www.winichfarms.com is provided by WINICH FARMS Limited.

Note that it is your responsibility to ensure that you are aware of the following terms of service prior to accessing our services, if you do not agree or cannot adhere to any terms set forth, kindly discontinue.

INTRODUCTION

This agreement outlines the terms and conditions (the "Terms") between you (a "Sponsor", "you") and Winich Farms Limited ("WINICH FARMS the "Company", "we", or "us") under which you agree to sponsor Agro-Project and third party farmers to cultivate farm plots through our website (the "Platform"). It is important that you read these Terms carefully. We strongly recommend that you seek independent advice when considering whether to sponsor a farmer or project with your money through the Platform. We do not make any recommendations to you. The Company solely allows you to sponsor a project or farm applied for by farmers on the Platform. It is your responsibility to assess whether the Platform is suitable or appropriate for your needs and any decision made to use our Services is done so entirely at your own risk. Please be aware that execution of these Terms does not imply that we have confirmed that use of the Platform and our Services are suitable or appropriate for you. We advise you to consider whether sponsoring a project or farm through the Platform meets your required risk levels and objectives. By using the Platform, you confirm that you have the necessary experience and knowledge to understand the risks involved. You confirm your agreement to these Terms either by registering as a sponsor on our website or by signing a copy of these Terms. By continuing on our website, you agree to the following terms together with the Terms of Use, consent to our privacy policy, agree to transact business with us and receive communications relating to the sponsorship electronically.

LEGAL AND REGULATORY INFORMATION

WINICH FARMS Limited is a limited liability company registered in NIGERIA (registration number BN 2647345) 16, Dare Fate avenue Ikorodu. WINICH FARMS is a top leading Agro Tech platform whose basic objective is to provide individuals an opportunity to be an active stakeholder in Agriculture as we successfully improve the standard of living of our nation and Africa at large.

SPONSORSHIP TERMS

The Sponsor will receive periodic updates on the status of the farm by email. The updates are also available on your profile on the Platform. You are expected to review all notifications, updates and reports as they represent a record of information pertaining to your sponsorship contribution during a farming cycle or Project.

You are entitled for a physical visit to your sponsored farm, however, we provide you with scheduled visit times during a particular farm cycle. All cost arrangements are borne by you.

What you contribute at the beginning of a project or farming cycle, enables us and the farmer to pay for costs related to lease additional land for farming if required, seedling/livestock, fertilizers, maintenance costs, insurance if need be and the cost of supervision and administration. All costs are included in your sponsorship contribution

You agree that by sponsoring a project or farm, your contribution is tied and unavailable for the entire duration of the cycle and neither Winich Farms Limited nor the farmers can or will refund your contribution until the successful completion of a farming cycle

You agree that upon a project or farm opening for sponsorship, the time duration for the project or farm does not begin to count from my date of sponsoring but rather from the specified date as made available on my dashboard which could range to a maximum of 21 days after sponsorship

Any profits from a successful farming cycle of a Sponsor's farm are remitted to the electronic wallet on the Platform when the produce is harvested and sold (i.e. upon completion of the farming cycle)

At the end of a successful farming cycle, you can decide whether to withdraw your funds from the farming project after notification through the Platform and it will be transferred to a bank account you provide us with or to sponsor a farm for a new farming cycle

At the end of a farming cycle, any profits made during harvest will be shared between the Sponsor, the farmer and Winich Farms Limited in a 40%:40%:20% ratio respectively.

You acknowledge that you do not own any of the farms cultivated and are only entitled to the proceeds of any farming cycle you participate in.

SPONSOR REPRESENTATIONS AND WARRANTIES

Representations and warranties are statements and promises made by you to the Company, which we rely on as being accurate in our dealings with you. You make the following representations and warranties to us at the time of agreeing to these Terms and every time you use the Platform or Services, including the time you are matched to a Loan Agreement;

- you are over the age of 18 years;

- you are of sound mind and have the capacity to enter into these Terms and be matched to a farm;

- all personal information that you provide about yourself is accurate and true to the best of your knowledge;

- you hold a bank account in your own name and will use this account to transfer money to our account when you sponsor a farm and to receive refunds of contributions made and profits earned;

- you have carefully considered the risks involved with using the Platform, the Services

- you will only ever sponsor with your own money unless you are authorized on behalf of a third party ("Third Party") and we agree that you may act on behalf of that Third Party.

