Terms of Use

Article 1: Definitions and Interpretation

1.1 Definitions

For purposes of these Terms, the following definitions apply:

"AFTF" means the African Federation Treaty Framework©, version 3.1 (May 2026), including all iterations, amendments, annexes, methodologies, implementation protocols, and derivative instruments developed thereunder, as permanently archived at DOI: 10.5281/zenodo.18365997.

"Content" means all information, data, text, software, graphics, photographs, videos, audio files, methodologies, frameworks, intellectual constructs, research outputs, policy documents, institutional communications, and any other materials accessible through the Digital Properties, whether or not such materials bear a copyright notice.

"Digital Properties" means the Website, all subdomains, affiliated digital platforms, and officially sanctioned social media channels operated by or on behalf of The Ndege Group® or Africa's Sovereign Development Trust®.

"Intellectual Property" encompasses all patents, trademarks, service marks, trade names, copyrights, moral rights, database rights, design rights, trade secrets, know-how, confidential information, and all other intellectual and industrial property rights, whether registered or unregistered, recognised in any jurisdiction throughout the world.

"Ndege Parties" means The Ndege Group Nominees Limited, Africa's Sovereign Development Trust®, David Okiki Amayo Jr. in his capacity as Founder, Chairman, and Settlor, and each of their respective officers, trustees, employees, agents, licensors, affiliates, successors, and assigns.

"OmniGaza®" refers to the proprietary quantum-resistant blockchain platform, computational infrastructure, and associated methodologies developed by The Ndege Group® for sovereign-scale development coordination, registered at KIPI under No. 138985.

"User," "you," or "your" refers to any individual, entity, or automated system accessing, browsing, or otherwise interacting with the Digital Properties, whether or not you have created an account or otherwise registered with The Ndege Group®.

"We," "us," or "our" refers to The Ndege Group®, Africa's Sovereign Development Trust® (ASDT®), and The Ndege Group Nominees Limited, collectively or individually as context requires.

1.2 Interpretation

Reference to statutory provisions includes those provisions as amended, extended, re-enacted, or consolidated from time to time. Headings are for convenience of reference only and shall not affect the interpretation or construction of these Terms. The singular includes the plural and vice versa. Words denoting any gender include all genders. The word "including" and related expressions shall be construed without limitation. References to "writing" include electronic communications where the context so permits. References to time are to East Africa Time (EAT, UTC+3) unless otherwise specified.

Article 2: Acceptance, Capacity, and Binding Effect

2.1 Acceptance Through Use

Your access to or use of any Digital Property, whether or not you have read these Terms, constitutes your express, informed, and irrevocable acceptance of these Terms in their entirety and as amended from time to time. If you do not agree to these Terms in their entirety, you must immediately cease all use of the Digital Properties and refrain from accessing them in future. Continued use following any amendments constitutes acceptance of the revised Terms.

2.2 Legal Capacity and Representations

By accepting these Terms, you represent and warrant, as a continuing obligation, that: (a) you have attained the age of majority in your jurisdiction of residence and possess full legal capacity to enter into binding contracts under the laws applicable to you; (b) if accessing the Digital Properties on behalf of a corporate entity, partnership, trust, or other organisation, you possess the requisite authority, power, and approval to bind that organisation to these Terms, and you have obtained all necessary internal authorisations prior to such acceptance; (c) your use of the Digital Properties does not violate any applicable law, regulation, court order, regulatory requirement, or contractual obligation to which you are subject; and (d) all information you provide to The Ndege Group® is accurate, current, complete, and not misleading in any material respect.

2.3 Modifications and Amendments

The Ndege Group® reserves the absolute and unilateral right to modify, amend, supplement, or replace these Terms at any time and without prior notice. All modifications take effect immediately upon publication to the Digital Properties unless a later effective date is specified. The "Last Updated" date at the head of these Terms indicates the most recent revision. You are solely responsible for reviewing these Terms periodically to remain informed of any changes. Where modifications materially affect your rights or obligations, we may endeavour to provide reasonable notice, but this shall not constitute an obligation to do so.

Article 3: Intellectual Property Rights and Digital Provenance

3.1 Ownership and Authorship

All Content accessible through the Digital Properties constitutes the exclusive intellectual property of David Okiki Amayo Jr., Founder and Chairman of Africa's Sovereign Development Trust® (ASDT®), and is protected under the intellectual property laws of Kenya (including the Industrial Property Act, 2001 (Cap. 509) and the Copyright Act (Cap. 130)), international treaties including the Berne Convention for the Protection of Literary and Artistic Works, the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS), and the Paris Convention for the Protection of Industrial Property.

