Service Provider shall make available to the Customer relevant information regarding service coverage, capabilities, and limitations to enable informed decision-making.
Scope of Responsibility
For BRELA Company Registration, the Service Provider’s responsibilities include preparing the Memorandum and Articles of Association (MEMARTS), completing all necessary forms, and handling the entire registration process once the Customer provides the company name, identification documents, and address details[^3]. For TRA Company TIN Registration, if the directors don’t have TINs, the Service Provider will handle that process as well for an additional fee that will be communicated in advance.
For VAT Registration, the Service Provider will assess the company’s eligibility, collect necessary documentation, prepare the VAT registration application, submit it to TRA, and provide follow-up and updates throughout the process[^3]. For Business Licensing services, the Service Provider handles everything from securing tax clearances to filling out and submitting all required forms, managing the entire process.
Confidentiality Commitments
Treating information with confidentiality is a cornerstone of the Service Provider’s operations. The Service Provider recognizes that the nature of its work provides access to information that may not be available to others and accepts responsibility for ensuring the security of all confidential information and materials entrusted to it. The Service Provider places a high value on Customer privacy and is committed to protecting the confidentiality of personal and business information provided. All necessary steps are taken to ensure that data is handled securely and responsibly, in accordance with relevant privacy laws and regulations.
Service Standards and Professional Conduct
The Service Provider commits to maintaining the highest standards of professional conduct in all customer interactions. This includes performing duties with honesty, integrity, and professionalism; being transparent in actions and communications; putting honesty and integrity above personal reward; and dealing with conflict constructively. The Service Provider will promptly acknowledge any mistakes and take immediate steps to rectify adverse consequences. All personnel engaged by the Service Provider are bound by similar ethical standards and undergo regular training to ensure consistent service quality.
Compliance with Regulatory Requirements
The Service Provider shall comply with all applicable laws, regulations, and industry standards relevant to the provision of the Services in Tanzania. This includes obtaining and maintaining all necessary licenses, permits, and authorizations required to lawfully conduct business and deliver the contracted Services. The Service Provider shall promptly inform the Customer of any regulatory changes that may substantially affect the provision of Services or the terms of this Agreement.
Charges and Payment
All charges and tariffs applicable to the Services are subject to prevailing taxes as required by Tanzanian law. The Service Provider will communicate the charges for the service that the Customer inquired and after negotiation the agreed charges will become payable irrespective of whether an invoice has been issued or not.
Billing Procedures
Invoices will be issued before any engagement or as otherwise specified in the service agreement. Each invoice will clearly detail the services to be provided and the applicable charges. The Customer shall pay each invoice within three (3) days of the invoice date unless alternative payment terms have been agreed in writing. All payments shall be made in Tanzanian Shillings unless otherwise specified in the Agreement. The Service Provider reserves the right to charge interest on overdue amounts at a rate of 2% per month, calculated from the due date until the date of actual payment.
Disputed Charges
If the Customer disputes any charges on an invoice, they must notify the Service Provider in writing within three (3) days of receiving the invoice, clearly identifying the disputed items and providing detailed reasons for the dispute. The Customer remains obligated to pay all undisputed portions of any invoice by the due date. The Service Provider shall investigate all disputed charges promptly and in good faith, making appropriate adjustments where justified. Resolution of disputed charges shall be governed by the dispute resolution provisions of this Agreement.
Service Suspension for Non-Payment
The Service Provider reserves the right to suspend Services if the Customer fails to pay undisputed charges within fourteen (14) days of the invoice date. Before suspending Services, the Service Provider shall provide written notice to the Customer, allowing a final opportunity to settle outstanding amounts. Service restoration following payment of arrears may incur additional fee as specified in the Schedule of Charges. Prolonged non-payment exceeding twenty-one (21) days may result in termination of the Agreement at the Service Provider’s discretion.
Intellectual Property Rights
All content, including but not limited to text, images, graphics, logos, trademarks, designs, and materials available on the Service Provider’s website or provided during the course of delivering the Services, are the exclusive property of the Service Provider and are protected by applicable copyright, trademark, and intellectual property laws. These materials are made available for the Customer’s personal use solely in connection with the Services and may not be copied, reproduced, distributed, modified, published, displayed, transmitted, or otherwise utilized in any manner without obtaining prior written consent from the Service Provider. Any unauthorized use of such content or materials is strictly prohibited and may result in legal action to protect the Service Provider’s rights and interests.