- you are not using any illegal funds or attempting to launder by sponsoring a project or farm

- if you are registering or accepting these Terms on behalf of a legal entity such as a company, trust or partnership, you are legally authorized to do so and we may request evidence of such legal entitlement (by way of a copy of any document which shows the valid and subsisting authorization);and

- you are not breaching any laws or regulations that are applicable to you or any company, trust or partnership upon whose instructions you are acting.

ACCESS AND USE

The Platform and Website is, at all times, subject to our Website Terms of Use. Secure access to the Platform is provided by way of your username and password. These log-in credentials are unique to you and are the primary method of securely identifying you when delivering our Services to you. It is therefore extremely important that you keep your username and password secure at all times. If you suspect that your secure access to the Platform has been compromised in any way, it is your responsibility to contact us.

You confirm that you will only use our Platform for the purposes set out in these Terms. You confirm that you will not attempt to gain unauthorized access to the secure areas of the Website or Platform and furthermore you will not attempt to use code or software to manipulate or automate functions available on the Website

You understand that we may store your IP address information and may monitor your use of the Website in accordance with our cookie policy

Access to the Platform may be restricted at the discretion of the Company, particularly during periods of maintenance and updating

We have the right not to act on your instructions including where we deem that your instruction was not sufficiently clear, or we could not verify your identity to our satisfaction, or the instruction was not made by you, or we believe that the instruction may be related to an illegal activity.

ANTI-MONEY LAUNDERING

In using this Platform, you undertake that you shall comply with all applicable laws, including anti-money laundering and anti-corruption laws, regulations and codes in Nigeria. We reserve the right to at any time, suspend or withdraw the use of this Platform when we believe in our sole discretion that the Platform is being used for fraudulent purposes or for any suspicious transactions. In addition to the suspension or withdrawal of services, we also have an obligation to report your activities to the relevant authorities without any recourse to you.

You consent to us carrying out identity and fraud prevention checks and sharing information relating to your use of the Platform with any regulatory body, and fraud prevention, law enforcement or security agency.

You consent to us providing details to the Nigerian police or any fraud prevention, law enforcement or security agency, of any conduct on your account that gives reasonable cause to suspect that the account is being used for improper purposes.

FOREIGN EXCHANGE RISK

Where a Sponsor contributes in a currency other than the Nigerian Naira, foreign exchange gain or loss and fluctuations in currency rates may have an impact on the profit made on such contribution by the Sponsor.

All profits on contribution shall be converted and returned in Nigerian Naira based on the Central Bank of Nigeria (CBN) official exchange rate. The Sponsor therefore enters into any transactions in currencies other than the Nigerian Naira at their sole risk and shall bear all responsibilities for any gains or loss as a result.

Unexpected changes in currency exchange market conditions may have an impact on the extent of profit the Sponsor would be exposed to such as when there is an upward or downward movement in the relevant rates.

The Sponsor understands and is able to assume the risk of loss associated and agrees to be liable for any resulting deficit this might have on contributions made or profits earned

TERM AND TERMINATION

Except as otherwise terminated in accordance with the provisions below, these Terms shall commence on the date you register to sponsor a farm with the Company and shall remain valid and binding for as long as you have outstanding sponsored farming cycles.

- These Terms may be superseded by any amended Terms.

- These Terms may be terminated by you provided that you have no outstanding sponsored project or farming cycle. Notice of termination must be provided in writing to info@winichfarms.com.

- These Terms may be terminated by the Company at any time without notice.

PRIVACY

You confirm that you have read and understood the Company's Privacy Policy which provides information on how we use and store the personal information that you provide to us and you further acknowledge that the Company may amend and update this policy from time to time.

