1. DEFINITIONS

   “Agent” means a person or entity who successfully subscribes to use our platform. The term Agent shall include the said Agent’s personal representatives, successors in title and assigns as well as persons acting with the Agent’s authority such as servants or employees.

   “Cash” means the lawful currency of the Federal Republic of Nigeria.

   “Charges” means the charges for the use of our platform as may be prescribed and published by Digitized Agrospace Limited, from time to time.

   “Contract”: means the terms and conditions contained herein and as may be amended in writing, from time to time by Digitized Agrospace Limited

   “AGROSPACE”, “we”, “us”, “our”, means Digitized Agrospace Limited and where applicable, its employees, officers and authorized agents.

   “Wallet” means a digital account on our platform that, when funded, allows an Agent to make electronic transactions on behalf of members of the public.

   “PIN” means your personal identification number being the password you choose to access and operate your Wallet and includes the one-time 4-digit PIN sent to you on registration for the purpose of activating your Wallet.

   “Recipient” means member of the public or corporate entity to whom a fund transfer has been initiated through our platform and services.

   “You” or “your” means the Agent who has registered to use our platform.

2. ACCESS TO AGROSPACE’S PLATFORM AND SERVICES

   To access our platform or some of the resources it offers, you will be required to provide certain registration details or other information i.e. bank account or card details, information about location of your business, etc. You represent and warrant that all the information you provide will be correct, current and complete. If we believe that the information you provide is not current, incorrect, incomplete or misleading, we reserve the right to refuse you access to our platform or any of our services, and to terminate or suspend your access at any time, where such discovery is made.

3. PASSWORD SAFETY

   You are responsible for safeguarding the password that you use to access our platform. We encourage you to use “strong” passwords (passwords that use a combination of upper and lowercase letters, numbers and symbols). We cannot and will not be liable for any loss or damage arising from your failure to comply with the above.

4. AGE LIMITATIONS

   To use our platform or services, you must be, and represent and warrant that you are 18 years and over and of legal competence to enter into a binding agreement with us, and are not otherwise prohibited from using our platform and services in accordance with these terms and conditions or any relevant laws.

5. IDENTIFICATION

   1. To use our platform and services, you must provide sufficient proof of identification (ID). The following items shall constitute sufficient proof of (ID): original national ID card, driver’s license or international passport if you are a Nigerian national; and original alien certificate, diplomatic ID or passport if you are a foreign national.

   2. Digitized Agrospace Limited may at its sole discretion, reject any attempt to our platform or our services if any of the requirements set out in 5a above are not met or if you fail to provide us with satisfactory proof of ID.

6. PRIVACY

   Your use of our platform and services, signifies your continuing consent to our privacy policy, which governs our collection and use of personal information that you supply to us.

7. CHANGES TO OUR PLATFORM OR SERVICES

   We may discontinue our platform and/or any of our services (temporarily or permanently). We also reserve the right to change any information, content or feature on our platform or services at any time with or without notice. We also retain the right to create limits on use of our platform or services at our sole discretion. Your use of our platform or services after such changes are implemented constitute your acknowledgement and acceptance of the changes. Please consult these terms of use regularly to acquit yourself with any changes that may apply. You can review the most current version of these Terms and Conditions by clicking on the “Terms of Use” link on our platform.

8. SERVICE DISPOSITION

   Our platform permits registered Agents to make a profit while performing financial transactions on behalf of members of the public including without limitation, transfers, withdrawals, airtime purchase, paying cable and electricity bills, using Agrospace Wallet.

   All transactions shall be denominated in Nigerian Naira and Kobo. Our platform may not recognize any other monetary value. You hereby agree to round off any transaction value to the nearest Nigerian currency.

   Subject to the prescribed transaction limits and the provisions of these Terms and Conditions, the balance of your Agrospace Wallet is redeemable at any time and shall be disposed of only in accordance with your instructions given on our platform. Digitized Agrospace Limited may in its absolute discretion, restrict or limit the number of Agrospace Wallets that Agents may operate at any one time.

9. AGROSPACE WALLET USAGE

   After your Agrospace Wallet has been opened and activated, you will be able to initiate the following Transactions;

   Fund your Agrospace Wallet through a debit card;

   Send money to personal or third party accounts from your Agrospace Wallet(s);

   Withdraw cash from your Agrospace Wallet through participating ATM networks;

   Purchase Prepaid Airtime;

   Pay utility bills or make one-off or periodic payments or remittances to participating utility providers, financial institutions charity organizations, etc.;

   Manage your Agrospace Wallet (e.g. balance enquiries, change PIN, etc.);

   Any other transactions as may be introduced by Agrospace from time to time.

   No interest will be paid on any funds held in your Agrospace Wallet.

   Digitized Agrospace Limited does not warrant that all functionalities and or transactions on our platform shall be available at all times. Agrospace may withdraw any functionality and or transaction or the entire platform as a direct result of new or amended legislation, statutory instrument, government regulations or policy or any other compelling reason. Digitized Agrospace Limited may provide additional functionalities and or transactions on our platform following integration with platforms of financial institutions and other entities providing you with specified services. Such functionalities may give you limited access to platforms of the financial institutions or other entities. By using such functionalities to gain access to other platforms, you hereby agree to indemnify Digitized Agrospace Limited against, and hold Agrospace harmless from any losses arising from your access to such external platforms.