Third-Party Materials
Certain Services may incorporate materials licensed from third parties. The Service Provider shall inform the Customer of any third-party license terms that may apply to such materials and the Customer agrees to comply with these terms. The Service Provider makes no warranties regarding third-party materials beyond those provided by the original licensor. The Customer shall indemnify the Service Provider against any claims arising from the Customer’s use of third-party materials in a manner inconsistent with applicable license terms.
Intellectual Property Indemnification
The Service Provider warrants that the Services and any deliverables provided will not infringe the intellectual property rights of any third party. The Service Provider shall defend, indemnify, and hold harmless the Customer against any claims of intellectual property infringement arising from the Customer’s use of the Services in accordance with this Agreement. This indemnification is contingent upon the Customer providing prompt notification of any infringement claim, granting the Service Provider control over the defense and settlement, and providing reasonable cooperation in the defense of such claim.
Confidentiality and Data Protection
Both parties acknowledge that they may gain access to confidential information belonging to the other during the course of this Agreement. Each party undertakes to maintain the confidentiality of such information and not to disclose it to any third party without prior written consent, except as required by law or regulatory authorities. This confidentiality obligation survives the termination of the Agreement and continues indefinitely thereafter. Both parties shall implement appropriate technical and organizational measures to protect confidential information from unauthorized access, use, or disclosure.
Data Processing
Where the provision of Services involves processing personal data, both parties shall comply with applicable data protection laws, including the Data Protection Act of Tanzania and any other relevant legislation. The Service Provider may disclose Customer information if required by law, in response to legal processes, or as necessary to protect legal rights or comply with a judicial proceeding, court order, or legal process served on the Service Provider. Additionally, the Service Provider may share Customer information with third parties only when the Customer has provided explicit consent or when it is necessary to facilitate the delivery of services. The Service Provider will always strive to limit such disclosures to what is absolutely necessary and to uphold Customer privacy to the highest possible standards.
Information Security
The Service Provider maintains comprehensive information security policies and procedures designed to protect the confidentiality, integrity, and availability of Customer data. These measures include access controls, encryption, regular security assessments, and staff training. The Service Provider shall promptly notify the Customer of any security breach that affects Customer data and shall cooperate fully in investigating and remediating such breaches. The Customer acknowledges their responsibility to implement appropriate security measures within their own organization to protect access credentials and control authorized use of the Services.
Limitation of Liability
The Service Provider shall not be held liable for any losses, damages, or inconveniences arising from delays caused by third-party entities, such as the Business Registrations and Licensing Agency (BRELA), the Tanzania Revenue Authority (TRA), or any other relevant regulatory bodies, as such delays are beyond the Service Provider’s control and may occur due to their internal processes or unforeseen circumstances. Additionally, the Service Provider is not responsible for any errors, inaccuracies, or omissions in the information provided by the Customer during the course of the engagement, as the accuracy and completeness of such information are solely the Customer’s responsibility and are critical to the successful delivery of the services.
Scope of Liability
In the event of any claim, dispute, or issue arising from the Services provided, the Service Provider’s liability shall be strictly limited to the amount the Customer has paid for the specific Service that directly gave rise to the claim, and no additional compensation or remedy shall be entertained beyond this amount. The Service Provider shall not be liable for any indirect, special, incidental, or consequential damages, including but not limited to loss of profits, business interruption, or loss of data, even if advised of the possibility of such damages.
Exclusions from Limitation
Nothing in this Agreement shall limit or exclude the Service Provider’s liability caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by Tanzanian law. The limitations of liability set forth in this Agreement shall not apply to the Service Provider’s obligations under the intellectual property indemnification provisions or to breaches of confidentiality obligations.
Force Majeure
Neither party shall be liable for any failure or delay in performing their obligations under this Agreement where such failure or delay results from events beyond their reasonable control, including but not limited to acts of God, governmental actions, war or national emergency, acts of terrorism, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, strikes or other labor disputes. The affected party shall promptly notify the other of the force majeure event and use reasonable efforts to mitigate its impact. If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate this Agreement with immediate effect by providing written notice.
Termination
The Service Provider reserves the right to immediately suspend or terminate Customer access to the Services at any time, without prior notice, if the Customer violates these Terms, fails to meet obligations under any Service Agreement, or engages in any conduct that the Service Provider deems to be harmful, unlawful, or detrimental to the interests of the Service Provider or other users. This includes, but is not limited to, failure to make payments, providing false or misleading information, or any actions that undermine the integrity of the Service Provider’s platform.
