MANSA Repository Platform

Scheme rules

1.The Platform

• This document sets out the rules applying to Participants in the Platform.
• The Platform is hosted and managed by Afreximbank. It is designed to be used by Subscribers for due diligence purposes, to facilitate cross-border trade with and between African businesses.
• The Platform is a repository for Contributor Information. Afreximbank hosts the Platform and provides access to the Platform for Participants.
• Before Contributor Information is made accessible on the Platform, it is reviewed by a Verifier. Whilst the verification process assists in checking the Contributor Information is correct, Verifiers are carrying out a public function in respect of the Platform in response to Contributor requests. They do not accept any commercial liability for the Contributor Information.
• Each Contributor hereby grants Afreximbank a worldwide, perpetual, royalty-free, irrevocable, transferable licence to use, copy, modify, reproduce, display and distribute the Contributor Information for the purpose of providing the Platform and all services in connection with it.
• Participants should seek their own advice before entering into any agreement or arrangement on the basis of Contributor Information or any other information held on the Platform.
• All right, title, interest and Intellectual Property Rights in the Platform are the property of Afreximbank. Afreximbank will have the conduct of all claims, disputes and proceedings relating to any such intellectual property rights (including any proceedings to which you are a party) (“Claim”). Afreximbank will, in its sole discretion, decide what action (including litigation, arbitration or compromise), if any, to take in respect of Claims. Afreximbank will not be obliged to bring or defend any proceedings in relation to any such Intellectual Property Right.

2.Contributor Eligibility

• In order to upload documentation onto the Platform, the Contributor must be:
  • A corporate entity, trust, unincorporated association, partnership or individual acting for business purposes;
  • Carrying on business in one or more African jurisdictions;
  • Majority-owned by a shareholder which is registered or has a branch in an African jurisdiction; and
  • Able to supply the necessary Contributor Information.

3.Subscriber Eligibility

The Subscriber may access the Platform as long as they:

• have registered as a subscriber of the Platform;
• have paid their Subscription Fees up to date; and
• only use the Contributor Information for due diligence purposes to meet regulatory requirements and inform decisions on whether to trade with, and/or invest in, the relevant Contributor.

4.Verifier Eligibility

• Verifiers are selected by Afreximbank based on eligibility requirements applied by Afreximbank from time to time.
• The Verifier may act as a Verifier:
  • Following Afreximbank and the Verifier reaching agreement on the Verifier's scope of competence for reviewing Contributor Information as part of the verification process; and
  • For so long as the Verifier is registered on the Platform.

5.Documentation and Information

• The Contributor will be required to submit certain Contributor Information but may choose to submit all Contributor Information listed in Annex 2. 
• The Contributor must also upload any other documentation or information which Afreximbank may reasonably request.
• Any documents required as part of the Contributor Information must be uploaded in one of the following formats:
  • Portable Document File (PDF);
  • TXC File; or
  • such other format as notified by Afreximbank from time to time.
• All Contributor Information is and remains the responsibility of the Contributor.
• Afreximbank reserves the right to remove any Contributor Information from the Platform which it reasonably believes is incorrect, incomplete or misleading in any way. Afreximbank will have no liability for removing Contributor Information.
• In order to upload to or access the Platform, Participants must have equipment that meets the requirements specified by Afreximbank from time to time.
• Participants can only upload to or access the Platform using their login details assigned to them. Participants must not share their login details with anyone else.

6.Inaccurate or suspicious Contributor Information

• The Subscriber should contact Afreximbank using the contact details set out in "Contact Details" below if they believe any Contributor Information on the Platform is inaccurate or suspicious.

7.Verification Process

• When submitting Contributor Information, the Contributor must select an independent Verifier (or Verifiers) from pre-approved list(s) on the Platform.
• Contributor Information on the Platform is independently verified by Verifiers to check accuracy, completeness and validity. However, Contributor Information is and remains the sole responsibility of the Contributor. Verifiers are not responsible for the content of any Contributor Information on the Platform.
• Afreximbank's acceptance of Contributor Information onto the Platform does not indicate that it has verified the Contributor Information in any way.
• If a Verifier rejects any Contributor Information assigned to it, it will notify the Contributor through the Platform and provide reasons for the rejection. The Contributor must upload accurate Contributor Information to replace the rejected Contributor Information.
• If a Verifier accepts the Contributor Information assigned to it, it will notify Afreximbank. Afreximbank will either accept the Contributor Information or reject it if it does not conform to the format requirements in these Scheme Rules. If it rejects the Contributor Information, it will notify the Contributor, inform the Contributor of the reasons for the rejection and give the Contributor a chance to remedy the defect.
• Contributor Information will not be published on the Platform until it has been both verified by a Verifier and accepted by Afreximbank. Subscribers will be able to view the date of publication of the Contributor Information on the Platform.
• A Subscriber should determine whether the Platform's verification procedures meet their own legal and regulatory requirements.
• The Subscriber can choose to receive an alert from Afreximbank if there is a change or update to their selected Contributor Information.