   In the event of any review of our business planning, technical, public interest or operational reasons, changes within the industry, recommendations from regulatory bodies or similar events, Digitized Agrospace Limited may vary these terms and conditions or policies affecting usage and shall notify you of such changes through appropriate means. Your continued use of our platform shall be deemed to be your acceptance of all such varied terms and conditions.

10. TRANSFER OF FUNDS

    Transaction limits and charges as prescribed by Digitized AgrospaceLimited shall apply each time you send money, pay bills or use other functionalities that effect the transfer of funds from your Agrospace Wallet.

    Your transaction request will not be completed:

    1. The funds in your Agrospace Wallet are not sufficient to complete the transaction and or to cover the charges for the transaction;

    2. If you have reached the maximum Agrospace Wallet balance limit prescribed by our platform;

    3. If you have reached the daily limit prescribed by our platform;

    4. If your Agrospace Wallet has been temporarily suspended or permanently frozen on valid grounds;

    5. If there is any other compelling reasons such as temporary system delay or outage.

    6. Where the funds in your Agrospace Wallet are insufficient to conduct your transaction (including covering the transaction cost) request in full, the transaction will not be completed and no funds will be debited from your Agrospace Wallet.

    7. Where our platform is unable to complete a transaction the Agent will be notified by way of a pop-up message on the Agents device or terminal.

    8. Where a transaction fails but an Agent’s Agrospace Wallet is debited, the Agent shall inform the Agrospace customer support of this occurrence. Upon receipt of this report to Digitized Agrospace shall conduct an investigation and effect a refund to the Agent’s Agrospace Wallet only where the failed transaction was occasioned by a glitch or technical failure of of the platform.

    9. Once successfully completed, a transaction once completed is final and irrevocable. As such, Digitized Agrospace Limited shall not be under any compulsion to reverse any transaction.

    10. Notwithstanding the import of clause 10i above, Agrospace reserves the right, at its sole discretion, to cancel or reverse a transaction if reasonable grounds such as manifest error or fraud are shown. PROVIDED THAT the Recipient has not redeemed the funds covered by the transaction and the reversal claim is made within one (1) month of the erroneous transaction date.

    11. Agrospace shall not be compelled to refund or compensate the sender if the funds are sent to a recipient mistakenly, in error or fraudulently or under duress and you hereby agree to hold Agrospace harmless for any losses arising from a mistaken, erroneous or fraudulent transfer of funds or any transfer of funds from your Agrospace Wallet effected under duress or under coercion or criminal force.

11. AGROSPACE WALLET OPENING AND MAINTENANCE

    You are responsible for ensuring that your registration details are maintained and updated.

    Digitized Agrospace Limited reserves the right to request for further information pertaining to your Agrospace Wallet at any time. Failure to provide the required information may result in limitation on usage of our platform, suspension or termination of your access to the Agrospace Wallet.

12. STATEMENTS

    You may generate, from our platform, an official statement containing the details of the transactions conducted on your Agrospace Wallet for a specified period and for which you may be charged a fee. Such official statement shall be conclusive evidence of the transactions conducted on your Agrospace Wallet during the period covered in the statement.

    For the avoidance of doubt, Agrospace shall not be obliged to adduce evidence in any civil or criminal court in relation to the contents of the statement pursuant to clause above.

13. SECURITY

    1. Access to our platform and services is PIN protected. You hereby agree to guard your PIN and not to disclose it to any third-party including staff of Agrospace or any person purporting to have authority to request for it.

    2. You acknowledge that you shall be solely responsible for the security of your PIN. Digitized AgrospaceLimited shall not be liable for any disclosure of your PIN to any third party and you hereby agree to hold Agrospace harmless from any losses that may result from any PIN disclosure.

    3. You are responsible for all instructions given to Digitized Agrospace limited in relation to your  Wallet.

    4. Digitized Agrospace Limited shall deem each correct PIN entry as being performed by the legitimate owner of the Agrospace Wallet and shall regard all subsequent transactions as validly performed by you.

    5. You are prohibited from using any services or facilities provided in connection with our platform and services to compromise security or tamper with our platform and services including but not limited to Agrospace Wallets. The use of tools designed for compromising security (e.g., password guessing programs, cracking tools, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Digitized Agrospace reserves the right to release your details to system administrators in order to assist them in resolving security incidents.

    6. Agrospace reserves the right to investigate suspected violations of these terms and conditions.

14. FEES AND VAT

    1. You are responsible for the payment of all applicable fees. All charges applicable to the use of our platform and services are set forth in a separate fee schedule and as may be published from time to time by Digitized Agrospace Limited and are subject to change at any time at our sole discretion.

    2. All fees are deducted at source and are subject to change at any time at our sole discretion.

    3. Fees payable on each transaction will be deducted from you Agrospace Wallet at the completion of each transaction. Your new balance on completion of the transaction shall be notified to you by SMS.

    4. Except as may otherwise be notified, fees are inclusive of all applicable taxes including Value Added Tax at the prevailing rate

15. CONSENT TO ELECTRONIC NOTICES

    You agree that we may provide to you notices and other information concerning us or our platform and services electronically, including notice to any email address that you may provide.