Insurance

Projects and Farm plots would be insured following how relevant we consider it. Where Winich Farms Limited makes a claim under the insurance policy, and the insurance claim is settled by the insurance company, Winich Farms Limited shall pass on the benefits of such claims to Subscribers in the proportion of their Subscription Contribution in any affected Project or Farm

Indemnity

Subject to paragraph 10 (Insurance) and any insurance claims settled, you agree that the Company has no obligation to reimburse or indemnify you for any cost, loss or liability which is incur as a result of the failure of a farm or Project to yield according to expectations.

You agree to indemnify and hold harmless the Company, any farmer, and all our other agents or sub-contractors, against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties and legal and other reasonable professional costs and expenses) suffered or incurred as a result of:

- your fraudulent or illegal use of the Platform, the Services or the Website;

- your negligence or any default by you of any of these Terms or the terms of any Loan Agreement to which you are matched;

- any inaccurate or incomplete information that you have knowingly provided to us;

- your allowing any other person to access your account either with your permission or as a result of your failure to keep your username and password private;

- any service that you have offered, whether with or without our permission, to another third party using our Platform, Services or Website;

- any claim made against you for actual or alleged infringement of the Company’s Intellectual Property Rights or any actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Services or your use of the Platform.

Limitation of Liability

In no event shall Winich Farms, its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Field Agent Aggregator Service Agreement

This Field Agent Aggregator Service Agreement (“Agreement”) is made effective as of the date of the last signature (Effective Date”) and entered into by and between Winich Farms Limited, registered under the laws of the Federal Republic of Nigeria, with its business address at 7a MilvertonRoad, Ikoyi, Lagos ("the Company") and _______________, of____________________________(“Agent”).

2. Engagement:

The Company hereby engages the Agent as a non-exclusive independent contractor for the provision of agent services to the Company as described in clause 3 below. This Agreement will be effective from __________, __________ and shall continue until terminated in connection with clause 12 below.

3. Services:

Produce aggregation for the states
Devise strategic plan for buying of produce
Report price change to state lead daily
Create data base of farmers and Aggregators
Sourcing of farmers and agribusinesses locations
Registration of farmers on platform
The Agent shall provide various services to the Company in relation to or for the purpose of gathering, collection and aggregation of bags of farm produce ("Produce") from farmers at communicated farms locations and onward delivery of same Agent centres set by the Company, subject to the standard terms and conditions contained herein ("Services"). The services are further and bettere described in Schedule A to this Agreement. The Agent agrees to perform the Services on a non-exclusive basis in exchange for the Commission. The Services shall be performed on a continuing basis and shall be performed and paid for per Produce Aggregated.

4. Commission:

In consideration of the Services, the Agent shall be entitled to a commission in the manner stated in Schedule B to this Agreement (the" Commission "). The Commission shall be payable within two (2) weeks of the completion of the services and shall be variable subject to the performance of the Agent. The Company reserves the right to reduce the Commission payable with notice to the Agent.

5. Availability and Accountability:

The The Agent shall be generally accessible by phone during the period of aggregation of Produce or as required for the proper performance of the Services. The Agent shall, in the performance of the duties which form part of the Services report directly to a designated Company Supervisor and diligently carry out the duties and functions, exercise the powers and comply with the instructions assigned or given by the Company. The principal duties and responsibilities of the Agent as set out in Schedule A may be amended or modified by the Company from time to time either by notice in writing or verbal communicaitons(in cases of minor amendments). The Agent shall be accountable to the company and shall do everything within their power to provide true and accurate information and representations regarding their dealings in regards to the Services.

6. Company Property:

The Agent shall be responsible for ensuring the safety, proper use, maintenance and preservation of all work materials provided to them in connection with the provision of the Services or for this Agreement. Such materials may include but shall not be limited to laptops and electronic gadgets, work tools, office materials, aggregation items, support items and any Company-owned items ("Company Property”). The Agent shall be responsible for any damage, loss, destruction or compromises to Company Property, except where they are the result of usual wear or tear, resulting from acts of God or do not occur as a result of the actions, omissions, negligence or recklessness of the Agent.