8.Contributor Obligations

• The Contributor must ensure that Contributor Information held on the Platform is accurate and remains up-to-date. The Contributor must continually review the Contributor Information and update Contributor Information from time to time as required to reflect changes in any documentation or information forming part of the Contributor Information previously provided.
• If there has been a significant change in circumstances (such as a change of control of the Contributor), Afreximbank may require a full new set of Contributor Information to be provided.
• Any changes or updates to the Contributor Information will be subject to review by a Verifier.
• On each anniversary of the date of first publication on the Platform, Contributors must either reaffirm that all Contributor Information remains correct or re-submit Contributor Information for re-verification by a Verifier. Contributors will receive reminder alerts from Afreximbank prior to the anniversary date. Afreximbank may remove out-of-date Contributor Information from the Platform. 
• Afreximbank may contact the Contributor from time to time and ask the Contributor to reaffirm that the Contributor Information remains correct.
• The Contributor must notify Afreximbank as soon as reasonably practical if it becomes aware that incorrect Contributor Information is held on the Platform. The Contributor should submit correct Contributor Information immediately. Incorrect Contributor Information will be removed from the Platform.

9.Verifiers' Obligations

• The Verifier shall use all reasonable endeavours to fulfil each request for verification that it receives from Contributors in its jurisdiction, provided that the request is within the sphere of competence of the Verifier as agreed with Afreximbank from time to time.

10.Subscribers’ Obligations

• The Subscriber may only copy, reproduce, or share Contributor Information in the following circumstances:
  • within their own organisation for their internal due diligence purposes or to agents acting on its behalf for these purposes;
  • where it is required to do so in order to fulfil its regulatory or statutory obligations; or
  • for internal audit or statutory audit purposes.

11.Liability of Afreximbank

• Afreximbank does not make any representations as to the availability of the Platform or the accuracy or completeness of any information (including Contributor Information) available via the Platform. Afreximbank will have no liability for any losses suffered by any Participant as a result of lack of access to the Platform, inaccuracy or incompleteness of any information on the Platform or the Participant’s access to or use of the Platform.
• Each Participant accesses and uses the Platform at the Participant's sole risk.
• Afreximbank will use reasonable endeavours to ensure that the Platform is available at all times. There may be periods when the Platform is not available because of planned or unplanned maintenance or technical defects. Afreximbank will have no liability for Participants being unable to access the Platform.
• Afreximbank will not be in breach of these Scheme Rules for delay in performing, or failure to perform, any of its obligations under this Agreement if the delay or failure results from any event, circumstance or cause beyond its reasonable control.
• Taking into account the nature of the Platform and the service provided by Afreximbank, as well as the price paid by Subscribers and the availability of insurance, the Participants agree that Afreximbank's exclusion of liability is reasonable.

12.Data Protection

• Afreximbank and each Participant shall comply with all Applicable Law in relation to the processing of any personal data submitted by Participants.
•  The Contributor must comply with all Applicable Law in notifying and gaining any required consent or in meeting the required standards under Applicable Law for the processing of personal data via the Platform by the Contributor.  
• On request, Afreximbank and each Participant shall provide reasonable assistance to the other in relation to any request or complaint from an individual relating to their personal data, and to any order, request, instruction, investigation or audit of or by any competent data protection supervisory authority.

13.Contact details

• Participants should contact MANSA's customer service team if it has queries or complaints. The details are:

            Participants can also use the 'Contact' page on the MANSA website.

14.Data security

• Afreximbank will use its reasonable endeavours to ensure that storage of Contributor Information is at all times compliant with industry best practice data storage and security practices to ensure due care is taken to prevent data breaches.

15.Variation of these Scheme Rules

• Afreximbank will be entitled to vary these Scheme Rules from time to time.  Afreximbank shall give Participants at least 30 days’ prior notice of any such variation in each case by email to the email address provided by the Participant on registration, or if updated, the email address, last provided to Afreximbank by the Participant.