16. SUSPENSION, TERMINATION AND FREEZING

    1. Digitized Agrospace Limited reserves the right at our sole discretion to suspend or terminate the agreement if you use our platform and services for unauthorized purposes.

    2. You acknowledge that we may be compelled by law to suspend and/or freeze your Agrospace Wallet or decline to execute your transaction requests if there are reasonable grounds to suspect that a Agrospace Wallet has been, is being, may be used to receive or send funds in connection with any criminal or fraudulent activity.

    3. We may, at our discretion, close your Agrospace Wallet at any time for any reason upon giving one (1) weeks’ notice to you and making reasonable attempts to reach you. In such circumstances, you shall be entitled to the balance of any funds remaining in your Agrospace Wallet.

    4. We may send notices to you at any postal address provided by you or electronically by SMS to your mobile telephone number with which you registered on our platform.

    5. This agreement terminates automatically upon the death of the Agent who has signed up to use our platform and services.

17. INVESTIGATION

    Agrospace may investigate any suspicious activity on our platform and services and, depending on the outcome of such investigation, may escalate the suspicious activity to the relevant law enforcement authority.

18. DISCLAIMER AND WARRANTIES

    1. The content of our platform is provided “as is” and without warranties of any kind, either expressed or implied. We disclaim all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. We do not warrant that the functions or content contained in this app will be uninterrupted or error-free, that defects will be corrected, or that this site or the server that makes it available is free of viruses or other harmful components. We do not warrant or make any representation regarding use, or the result of use of the content in terms of accuracy, reliability, or otherwise including the continuous, uninterrupted or secure access to our platform and services, which may be affected by factors outside Digitized Agrospace Limited’s control or may be subject to periodic testing, repair, maintenance or upgrades. The content may include technical errors and the company may make changes, or improvements at any time. You, and not us, assume the entire cost of all necessary servicing repair or correction in the event of any loss or damage arising from the use of this app or it’s content. We make no warranties that your use of the content will not infringe the rights or others and assume no liability or responsibility for errors or omissions in such content.

    2. The relationship of Digitized Agrospace Limited and the User/Agent established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to:

       1. give either party the power to direct and control the day-to-day activities of the other,

       2. constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or

       3. allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.

    3. You understand that we cannot and do not guarantee or warrant that our platform or content made available thereon will be free of any viruses, worms, trojans horses, or other codes that many manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this site for this reconstruction of any lost data. We do not assume any responsibility or risk for your use of the internet.

    4. The content, features and functionalities on our platform and services are not necessarily complete and up to date and should not be used to replace any written reports, statement, or notices provided by us.

19. LIMITATION OF LIABILITY

    1. Digitized Agrospace Limited will not be responsible for any claims whatsoever arising from your use of our platform and services.

    2. Agrospace specifically disclaims all liability for any damages or losses, including, without limitation, direct, indirect, consequential, special, incidental or punitive damages deemed or alleged to have resulted from or caused by but not limited to:

       1. transactions made to unintended recipients or payments made in incorrect amounts due to the input of incorrect information by you,

       2. Transactions made from your Agrospace Wallet by an unauthorized third party who passes all identity and verification checks,

       3. Any fraud, deception or misrepresentations by you,

       4. Any damages resulting from a recipient’s decision not to accept a transaction made by you through our platform and services,

       5. Failure of any other telecommunications or data transmission system other than our platform and services,

       6. Any result of any acts of government or authority, any act of God or force majeure.

    3. You shall not assert claims for monetary or other damages arising from our platform and services, your use thereof or its contents, facilities or functionalities. We shall not, to the fullest extent permissible in law, be liable for any indirect, special, incidental, consequential or exemplary damages whatsoever including loss of revenue, or income, pain, and suffering, emotional distress, or similar damages, resulting from the use of our platform and services.

    4. You shall not assert claims for monetary or other damages arising from our platform and services, your use thereof or its contents, facilities or functionalities. We shall not, to the fullest extent permissible in law, be liable for any indirect, special, incidental, consequential or exemplary damages whatsoever including loss of revenue, or income, pain, and suffering, emotional distress, or similar damages, resulting from the use of our platform and services.

    5. You understand and accept that to the fullest possible extent permitted in law, we accept no responsibility for any loss or damage or injury caused to you or your hardware or software.

20. INDEMNIFICATION

    You hereby agree to indemnify and hold Digitized Agrospace Limited, our parent, subsidiaries and affiliated companies and their respective directors, officers, employees and representatives, harmless from any and all claims, liabilities, litigations, costs and expenses (including but not limited to attorney fees) that you or any third party assert, or may assert, based on or relating to your use, or use by any individual using your PIN, or of our platform and services.

21. DISCLOSURE AND DATA RETENTION

    1. You hereby expressly consent and authorize Digitized Agrospace Limited to disclose any transaction data or information pertaining to your Agrospace Wallet to any law enforcement, investigative or regulatory authority including without limitation the Nigerian Police, Central Bank of Nigeria, Economic and Financial Crimes Commission, or any competent anti-money laundering authority for the purposes of any genuine enquiry or investigation or to any third party to which you have separately, either in writing or electronically through our platform and services or otherwise, authorized Digitized Agrospace Limited to disclose transaction data or information pertaining to you or your usage of our platform and services, including your Agrospace Wallet provided that any consent given to Digitized Agrospace Limited to disclose information to any third party (not being a law enforcement, investigative or regulatory authority) pursuant to this clause may be withdrawn at any time.