3.2 Registered Trademarks

The following marks are registered with the Kenya Industrial Property Institute (KIPI) and are protected internationally under applicable trademark conventions and the Madrid Protocol:

Unauthorised use of any registered mark, including use in metatags, domain names, advertising, or any commercial context, constitutes trademark infringement and shall be subject to civil and, where applicable, criminal proceedings.

3.3 Definitive Legal and Technical Benchmarks

To ensure the immutability, authenticity, and timestamped provenance of The Ndege Group's institutional intellectual property, the following records constitute the definitive legal and technical benchmarks and shall serve as authoritative references in any dispute regarding priority, authenticity, or attribution:

These archives establish immutable timestamps, version histories, and cryptographic verification of authorship and shall constitute primary evidence in any legal proceedings concerning intellectual property rights or provenance.

3.4 Copyright Notice and Licence

© 2026 David Okiki Amayo Jr. and The Ndege Group®. All rights reserved worldwide. No part of the Digital Properties or Content may be reproduced, distributed, transmitted, displayed, published, broadcast, adapted, translated, or otherwise exploited in any form or by any means, whether electronic, mechanical, photocopying, recording, or otherwise, without the express prior written permission of The Ndege Group®. Any permission granted shall be strictly construed and does not extend to derivative works, commercial exploitation, or use in a manner inconsistent with The Ndege Group's institutional objectives.

3.5 Moral Rights

David Okiki Amayo Jr. asserts his moral rights as author of all original works comprised in the Content, including the right to be identified as author, the right to object to derogatory treatment of such works, and the right to object to false attribution. These rights subsist independently of any economic rights and cannot be waived.

Article 4: Acceptable Use and Prohibited Conduct

4.1 Lawful Purposes Only

You agree to utilise the Digital Properties exclusively for lawful purposes and in a manner that is consistent with these Terms and all applicable local, national, and international laws, regulations, and conventions. You shall not use the Digital Properties in any manner that could damage, disable, overburden, or impair the Digital Properties, or interfere with any other party's use thereof.

4.2 Prohibited Activities

You are expressly and irrevocably prohibited from engaging in any of the following activities in connection with the Digital Properties:

(a) Intellectual Property Violations: Unauthorised reproduction, copying, downloading, distribution, public display, public performance, transmission, broadcasting, adaptation, translation, modification, or creation of derivative works based upon the AFTF©, OmniGaza® specifications, registered trademarks, or any Content, whether in whole or in part, without the prior express written consent of The Ndege Group®.

(b) Unauthorised Access and Security Breaches: Attempting to gain unauthorised access to any part of the Digital Properties, the OmniGaza® substrate, related servers, databases, networks, or systems; circumventing or disabling any security feature, access control, or authentication mechanism; deploying any malicious code, virus, worm, Trojan horse, or other disruptive software; or conducting denial-of-service attacks or similar interference.

(c) Automated Data Extraction: Using automated scripts, bots, spiders, scrapers, web crawlers, or similar technologies to extract, index, or reproduce Content from the Digital Properties without the prior written consent of The Ndege Group®.

(d) Impersonation and Misrepresentation: Impersonating The Ndege Group®, ASDT®, David Okiki Amayo Jr., any trustee, officer, employee, or affiliated personnel; misrepresenting your affiliation with or authorisation by The Ndege Group®; or creating a false impression of endorsement, approval, or institutional association.

(e) Unlawful and Harmful Use: Using the Digital Properties to transmit unsolicited communications (spam); to engage in defamatory, fraudulent, or deceptive conduct; to violate the privacy rights of any person; to facilitate money laundering, terrorist financing, or any criminal activity; or to undermine the sovereignty, objectives, or institutional integrity of Africa's Sovereign Development Trust®.

(f) Commercial Exploitation: Using any Content, branding, or institutional materials for commercial purposes, advertising, or commercial solicitation without the prior express written consent of The Ndege Group®.

Article 5: Content, Accuracy, and Availability

5.1 Informational Nature of Content

The Content accessible through the Digital Properties is provided for general informational and institutional purposes only. Whilst The Ndege Group® endeavours to ensure that all Content is accurate, complete, and up to date at the time of publication, we make no representations, warranties, or guarantees of any kind, express or implied, as to the accuracy, completeness, timeliness, suitability, reliability, or availability of any Content. Nothing in the Content constitutes legal, financial, investment, regulatory, or professional advice of any kind. Users are advised to seek independent professional advice appropriate to their specific circumstances before acting on any Content.

