Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and AgroBridge Africa Ltd, a company incorporated under the laws of the Federal Republic of Nigeria ("AgroBridge," "we," "our," or "us"), governing your access to and use of the digital agricultural marketplace platform accessible at www.agrobridge.com.ng and all related mobile applications and services (collectively, the "Platform" or "Services").

By registering an account, accessing, or using the Platform in any manner, you affirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, Cookie Policy, and all other policies incorporated herein by reference. These Terms apply to all users of the Platform, including buyers, farmers, logistics partners, wholesale buyers, and any other category of user.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM.

We reserve the right to amend these Terms at any time. Continued use of the Platform after notice of changes constitutes acceptance of the revised Terms.

To use the Platform, you must:

• Be at least 18 years of age, or if between 13 and 17 years of age, have explicit verifiable consent from a parent or legal guardian who accepts these Terms on your behalf.
• Have legal capacity to enter into a binding contract under Nigerian law.
• Not be prohibited from accessing or using the Services under applicable law in Nigeria or any jurisdiction in which you operate.
• Not have had a previous account suspended or terminated by AgroBridge for violations of these Terms.

By registering an account, you represent and warrant that you meet all of the above eligibility requirements. Providing false information to circumvent eligibility requirements constitutes a material breach of these Terms.

You may register an account as a Buyer, Farmer, Logistics Partner, or Business Account. The following obligations apply to all accounts:

• Accuracy of Information: You must provide accurate, complete, and current information at registration and must update it promptly if it changes. False or misleading information will result in account suspension.
• One Account Policy: Each individual or entity may only maintain one active account. Creating multiple accounts to evade restrictions or obtain unfair advantages is prohibited.
• Account Security: You are solely responsible for maintaining the confidentiality of your login credentials and for all activities conducted under your account. Notify us immediately at security@agrobridge.com.ng if you suspect any unauthorised access.
• Non-Transferability: Accounts are personal to you and may not be sold, transferred, or assigned to any other person or entity.
• Verification: We may require identity verification (KYC) at any time. Failure to complete verification when requested may result in restrictions on your account.

AgroBridge operates as a technology-enabled marketplace that facilitates direct transactions between verified farmers/suppliers and buyers. We are not a party to any transaction between users; we provide the infrastructure, escrow mechanism, and support framework that enables these transactions.

4.1 Farmer / Vendor Obligations

• Farmers must be verified and approved by AgroBridge before listing produce for sale.
• All listings must accurately describe the produce, including weight, quality grade, packaging, and available quantities.
• Farmers are responsible for ensuring that produce meets all applicable food safety standards under Nigerian law, including NAFDAC regulations.
• Farmers must fulfil confirmed orders within the agreed timeline. Repeated failure to fulfil may result in account suspension and escrow clawback.
• Farmers must provide accurate bank account details for payout disbursement and consent to identity verification.

4.2 Buyer Obligations

• Buyers must pay the full order amount (including applicable platform fees) before orders are confirmed.
• Buyers are responsible for providing accurate delivery or pickup information.
• Buyers must collect their orders within the designated pickup or delivery window. AgroBridge and farmers bear no liability for losses resulting from buyer failure to collect.
• Buyers must raise disputes within 48 hours of order delivery or the scheduled delivery date, whichever is earlier.

4.3 Group Buying

• Group Buys require a minimum participation threshold set by the organising farmer before they are confirmed.
• Buyers who join a Group Buy authorise the payment to be held in escrow pending the minimum threshold being met.
• If a Group Buy does not reach its minimum threshold within the stated period, all participant funds will be refunded in full within 5–7 working days.

4.4 Platform Role

AgroBridge acts as an intermediary platform only. We do not manufacture, store, handle, or guarantee the quality of any produce listed on the Platform except where explicitly stated. We provide the escrow mechanism and dispute resolution framework to protect all parties.

5.1 Payment Processing

All payments are processed through our approved payment gateway partners (currently Paystack). By making a payment, you also agree to the applicable terms and conditions of the relevant payment processor.

5.2 Escrow Mechanism

To protect both buyers and farmers, AgroBridge operates an escrow system:

• Upon order confirmation, buyer funds are held in escrow by AgroBridge and are not released to the farmer until delivery conditions are confirmed.
• Escrow funds will be released to the farmer within 24–72 hours after the buyer confirms delivery or after the dispute window expires without a filed dispute.
• In the event of a dispute, escrow funds are frozen pending investigation and resolution.

5.3 Platform Fees

AgroBridge charges a service fee on transactions, the current rate of which is displayed at checkout and on our Platform Settings. Fees are deducted from the farmer's payout. Buyers may also be subject to delivery or logistics fees as applicable.

5.4 Payouts

Farmer payouts are disbursed to the verified bank account on file within the timeline specified in the Farmer Agreement. AgroBridge reserves the right to withhold payouts pending resolution of active disputes or compliance investigations.