    2. You acknowledge that where your Agrospace Wallet is determined by a competent judicial authority as containing proceeds of any criminal or money laundering activities, Agrospace may be required by law to surrender funds in your Agrospace Wallet to any statutory fund created for the purpose of recovering the proceeds of crime.

    3. You acknowledge that Agrospace may retain your transaction data for a period of up to seven (7) years or as may be required by any law or regulation.

22. PROPRIETARY RIGHTS

    1. Using our platform and services does not give you ownership of or any rights to any materials, functionalities, operations and content on our platform and services, all of which are owned exclusively and reserved by us and protected by copyright and other intellectual property rights.

    2. Trademarks, service marks, and logos appearing on our platform and services are the property of Digitized Agrospace Limited or the party that provided the trademarks, service marks, and logos to us.

       1. Any party that provided trademarks, service marks, and logos to Digitized Agrospace Limited retains all rights with respect to any of their respective trademarks, service marks, and logos appearing on our platform and services.

    3. You acknowledge and will respect all such copyright and other intellectual property rights we own or may own in the look and feel of our platform and services and its contents including any text, graphics, data, stills, photographs and moving images. You further agree that you will not infringe our copyright by any method or manner now known or as may exist in the future.

23. RIGHTS OF THIRD PARTIES

    These terms and conditions are between you and us and not any third party, and these terms and conditions are not intended to confer any rights of any nature upon any party other than you and us and our legal associates.

24. FRAUD MITIGATION MEASURES

    For the purposes of mitigating the incidence of fraudulent activities, you hereby consent to Digitized Agrospace Limited doing the following;

    1. Maintain a record sheet showing Identification details, phone numbers and addresses of clients for whom payments and bills are processed.

    2. Ensure that all required K.Y.C. information requested at sign up is accurately recorded, with clear pictures of the account owners. Non compliance with this requirement may cause the agent’s account to be flagged as suspicious and placed on a fraud watchlist.

    3. Agents are required to flag and report in writing any suspicious transaction that they may be forced to process. Report must show phone numbers and destination account numbers of suspected fraudsters.

    4. All agents with more than 3 reported/ flagged fraud issues in a month will be flagged as suspicious accounts with accompanying penalties.

25. MISCELLANEOUS

    1. In using our platform and services, you agree you will comply with all applicable laws and regulations.

    2.  AGROSPACE may revise these Terms and Conditions of Use at any time by updating this posting.

    3. We reserve the right in our sole discretion to deny Agents access to our platform and services without notice and to decline to provide use of our platform and services to any Agent that is in breach of these terms and conditions.

    4. We shall not be liable to you for any breach of these Terms and Conditions or any failure to provide or delay in providing any service through our platform and services resulting from any event or circumstances beyond our reasonable control including without limitation, strikes, fire, explosion or accident, breakdown of systems or network access.

    5. The enforceability or otherwise of any provisions of these Terms and Conditions shall not affect the enforceability of the rest of these terms and conditions.

    6. This Agreement will not be assignable or transferable by you.

    7. You acknowledge that you are independent agents and Digitized Agrospace Limited shall not be liable for your acts or omissions.

    8. These terms and conditions will be governed and interpreted pursuant to the laws of the Federal Republic of Nigeria.

    9. Any and all disputes, claims or litigation arising from or related in any way to this Terms or any provisions herein will be resolved by mediation at the Lagos Multi Door Court House, Lagos State, Nigeria. Where such dispute persists, it shall then be resolved by Nigerian Courts in Lagos State. The parties hereby waive any objections against and expressly submit to the exclusive jurisdiction of the Nigerian Courts in Lagos State.

    10. We reserve the right to terminate your use of our platform and services if you violate these Terms and Conditions or any rules or guidelines posted on our platform and services or for any other reason in our discretion. If you have any queries or concerns relating to our platform and services or these terms and conditions please forward your query to the following email address: service@agrospaceagritech.com .

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 ​​​​    General Terms & Conditions Of Use of The

 

         Marketplace for Buyers and Sellers.                                                         

             

1. Introduction

1.1. “Agrospace Agritech” is the trading name for the Digitized Agrospace group companies listed at Appendix 1. Each Digitized Agrospace group company (“Agrospace Agritech” or “we”) operates an Agric e-commerce platform consisting of a website and mobile application (“marketplace”) together with supporting IT logistics and payment infrastructure for the sale and purchase of consumer products and services (“products”) in its allocated territory as defined at Appendix 1 (“territory”).

1.2. These general terms and conditions shall apply to buyers and sellers on the marketplace and shall govern your use of the marketplace and related services.

1.3. By using our marketplace you accept these general terms and conditions in full. If you disagree with these general terms and conditions or any part of these general terms and conditions you must not use our marketplace.

1.4. If you use our marketplace in the course of a business or other organizational project then by so doing you:

 

• • 1.4.1. Confirm that you have obtained the necessary authority to agree to these general terms and conditions;

  • 1.4.2. bind both yourself and the person company or other legal entity that operates that business or organizational project to these general terms and conditions; and

  • 1.4.3. agree that you in these general terms and conditions shall reference both the individual user and the relevant person company or legal entity unless the context requires otherwise.