7. Loss, Reduction or Damage to Produce:

All Produce collected and aggregated by the Agent per Schedule A below shall be weighed and recorded by the Agent before onward dispatch.Where there is a loss of any Produce or reduction in the weight or composition of any Produce aggregated by the Agent, or if any damage to the Produce is recorded to have occurred as a result of any action or omission of the Agent in performance of the Service, the Agent shall forfeit the Commission in respect of such Produce and shall pay to the Company an amount equal to the value lost in respect of the Produce. The Agent shall have full responsibility for the Produce per the Services and shall pay, remedy or indemnify the Company for any other direct losses or damages to Produce in line with clause 16 below.

8. Probation:

The Agent will be placed on a probation period of 6 (six) months commencing on the Effective Date, from which time the Agent's performance will be evaluated on a regular basis. At the end of the probation period, the Company shall based on its sole evaluation of the Agent’s performance during the probationary period, either confirm this Agreement, extend the probationary period or disengage the Agent from the Company without notice.

9. Compliance:

Notwithstanding anything contained in this Agreement to the contrary, the Agent shall be required to comply with all laws and governmental regulations applicable to the Agreement during, in connection with and for the duration of this Agreement.

10. Taxes and Fees:

All local taxes and fees chargeable on the commission and all transaction fees emanating from the Agent’s bank connected to the fulfilment of payment under this Agreement shall be borne exclusively by the Agent, except for those legally required to be charged to the Company.

11. Independent Contractor Status and Non-Exclusivity:

In providing Services to the Company, the Agent shall be an exclusive independent contractor and shall not be deemed an employee of the Company. The Agent shall not be entitled to benefits designated as accruing to employees of the Company, except to the extent expressly stated herein. Neither Party shall have any authority to make statements, representations or commitments of any kind or take any actions binding on the other Party, except as specifically provided in this Agreement or agreed by the Parties in writing. The Agent shall be free to undertake jobs or provide services to third parties, provided that the Agent shall be available, without fail and without complaint, upon request by the Company, in respect of Services covered under this Agreement.

12. Termination:

This Agreement shall terminate in any of the manners stated below:
12.1 By either Party, with or without cause, upon a one (1) month notice of intention to terminate the Agreement or upon payment of one (1) month’s service fee to the other in lieu of notice, in the period of the Probationary Period.
12.2 Automatically, without need for further action by either party, on the day immediately following the last day of the Probationary Period, where the conditions stated under clause 7 above are not satisfied.
12.3 By either party, with or without cause, upon a one (1) month notice of intention to terminate the Agreement or upon payment of one (1) month’s service fee to the other in lieu of notice, in the period after the Probationary Period.
12.4 By the Company with notice, where the Agent breaches any material obligations stated in this Agreement, without remediation of same after an initial ten (10) days’ notice of breach or where remediation shall not be sufficient as the Company may decide.
12.5 Automatically upon the effluxion of the tenure of engagement, except both Parties agree to renew the Agreement on terms to be agreed.

13. Obligations Upon Termination:

Upon termination of this Agreement, the Agent shall immediately return to the Company all documents, records, correspondence, identity Cards, complimentary cards, confidential information, and any other asset or information within the Agent’s possession relating to the affairs and business of the Company, whether or not they were directly supplied by the Company to the Agent; and irretrievably delete any information relating to the business of the Company or stored on any magnetic or optical disk or memory and all matters derived from such sources which are in the Agent’s possession or under the Agent’s control.

14. Confidential Information:

Any information and/or data (herein after the “Confidential Information”), of any kind whatsoever (including, but not limited to, financial, technical and/or commercial information and/or data) contained in or on any type of medium whatsoever, provided to the Agent or to which the Agent may have access for the purposes of this Agreement, must be treated as strictly confidential and used exclusively for this Agreement, to the exclusion of any other uses. Any Confidential Information provided by the Company will remain the property of the Company.

15. Assignment:

The Agent shall not assign or subcontract all or any part of this Agreement without the Company’s prior written approval. Where the Agent assigns or subcontracts any part of this Agreement, the Agent shall bind every assignor or subcontractor to terms equivalent to those contained in this Agreement.

16. Ownership of Produce:

Ownership of Produce aggregated by Agents shall lie in the farmers from whom such Produce was received at first instance up and until the Produce has been successfully delivered to, confirmed and acknowledged by the Company. Accordingly, liability for such Produce shall rest with the farmer and the Agent until the delivery and vetting of the Produce.

17. Indemnity:

The Agent hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors and employees from and against all damages, claims, demands, liabilities, actions, proceedings, losses, and costs, which may be incurred by the Company arising from the actions of the Agent or resulting from a breach of its obligations under this Agreement

18. Anti-Corruption and Fraud:

The Agent shall not, directly or indirectly, make any payment or give a gift or give anything of value (or offer, promise or authorize any such payment or gift) to; (a) any government official or officer or employee of any government department, agency, company or parastatal; (b) any political party or official or candidate thereof; (c) any official of a public international organization, or (d) any director, officer or employee of the Company, in an attempt to influence any decision or otherwise gain favour for or with the Company in violation of any applicable law. The Agent shall also ensure that they do not in the performance of the Services or in the course of the relationship covered by this Agreement, undertake any fraudulent acts, whether to the detriment of the Company, or any third party, including amongst others, by way of obtaining under false pretence, fraudulent misrepresentation or conversion of goods or money. Where the Agent undertakes any fraudulent act in the course of their relationship with the Company, the Company shall be at liberty to withhold any incentive or commission due or to become due to the Agent, in addition to exercising all legal rights available to it under applicable civil and criminal law.

19. Governing Law and Dispute Resolution:

This Agreement shall be governed by the laws of the Federal Republic of Nigeria. Any dispute, controversy or claim arising out of or relating to the performance of this Agreement, or the breach, termination, or validity of this Agreement, shall be settled by mutual discussion by both Parties. Any dispute that cannot be settled by mutual discussion within fourteen (14) days after notification of the dispute, shall be referred to mediation conducted by the Parties’ legal representatives. If the legal representatives are unable to reach an understanding after fourteen (14) days, the dispute shall be resolved by final and binding arbitration conducted by a single arbitrator appointed by the Parties hereto in line with the provisions of the Arbitration and Conciliation Act Cap A18, Laws of the Federation of Nigeria 2004.

20. Force Majeure:

None of the Parties shall be liable for any failure to perform its obligations in connection with this Agreement if such failure results from any Act of God such as flood, earthquake, riot, war, civil unrest, epidemics, pandemics, government order, strikes etc. but excluding negligence (“Force Majeure Event”). On the occurrence of a Force Majeure Event, the affected Party shall give written notice to the other Party within forty-eight (48) hours, specifying to all reasonable details, the matters constituting the event of Force Majeure and shall, where possible, use reasonable measures to mitigate the effect of the Force Majeure. Should the Force Majeure Event persist for a continuous period of more than fourteen (14) days, the Parties or their legal representatives shall enter bona fide discussions with a view to alleviating the effect of the Force Majeure Event or to agreeing upon such alternative arrangements as may be reasonable in the circumstance. If a Party’s performance is delayed by such a Force Majeure Event for a period extending five (5) days of the commencement of bona fide discussions, the other Party may terminate this Agreement upon written notice to the effect.

IN WITNESS WHEREOF, the Parties have executed this Agreement in the manner below, the day and year written above.

Sealed and Delivered by the within-named Winich Farms Limited:	Signed, Sealed and Delivered by the within-named __________________________:
______________________ Name: Title:	______________________ Signature

Disclaimer

Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. Winich Farms, its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

CONTACT US

If you have any question regarding this agreement, or comments about the site or its contents should be directed to info@winichfarms.com.

This document was last updated on 11th March, 2019