Customer-Initiated Termination
The Customer has the right to terminate use of the Services at any time by providing the Service Provider with written notice of intent to do so, though such termination will be subject to any applicable cancellation fees or outstanding payments due for services rendered up until the date of termination. Any such termination will not affect the Customer’s obligations or liabilities accrued prior to the effective termination date.
Consequences of Termination
Upon termination of this Agreement for any reason, the Customer shall immediately pay all outstanding unpaid invoices. In respect of Services provided but for which no invoice has been submitted, the Service Provider may submit an invoice which shall be payable immediately upon receipt. The termination of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
Post-Termination Assistance
Following termination, the Service Provider shall provide reasonable assistance to facilitate the orderly transfer of Services to the Customer or a third party designated by the Customer, provided that all outstanding charges have been paid. Such transfer assistance may be subject to additional charges at the Service Provider’s standard rates. The Service Provider shall return or securely destroy all Customer data in its possession according to the Customer’s written instructions, except where retention is required by law or regulatory obligations.
Governing Law and Dispute Resolution
These Terms and any disputes, disagreements, or claims arising out of or in connection with them, the use of the Services, or the interpretation of any provisions herein shall first be attempted to be resolved amicably through direct negotiation between the parties involved. Both parties agree to engage in good faith efforts to reach a mutually acceptable resolution. In the event that the dispute remains unresolved after reasonable efforts to negotiate, it shall be referred to binding arbitration, which will be conducted in accordance with the Arbitration Act of Tanzania.
Alternative Dispute Resolution
The arbitration will take place in Tanzania, and the decision rendered by the arbitrator(s) will be final, binding, and enforceable in a court of law, unless otherwise provided by the applicable laws of Tanzania. Each party will bear its own costs in connection with the arbitration, unless the arbitrator orders otherwise. If the parties are unable to resolve any dispute through negotiation within thirty (30) days, they agree to submit the dispute to mediation in accordance with the procedures of the Tanzania Institute of Arbitrators or another mutually agreed mediation provider. If the dispute is not resolved within sixty (120) days after the start of mediation, either party may commence legal proceedings.
Jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the United Republic of Tanzania, without regard to its conflict of laws principles. By using the Services, the Customer consents to the exclusive jurisdiction and venue of the courts located within Tanzania for the resolution of any legal matters that may arise, unless otherwise specified in these Terms.
Severability
If any provision of this Agreement is determined to be illegal, void, or unenforceable in whole or in part, such provision or the affected part shall be deemed not to form part of this Agreement, but all other provisions together with the remainder of the affected provision shall remain in full force and effect. The parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves as closely as possible the economic, legal, and commercial objectives of the original provision.
Miscellaneous Provisions
These Terms and Conditions may be varied at any time. The Service Provider reserves the right to modify, update, or amend these Terms at any time, in its sole discretion, to reflect changes in services, legal requirements, or business practices. Any such amendments will be communicated to the Customer through notifications on the website or via email, ensuring that the Customer is informed of the changes.
Assignment and Subcontracting
Neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other party. The Service Provider may engage subcontractors to assist in providing the Services, provided that the Service Provider remains fully responsible for the acts and omissions of its subcontractors and ensures their compliance with the terms of this Agreement.
Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings, and arrangements between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement, it has not relied on any statement, representation, assurance, or warranty that is not set out in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.
Notices
Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand, by pre-paid registered post, or by email to the other party at its registered office or principal place of business, or such other address as may have been notified by that party for such purposes. For any inquiries, concerns, or clarifications regarding these Terms or the Services provided, the Customer can reach the Service Provider through the website at miamia.co.tz or by email at controller@miamia.co.tz, where the team will be happy to assist. Alternatively, the Customer can contact the Service Provider by phone at +255 748 442 442 or +255 674 442 442.
Conclusion
These General Terms and Conditions for Services represent the commitment of miamia.co.tz to transparent, fair, and professional business practices in the provision of business registration and management services in Tanzania. They establish a clear framework for the rights and obligations of both the Service Provider and the Customer, fostering a relationship built on mutual trust and understanding. The provisions outlined herein seek to balance the commercial interests of all parties while ensuring compliance with applicable laws and industry standards in Tanzania.
The Service Provider recognizes that successful service delivery depends on effective collaboration with Customers, clear communication, and adherence to agreed terms. By establishing these comprehensive terms and conditions, miamia.co.tz aims to minimize potential misunderstandings and disputes, allowing all parties to focus on achieving their business objectives. The Service Provider welcomes feedback on these terms and conditions and remains committed to continuous improvement in all aspects of service delivery and customer engagement in support of business development in Tanzania.