2. Registration and account

2.1.  You may not register with our marketplace if you are under 18 years of age (by using our marketplace or agreeing to these general terms and conditions you warrant and represent to us that you are at least 18 years of age).

2.2. If you register for an account with our marketplace you will be asked to provide an email address/user ID and password and you agree to:

 

• • 2.2.1. keep your password confidential;

  • 2.2.2. Notify us in writing immediately (using our contact details provided at section 26) if you become aware of any disclosure of your password; and

  • 2.2.3. be responsible for any activity on our marketplace arising out of any failure to keep your password confidential and that you may be held liable for any losses arising out of such a failure.

  • 2.2.4. Your account shall be used exclusively by you and you shall not transfer your account to any third party. If you authorize any third party to manage your account on your behalf this shall be at your own risk.

  • 2.2.5. We may suspend or cancel your account and/or edit your account details at any time in our sole discretion and without notice or explanation providing that if we cancel any products or services you have paid for but not received and you have not breached these general terms and conditions we will refund you in respect of the same.

  • You may cancel your account on our marketplace by contacting us

3. Terms and conditions of sale

3.1. You acknowledge and agree that:
 

• • 3.1.1. the marketplace provides an online location for sellers to sell and buyers to purchase products;

  • 3.1.2. we shall accept binding sales on behalf of sellers but (unless Agrospace is indicated as the seller) Agrospace is not a party to the transaction between the seller and the buyer; and

  • 3.1.3. a contract for the sale and purchase of a product or products will come into force between the buyer and seller and accordingly you commit to buying or selling the relevant product or products upon the buyer’s confirmation of purchase via the marketplace.

•  

• 3.2. Subject to these general terms and conditions the seller’s terms of business shall govern the contract for sale and purchase between the buyer and the seller. Notwithstanding this the following provisions will be incorporated into the contract of sale and purchase between the buyer and the seller:

  • 3.2.1. the price for a product will be as stated in the relevant product listing;

  • 3.2.2. the price for the product must include all taxes and comply with applicable laws in force from time to time;

  • 3.2.3. delivery charges packaging charges handling charges administrative charges insurance costs other ancillary costs and charges where applicable will only be payable by the buyer if this is expressly and clearly stated in the product listing; and delivery of digital products may be made electronically;

  • 3.2.4. products must be of satisfactory quality fit and safe for any purpose specified in and conform in all material respects to the product listing and any other description of the products supplied or made available by the seller to the buyer; and

  • 3.2.5. in respect of physical products sold the seller warrants that the seller has good title to and is the sole legal and beneficial owner of the products and/or has the right to supply the products pursuant to this agreement and that the products are not subject to any third party rights or restrictions including in respect of third party intellectual property rights and/or any criminal insolvency or tax investigation or proceedings; and in respect of digital products the seller warrants that the seller has the right to supply the digital products to the buyer.

   

4. Returns and refunds

4.1. Returns of products by buyers and acceptance of returned products by sellers shall be managed by us in accordance with the returns page on the marketplace as may be amended from time to time. Acceptance of returns shall be in our discretion subject to compliance with applicable laws of the territory.

4.2. Refunds in respect of returned products shall be managed in accordance with the refunds page on the marketplace as may be amended from time to time. Our rules on refunds shall be exercised in our discretion subject to applicable laws of the territory. We may offer refunds in our discretion:

• • 4.2.1. in respect of the product price;

  • 4.2.2. local and/or international shipping fees (as stated on the refunds page); and

  • by way of store credits vouchers mobile money transfer bank transfers or such other methods as we may determine from time to time.

•  

•  

• 4.3. Returned products shall be accepted and refunds issued by Agrospace acting for and on behalf of the seller. Notwithstanding paragraphs 4.1 and 4.2 above in respect of digital products or services and fresh food Agrospace shall issue refunds in respect of failures in delivery only. Refunds of payment for such products for any other reasons shall be subject to the seller’s terms and conditions of sale.
  
  4.4. Changes to our returns page or refunds page shall be effective in respect of all purchases made from the date of publication of the change on our website.

   

5. Payments

5.1. You must make payments due under these general terms and conditions in accordance with the Payments Information and Guidelines on the marketplace.

6. Store Credit

6.1. Store Credits may be earned and managed in accordance with the Agrospace Store Credit Terms and Conditions as may be amended from time to time. Agrospace reserves the right to cancel or withdraw Agrospace store credit rewards for any reason in its discretion including if we suspect fraud or foul play. You can view Reward Store Credit terms and conditions on our website

7. Promotions

7.1. Promotions and competitions run by Agrospace and/or other promoters shall be managed in accordance with the Promotions Terms and Conditions. You can view each Promotion's terms and conditions on our website

8. Rules about your content

8.1. In these general terms and conditions your content means:

• • 8.1.1. all works and materials (including without limitation text graphics images audio material video material audio-visual material scripts software and files) that you submit to us or our marketplace for storage or publication processing by or onward transmission; and

  • 8.1.2. all communications on the marketplace including product reviews feedback and comments.

•  

• 8.2. Your content and the use of your content by us in accordance with these general terms and conditions must be accurate complete and truthful.
  