5.2 Forward-Looking Statements

The Digital Properties may contain forward-looking statements, projections, estimates, and aspirational representations relating to the institutional objectives, operational targets, and developmental mandates of Africa's Sovereign Development Trust®. Such statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those anticipated. No reliance should be placed on such forward-looking statements for the purpose of making any investment, contractual, or other decision.

5.3 Website Availability

We reserve the right to modify, suspend, restrict, or discontinue access to all or any part of the Digital Properties at any time and without notice, including for maintenance, upgrades, security purposes, or operational reasons. We shall not be liable to you or any third party for any such modification, suspension, or discontinuation.

Article 6: Third-Party Services and External Links

The Digital Properties may contain links to, or integrations with, third-party websites, applications, services, or platforms not owned, controlled, or operated by The Ndege Group®. Such links and integrations are provided solely for convenience and informational purposes and do not constitute an endorsement, sponsorship, approval, or recommendation by The Ndege Group® of any third-party content, products, services, or practices.

We have no control over, and accept no responsibility or liability for, the content, privacy practices, data processing activities, terms of use, availability, or accuracy of any third-party website or service. Your use of any third-party website or service is entirely at your own risk and is governed exclusively by the terms and policies of that third party. We strongly encourage you to review the terms of use and privacy policy of every third-party website or service you access.

Article 7: Limitation of Liability, Warranties, and Indemnification

7.1 Disclaimer of Warranties

The Digital Properties and all Content are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, statutory, or otherwise. To the fullest extent permitted by the laws of the Republic of Kenya, the Ndege Parties expressly disclaim all warranties, including but not limited to: implied warranties of merchantability, fitness for a particular purpose, non-infringement, and title; warranties arising from course of dealing, usage, or trade practice; and any warranty that the Digital Properties will be uninterrupted, error-free, secure, or free from viruses or other harmful components.

7.2 Exclusion of Liability for Ordinary Damages

To the fullest extent permitted by applicable law, the Ndege Parties shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or in connection with your use of or inability to use the Digital Properties, including but not limited to loss of profits, loss of revenue, loss of business, loss of goodwill, loss of data, or loss of anticipated savings, even if the Ndege Parties have been advised of the possibility of such damages.

7.3 Unlimited Liability for Violations of These Terms 7.4 Injunctive and Equitable Relief

You acknowledge and agree that monetary damages may be insufficient to remedy certain breaches of these Terms, particularly those involving intellectual property misappropriation, trademark infringement, unauthorised disclosure of confidential information, or reputational harm. Accordingly, you consent to the availability of injunctive relief, specific performance, account of profits, and other equitable remedies in favour of the Ndege Parties, without the requirement to post bond or prove the inadequacy of legal remedies, and without prejudice to any other rights or remedies the Ndege Parties may possess at law or in equity.

7.5 User Indemnification

You agree to indemnify, defend (at the Ndege Parties' election), and hold harmless each of the Ndege Parties from and against any and all claims, demands, actions, liabilities, losses, damages, costs, expenses, and legal fees (including solicitors' fees on a full indemnity basis) arising out of or in connection with: (a) your breach of any provision of these Terms; (b) your violation of any applicable law or regulation; (c) your misuse of the Digital Properties or any Content; (d) your infringement of any third-party rights; or (e) any misrepresentation made by you. This indemnification obligation shall survive the termination or expiry of these Terms and your cessation of use of the Digital Properties.

Article 8: Digital Provenance and Institutional Authenticity

The Ndege Group® maintains a comprehensive digital provenance architecture to ensure the verifiability and immutability of its institutional intellectual property. All principal frameworks, methodologies, and institutional documents are archived across multiple authoritative platforms, each providing independent verification of authorship, timestamp, and version integrity:

Any claim of prior authorship, parallel development, or challenge to the intellectual property rights of The Ndege Group® must be assessed against this provenance architecture. The Ndege Group® reserves the right to invoke these records in any legal, regulatory, or institutional proceeding as primary and conclusive evidence of priority and authenticity.

Article 9: Termination and Suspension of Access

9.1 Right to Terminate

The Ndege Group® reserves the right, in its absolute discretion and without prior notice or liability, to terminate, suspend, restrict, or block your access to all or any part of the Digital Properties at any time and for any reason, including but not limited to: breach of these Terms; conduct that The Ndege Group® reasonably believes to be harmful to other users, the Ndege Parties, or third parties; conduct that The Ndege Group® reasonably believes to violate any applicable law or regulation; or for any other operational, security, or institutional reason.