You expressly agree not to engage in any of the following activities on or in connection with the Platform. Violation of these prohibitions may result in immediate account suspension, payout forfeiture, and referral to appropriate law enforcement authorities:

• Fraud and Misrepresentation: Providing false information about your identity, produce quality, quantities, delivery status, or any other material matter.
• Money Laundering: Using the Platform for any transaction connected to the proceeds of crime or in violation of Nigeria's Money Laundering (Prohibition) Act.
• Counterfeit Goods: Listing, selling, or facilitating the sale of produce that does not meet the described specifications, is adulterated, or violates NAFDAC regulations.
• Account Manipulation: Creating multiple accounts, sharing accounts, or using automated bots or scripts to access the Platform.
• Circumventing Platform Fees: Attempting to conduct transactions outside the Platform to avoid service fees after initial contact was made through the Platform.
• Harassment and Abuse: Engaging in abusive, threatening, or discriminatory communications toward other users or AgroBridge staff.
• Intellectual Property Infringement: Using, copying, or distributing AgroBridge's intellectual property, trademarks, or proprietary content without written authorisation.
• Interference with Platform Operations: Attempting to hack, reverse engineer, disrupt, or overload the Platform or its underlying infrastructure.
• Posting Illegal Content: Uploading or transmitting any content that is illegal, defamatory, pornographic, or violates the rights of third parties.

All content, technology, design, software, trade names, trademarks, logos, and intellectual property on the Platform, including but not limited to the AgroBridge Africa name, "AB" logo, and all associated marks, are the exclusive property of AgroBridge Africa Ltd and are protected by Nigerian and international intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your personal or business purposes in accordance with these Terms. This licence does not include the right to:

• Reproduce, distribute, or create derivative works of Platform content without express written consent.
• Use our trademarks or logos in any manner that implies partnership, affiliation, or endorsement without written authorisation.
• Scrape, harvest, or extract data from the Platform using automated means.

User-generated content (product photos, farm descriptions, reviews) remains your property; however, by uploading content to the Platform, you grant AgroBridge a worldwide, royalty-free, perpetual licence to use, display, and modify such content for the purpose of operating and promoting the Platform.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE NIGERIAN LAW:

• AgroBridge provides the Platform and Services on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, whether express or implied.
• AgroBridge does not warrant that the Platform will be error-free, uninterrupted, or free from viruses or other harmful components.
• AgroBridge is not liable for the quality, safety, legality, or fitness for purpose of any produce listed or sold on the Platform.
• AgroBridge's total aggregate liability to you for any claim arising from your use of the Platform shall not exceed the total amount of transaction fees paid by you to AgroBridge in the three (3) months preceding the claim.
• AgroBridge shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, damage to reputation, or business interruption, whether arising in contract, tort, or otherwise.

Nothing in these Terms limits or excludes liability for death or personal injury caused by our negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be excluded by Nigerian law.

You agree to indemnify, defend, and hold harmless AgroBridge Africa Ltd, its directors, officers, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or the rights of any third party; (d) any produce listed or sold by you through the Platform; or (e) any content you submit to the Platform.

10.1 Termination by You

You may close your account at any time by contacting us at support@agrobridge.com.ng. Account closure does not affect any obligations arising from transactions completed before the date of closure. Outstanding payouts due to farmers will be processed; outstanding amounts owed to AgroBridge remain payable.

10.2 Suspension or Termination by AgroBridge

We may suspend or permanently terminate your account, with or without notice, if:

• You violate any provision of these Terms or any other applicable policy.
• We reasonably suspect fraudulent, illegal, or harmful activity.
• We are required to do so by applicable law or regulatory authority.
• Your account has been inactive for a continuous period exceeding 24 months.

Upon termination, your licence to use the Platform immediately ceases. AgroBridge may retain your data as required by applicable law and our data retention policy.

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles.

11.1 Informal Resolution

In the event of any dispute arising out of or in connection with these Terms or the Platform, the parties shall first attempt to resolve the matter informally by contacting legal@agrobridge.com.ng. We will endeavour to respond within14 business days.

11.2 Formal Dispute Resolution

If informal resolution fails, disputes shall be submitted to binding arbitration under the Arbitration and Conciliation Act (Cap A18, Laws of the Federation of Nigeria 2004, as amended). Arbitration shall take place in Lagos, Nigeria, and shall be conducted in English. Each party shall bear its own costs unless otherwise determined by the arbitrator.

11.3 Class Action Waiver

To the fullest extent permitted by applicable law, you agree to resolve disputes with AgroBridge on an individual basis only and not as part of any class, consolidated, or representative action.

11.4 Courts

Notwithstanding the arbitration clause, either party may seek urgent interim relief (including injunctive relief) from the High Court of Lagos State or the Federal High Court of Nigeria.

• Entire Agreement: These Terms, together with the Privacy Policy, Cookie Policy, Refund & Dispute Policy, and any other policies incorporated by reference, constitute the entire agreement between you and AgroBridge regarding your use of the Platform.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of that provision.
• Force Majeure: AgroBridge shall not be liable for delays or failure in performance resulting from circumstances beyond our reasonable control, including acts of God, war, civil unrest, government action, power outages, or telecommunications failures.
• Assignment: We may assign our rights and obligations under these Terms without your consent. You may not assign your rights without our prior written consent.
• Language: These Terms are drafted in English, which shall be the governing language of any dispute.

For questions, concerns, or legal notices under these Terms, please contact:

• Company: AgroBridge Africa Ltd
• Legal & Compliance: legal@agrobridge.com.ng
• Customer Support: support@agrobridge.com.ng
• Head Office: Lagos, Nigeria
• Branch Office: Jos, Plateau State, Nigeria
• Telephone: +234 703 891 5555