  8.3. Your content must be appropriate civil and tasteful and accord with generally accepted standards of etiquette and behaviour on the internet and must not:

  • 8.3.1. be offensive obscene indecent pornographic lewd suggestive or sexually explicit;

  • 8.3.2. depict violence in an explicit graphic or gratuitous manner; or

  • 8.3.3. be blasphemous in breach of racial or religious hatred or discrimination legislation;

  • 8.3.4. be deceptive fraudulent threatening abusive harassing anti-social menacing hateful discriminatory or inflammatory;

  • 8.3.5. cause annoyance inconvenience or needless anxiety to any person; or

  • 8.3.6. constitute spam.

  
  
  8.4. Your content must not be illegal or unlawful infringe any person's legal rights or be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law). Your content must not infringe or breach:

  • 8.4.1. any copyright moral right database right trademark right design right right in passing off or other intellectual property right;

  • 8.4.2. any right of confidence right of privacy or right under data protection legislation;

  • 8.4.3. any contractual obligation owed to any person; or

  • any court order.

  
  
  8.5. You must not use our marketplace to link to any website or web page consisting of or containing material that would were it posted on our marketplace breach the provisions of these general terms and conditions.
  
  8.6. You must not submit to our marketplace any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
  
  8.7. The review function on the marketplace may be used to facilitate buyer reviews on products. You shall not use the review function or any other form of communication to provide inaccurate inauthentic or fake reviews.
  
  8.8. You must not interfere with a transaction by

  • 8.8.1. contacting another user to buy or sell an item listed on the marketplace outside of the marketplace; or

  • 8.8.2. communicating with a user involved in an active or completed transaction to warn them away from a particular buyer seller or item; or

  • 8.8.3. contacting another user with the intent to collect any payments.

  
  
  8.9. You acknowledge that all users of the marketplace are solely responsible for interactions with other users and you shall exercise caution and good judgment in your communication with users. You shall not send them personal information including credit card details.
  
  8.10. We may periodically review your content and we reserve the right to remove any content at our discretion for any reason whatsoever.
  
  8.11. If you learn of any unlawful material or activity on our marketplace or any material or activity that breaches these general terms and conditions you may inform us by contacting us as provided at section

   

9. Our rights to use your content

9.1 - You grant to us a worldwide irrevocable non-exclusive royalty-free license to use reproduce store adapt publish translate and distribute your content on our marketplace and across our marketing channels and any existing or future media.

9.2 - You grant to us the right to sub-license the rights licensed under section 9.1

9.3 - You grant to us the right to bring an action for infringement of the rights licensed under section 9.1

9.4 - You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.

9.5 - Without prejudice to our other rights under these general terms and conditions if you breach our rules on content in any way or if we reasonably suspect that you have breached our rules on content we may delete unpublished or edit any or all of your content.

10. Use of website and mobile applications

10.1. In this section 10 words “marketplace” and website” shall be used interchangeably to refer to Agrospace’s websites and mobile applications.

10.2. You may:

• • 10.2.1. view pages from our website in a web browser;

  • 10.2.2. download pages from our website for caching in a web browser;

  • 10.2.3. print pages from our website for your own personal and non-commercial use providing that such printing is not systematic or excessive;

  • 10.2.4. stream audio and video files from our website using the media player on our website; and

  • 10.2.5. use our marketplace services by means of a web browser subject to the other provisions of these general terms and conditions.

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• 10.3. Except as expressly permitted by section 10.2 or the other provisions of these general terms and conditions you must not download any material from our website or save any such material to your computer.
  
  10.4. You may only use our website for your own personal and business purposes in respect of selling or purchasing products on the marketplace.
  
  10.5. Except as expressly permitted by these general terms and conditions you must not edit or otherwise modify any material on our website.
  
  10.6. Unless you own or control the relevant rights in the material you must not:

  • 10.6.1 republish material from our website (including republication on another website);

  • 10.6.2. sell rent or sub-license material from our website;

  • 10.6.3. show any material from our website in public;

  • 10.6.4. exploit material from our website for a commercial purpose; or

  • 10.6.5. redistribute material from our website.

  
  
  10.7. Notwithstanding section 10.6 you may forward links to products on our website and redistribute our newsletter and promotional materials in print and electronic form to any person.
  
  10.8. We reserve the right to suspend or restrict access to our website to areas of our website and/or to functionality upon our website. We may for example suspend access to the website during server maintenance or when we update the website. You must not circumvent or bypass or attempt to circumvent or bypass any access restriction measures on the website.
  
  10.9. You must not:

  • 10.9.1. use our website in any way or take any action that causes or may cause damage to the website or impairment of the performance availability accessibility integrity or security of the website;

  • 10.9.2. use our website in any way that is unethical unlawful illegal fraudulent or harmful or in connection with any unlawful illegal fraudulent or harmful purpose or activity;

  • 10.9.3. hack or otherwise tamper with our website;

  • 10.9.4. probe scan or test the vulnerability of our website without our permission;

  • 10.9.5. circumvent any authentication or security systems or processes on or relating to our website;

  • 10.9.6. use our website to copy store host transmit send use publish or distribute any material which consists of (or is linked to) any spyware computer virus Trojan horse worm keystroke logger rootkit or other malicious computer software;

  • 10.9.7. impose an unreasonably large load on our website resources (including bandwidth storage capacity and processing capacity);

  • 10.9.8. decrypt or decipher any communications sent by or to our website without our permission;

  • 10.9.9. conduct any systematic or automated data collection activities (including without limitation scraping data mining data extraction and data harvesting) on or in relation to our website without our express written consent;

  • 10.9.10. access or otherwise interact with our website using any robot spider or other automated means except for the purpose of search engine indexing;

  • 10.9.11. use our website except by means of our public interfaces;

  • 10.9.12. violate the directives set out in the robots.txt file for our website;

  • 10.9.13. use data collected from our website for any direct marketing activity (including without limitation email marketing SMS marketing telemarketing and direct mailing); or

  • 10.9.14. do anything that interferes with the normal use of our website.

   

11. Copyright and trademarks

11.1. Subject to the express provisions of these general terms and conditions:

• • 11.1.1. we together with our licensors own and control all the copyright and other intellectual property rights in our website and the material on our website; and

  • 11.1.2. all the copyright and other intellectual property rights in our website and the material on our website are reserved.

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• 11.2. Agrospace’s logos and our other registered and unregistered trademarks are trademarks belonging to us; we give no permission for the use of these trademarks and such use may constitute an infringement of our rights.
  
  11.3. The third party registered and unregistered trademarks or service marks on our website are the property of their respective owners and we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any license to exercise such rights.

   

12. Data privacy

12.1. Buyers agree to processing of their personal data in accordance with the terms of Agrospace’s Privacy and Cookie Notice.

12.2. Agrospace shall process all personal data obtained through the marketplace and related services in accordance with the terms of our Privacy and Cookie Notice and Privacy Policy.

12.3. Sellers shall be directly responsible to buyers for any misuse of their personal data and Agrospace shall bear no liability to buyers in respect of any misuse by sellers of their personal data.

13. Due diligence and audit rights

13.1. We operate an anti-fraud and anti-money laundering compliance program and reserve the right to perform due diligence checks on all users of the marketplace.

13.2. You agree to provide to us all such information documentation and access to your business premises as we may require:

 

• • 13.2.1. in order to verify your adherence to and performance of your obligations under these terms and conditions;

  • 13.2.2. for the purpose of disclosures pursuant to a valid order by a court or other governmental body; or

  • 13.2.3. as otherwise required by law or applicable regulation.

14. Agrospace’s role as a marketplace

14.1. You acknowledge that:

• • 14.1.1. Agrospace facilitates a marketplace for buyers and third party sellers or where Agrospace is the seller of a product;

  • 14.1.2. the relevant seller of the product (whether Agrospace is the seller or whether it is a third party seller) shall at all times remain exclusively liable for the products they sell on the marketplace; and

  • 14.1.3. in the event that there is an issue arising from the purchase of a product on the marketplace the buyer should seek recourse from the relevant seller of the product by following the process set out in AGROSPACE'S DISPUTE RESOLUTION POLICY

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• 14.2. We commit to ensure that Agrospace or third party sellers as applicable submit information relating to their products on the marketplace that is complete accurate and up to date and pursuant thereto:

  • 14.2.1. the relevant seller warrants and represents the completeness and accuracy of their information published on our marketplace relating to their products;

  • 14.2.2. the relevant seller warrants and represents that the material on the marketplace is up to date; and

  • 14.2.3. if a buyer has a complaint relating to the accuracy or completeness of the product information received from a seller (including where Agrospace is the seller) the buyer can seek recourse from the relevant seller by following the process set out in the AGROSPACE'S DISPUTE RESOLUTION POLICY.

  
  
  14.3. We do not warrant or represent that the marketplace will operate without fault; or that the marketplace or any service on the marketplace will remain available during the occurrence of events beyond Agrospace’s control (force majeure events) which include but are not limited to; flood drought earthquake or other natural disasters; hacking viruses malware or other malicious software attacks on the marketplace; terrorist attacks civil war civil commotion or riots; war threat of or preparation for war; epidemics or pandemics; or extra-constitutional events or circumstances which materially and adversely affect the political or macro-economic stability of the territory as a whole.
  
  14.4. We reserve the right to discontinue or alter any or all of our marketplace services and to stop publishing our marketplace at any time in our sole discretion without notice or explanation; and you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any marketplace services or if we stop publishing the marketplace. This is without prejudice to your rights in respect of any unfulfilled orders or other existing liabilities of Agrospace.
  
  14.5. If we discontinue or alter any or all of our marketplace in circumstances not relating to force majeure we will provide prior notice to the buyers and sellers of not less than fifteen (15) days with clear guidance on the way forward for the pending transactions or other existing liabilities of Agrospace.
  
  14.6. We do not guarantee any commercial results concerning the use of the marketplace.
  
  To the maximum extent permitted by applicable law and subject to section 15.1 below we exclude all representations and warranties relating to the subject matter of these general terms and conditions our marketplace and the use of our marketplace.

   

15. Limitations and exclusions of liability

15.1. Nothing in these general terms and conditions will:

• • 15.1.1. limit any liabilities in any way that is not permitted under applicable law; or

  • 15.1.2. exclude any liabilities or statutory rights that may not be excluded under applicable law.

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• 15.2. The limitations and exclusions of liability set out in this section 15 and elsewhere in these general terms and conditions:

  • 15.2.1. are subject to section 15.1; and

  • 15.2.2. govern all liabilities arising under these general terms and conditions or relating to the subject matter of these general terms and conditions including liabilities arising in contract in tort (including negligence) and for breach of statutory duty except to the extent expressly provided otherwise in these general terms and conditions.

  
  
  15.3. In respect of the services offered to you free of charge we will not be liable to you for any loss or damage of any nature whatsoever.
  
  15.4. Our aggregate liability to you in respect of any contract to provide services to you under these general terms and conditions shall not exceed the total amount paid and payable to us under the contract. Each separate transaction on the marketplace shall constitute a separate contract for the purpose of this section 15.
  
  15.5. Notwithstanding section 15.4 above we will not be liable to you for any loss or damage of any nature including in respect of:

  • 15.5.1. any losses occasioned by any interruption or dysfunction to the website;

  • 15.5.2. any losses arising out of any event or events beyond our reasonable control;

  • 15.5.3. any business losses including (without limitation) loss of or damage to profits income revenue use production anticipated savings business contracts commercial opportunities or goodwill;

  • 15.5.4. any loss or corruption of any data database or software; or

  • 15.5.5. any special indirect or consequential loss or damage.

  
  
  15.6. We accept that we have an interest in limiting the personal liability of our officers and employees and having regard to that interest you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the marketplace or these general terms and conditions (this will not limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).
  
  15.7. Our marketplace includes hyperlinks to other websites owned and operated by third parties; such hyperlinks are not recommendations. We have no control over third party websites and their contents and we accept no responsibility for them or for any loss or damage that may arise from your use of them.

   

16. Indemnification

16.1. You hereby indemnify us and undertake to keep us indemnified against:

 

• • 16.1.1. any and all losses damages costs liabilities and expenses (including without limitation legal expenses and any amounts paid by us to any third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our marketplace or any breach by you of any provision of these general terms and conditions or the Agrospace codes policies or guidelines; and

  • 16.1.2. any VAT liability or other tax liability that we may incur in relation to any sale supply or purchase made through our marketplace where that liability arises out of your failure to pay withhold declare or register to pay any VAT or other tax properly due in any jurisdiction.

17. Breaches of these general terms and conditions

17.1. If we permit the registration of an account on our marketplace it will remain open indefinitely subject to these general terms and conditions.

17.2. If you breach these general terms and conditions or if we reasonably suspect that you have breached these general terms and conditions or any Agrospace codes policies or guidelines in any way we may:

• • 17.2.1. temporarily suspend your access to our marketplace;

  • 17.2.2. permanently prohibit you from accessing our marketplace;

  • 17.2.3. block computers using your IP address from accessing our marketplace;

  • 17.2.4. contact any or all of your internet service providers and request that they block your access to our marketplace;

  • 17.2.5. suspend or delete your account on our marketplace; and/or

  • 17.2.6. commence legal action against you whether for breach of contract or otherwise.

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• 17.3. Where we suspend prohibit or block your access to our marketplace or a part of our marketplace you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

   

18. Entire agreement

18.1. These general terms and conditions and the Agrospace codes policies and guidelines (and in respect of sellers the seller terms and conditions) shall constitute the entire agreement between you and us in relation to your use of our marketplace and shall supersede all previous agreements between you and us in relation to your use of our marketplace.

19. Hierarchy

19.1. Should these general terms and conditions the seller terms and conditions and the Agrospace codes policies and guidelines be in conflict these terms and conditions the seller terms and conditions and the  Agrospace codes policies and guidelines shall prevail in the order here stated.

20. Variation

20.1. We may revise these general terms and conditions the seller terms and conditions and the Agrospace codes policies and guidelines from time to time.

20.2. The revised general terms and conditions shall apply from the date of publication on the marketplace.

21. No waiver

21.1. No waiver of any breach of any provision of these general terms and conditions shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of these general terms and conditions.

22. Severability

22.1. If a provision of these general terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable the other provisions will continue in effect.

22.2. If any unlawful and/or unenforceable provision of these general terms and conditions would be lawful or enforceable if part of it were deleted that part will be deemed to be deleted and the rest of the provision will continue in effect.

23. Assignment

23.1. You hereby agree that we may assign transfer sub-contract or otherwise deal with our rights and/or obligations under these general terms and conditions.

23.2. You may not without our prior written consent assign transfer sub-contract or otherwise deal with any of your rights and/or obligations under these general terms and conditions.

24. Third party rights

24.1. A contract under these general terms and conditions is for our benefit and your benefit and is not intended to benefit or be enforceable by any third party.

24.2. The exercise of the parties' rights under a contract under these general terms and conditions is not subject to the consent of any third party.

25. Law and jurisdiction

25.1. These general terms and conditions shall be governed by and construed in accordance with the laws of the territory.

25.2. Any disputes relating to these general terms and conditions shall be subject to the exclusive jurisdiction of the courts of the territory.

26. Our company details and notices

26.1. You can contact us by using the contact details listed in Appendix 1.

26.2. You may contact our sellers for after-sales queries including any disputes by requesting their contact details from the Agrospace in accordance with the DISPUTE RESOLUTION POLICY pursuant to which Agrospace shall be obliged to ensure that the seller is clearly identifiable.

26.3. You consent to receive notices electronically from us. We may provide all communications and information related to your use of the marketplace in electronic format either by posting to our website or application or by email to the email address on your account. All such communications will be deemed to be notices in writing and received by and properly given to you.

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