9.2 Effect of Termination

Upon termination of your access, all rights granted to you under these Terms shall immediately cease and you must immediately discontinue all use of the Digital Properties. The following provisions shall survive termination: Article 3 (Intellectual Property Rights), Article 7 (Liability and Indemnification), Article 8 (Digital Provenance), Article 10 (Dispute Resolution), and Article 11 (Governing Law), together with any other provision that by its nature should survive termination.

Article 10: Dispute Resolution

10.1 Informal Resolution

In the event of any dispute, controversy, or claim arising out of or in connection with these Terms, the Digital Properties, or the relationship between you and The Ndege Group® (each, a "Dispute"), the parties shall first endeavour to resolve such Dispute amicably through good-faith negotiations. You agree to notify The Ndege Group® of any Dispute by written communication to legal@thendegegroup.com and to allow a period of not less than thirty (30) calendar days for The Ndege Group® to respond and seek an informal resolution before initiating formal proceedings.

10.2 Binding Arbitration

If a Dispute cannot be resolved informally within the thirty-day period, or such extended period as the parties may agree in writing, it shall be referred to and finally resolved by binding arbitration conducted in Nairobi, Kenya, in accordance with the Arbitration Rules of the Nairobi Centre for International Arbitration (NCIA) as in force at the date of the notice of arbitration. The arbitral tribunal shall consist of one arbitrator mutually agreed upon by the parties, or, failing agreement within fifteen (15) days, appointed in accordance with the NCIA Rules. The seat of arbitration shall be Nairobi, Kenya. The language of arbitration shall be English. The arbitral award shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction.

10.3 Exceptions to Arbitration

Notwithstanding Article 10.2, The Ndege Group® reserves the right to seek urgent or interim relief, including injunctive relief, specific performance, or other equitable remedies, from any court of competent jurisdiction without first resorting to arbitration, and without this being deemed a waiver of the right to arbitrate the underlying Dispute.

10.4 Class Action Waiver

You irrevocably waive any right to commence, participate in, or seek relief through any class action, collective proceeding, or representative action against The Ndege Group® in any forum. All Disputes must be brought in your individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

Article 11: Governing Law and Jurisdiction

These Terms and any Dispute arising out of or in connection with them, whether contractual, tortious, or otherwise, shall be governed by and construed in accordance with the substantive laws of the Republic of Kenya, without regard to its conflict of law principles that would require the application of the laws of any other jurisdiction.

Subject to Article 10 (Dispute Resolution), you irrevocably and unconditionally submit to the exclusive jurisdiction of the High Court of Kenya sitting in Nairobi for any legal proceedings arising out of or relating to these Terms or your use of the Digital Properties that are not required to be submitted to arbitration. Venue for any such proceedings shall be exclusively in Nairobi, Kenya. You waive any objection to such jurisdiction on the grounds of inconvenient forum, lack of jurisdiction, or otherwise.

Nothing in this Article shall preclude The Ndege Group® from seeking enforcement of any arbitral award or equitable relief in any jurisdiction in which enforcement is sought.

Article 12: Amendments, Severability, and Entire Agreement

12.1 Amendments

We reserve the right to modify or replace these Terms at any time without prior notice. Amended Terms shall take effect from the date of posting to the Digital Properties. Your continued use of the Digital Properties following the posting of amended Terms constitutes your binding acceptance of the amended Terms. It is your responsibility to check these Terms periodically for changes.

12.2 Severability

If any provision of these Terms is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, void, or unenforceable for any reason, that provision shall be deemed severed from these Terms and shall not affect the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect. The parties agree to replace any invalid or unenforceable provision with a valid provision that, to the greatest extent possible, achieves the same economic and legal objectives as the severed provision.

12.3 Entire Agreement

These Terms, together with The Ndege Group's Privacy Policy and Cookie Policy (as published at thendegegroup.com/privacy-policy.html), constitute the entire agreement between you and The Ndege Group® with respect to your access to and use of the Digital Properties and supersede all prior and contemporaneous agreements, representations, warranties, and understandings relating thereto.

12.4 No Waiver

No failure or delay by The Ndege Group® in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

Article 13: Acknowledgement and Acceptance

For any questions, concerns, or requests relating to these Terms, please contact: