General

These terms and conditions and any additional terms such as subscription packages and pricing that will apply to your use of the Platform (together Terms) govern your relationship with agriBORA Kenya Ltd, Company Reg No. PVT-7LUZVZ2 whose registered office is at Rhapta Heights, Shiriki House,
Rhapta Road, Westlands, Nairobi Kenya, (we, our, us, agriBORA) when you use the agriBORA Platform. Please refer carefully to the relevant sections of these Terms before you start to use the Platform. By using the Platform, you (including, where applicable, the organisation you represent) will be deemed to have understood and accepted these Terms, which will form a binding agreement between you and us.

Changes to These Terms

We may revise these Terms (including by way of Additional Terms or policies) at any time by written notice to you (including via SMS). If you continue to use the Platform following receipt of such notice, you will be deemed to have accepted our revision of these Terms.

a) Registration

1. The agriBORA Platform is available only to registered users with a valid phone number.
   
   
2.  In order to register to use the Platform you must be at least 18 years of age. By registering to use the Platform, you represent and warrant that this is the case. Without prejudice to the foregoing, if reasonably requested by us or if required by Client in relation to use of a particular aspect of the Platform, you agree to promptly provide us and/or the relevant Client with a certified copy of government issued ID verifying your identity including but not limited to your age, photo and address.
   
   
3. You agree that you will provide truthful and accurate information when registering to use the Platform. The decision to accept a registration is in our discretion and we may revoke a registration at any time.
   
   
4. You may not register to use the Platform if you are already registered or if you were previously a registered user and we cancelled your account as a result of you being in breach of these Terms.
   
   
5.  You are responsible for maintaining the confidentiality of your account information, and you are solely responsible for all activities that occur under your account and for any access to or use of the Platform by you or any person or entity using your registered phone number, whether or not such access or use has been authorised by you.
   
   
6. You must immediately notify us of any unauthorised use of your account or any other breach of security. We will not be liable for any loss or damage whatsoever resulting from the disclosure of your account information contrary to these Terms.
   
   
7. You are responsible for ensuring that the information we hold about you is up to date. Please amend your details via the Platform as appropriate from time to time or contact us if you require assistance.

b) Information and data

1. The Personal Information, and all other information and data provided by the Farmer to agriBORA shall remain at all times the property of the Farmer.
2. agriBORA shall take all reasonable precautions to preserve the integrity and prevent any corruption or loss, damage or destruction of the Personal information, and all the other information and data provided by the Farmer.
3.  In the event of an opt-out by a farmer from the platform, agriBORA shall when notified in writing to do so by the Farmer and within 60 days erase and instruct all its agents, partners, subcontractors and all other third parties, erase all Farming Information.
4. All the Personal Information and all other information acquired by agriBORA from the Farmer shall be used for purposes of the Services and as provided in these Terms and shall not be further processed and disclosed without the consent of the Farmer unless it is expressly authorised in this Agreement.
5. You hereby expressly consent and authorize agriBORA to disclose, receive, record or utilize your Farming Information or information or data relating to your use of the Services:
   a. to and from any local or international law enforcement or competent regulatory or governmental agencies so as to assist in the prevention, detection, investigation or prosecution of criminal activities or fraud;
   b. to and from the agriBORA’s service providers, dealers, agents or any other company that may be or become agriBORA’s subsidiary or holding company for reasonable commercial purposes relating to the Services;
   c. to and from a Credit Reference Bureau;
   d. to agriBORA’s lawyers, auditors or other professional advisors or to any court or arbitration tribunal in connection with any legal or audit proceedings;
   e. for reasonable commercial purposes connected to your use of the Services, such as marketing and research related activities; and/or
   f. in business practices including but not limited to quality control, training and ensuring effective systems operation.
6. You agree that agriBORA may disclose details relating to your use of the Services or to any third-party including credit reference bureaus, if in agriBORA’s opinion such disclosure is necessary for the purposes of evaluating your creditworthiness or any transaction with or credit application made to agriBORA or such third party for any lawful purpose.

c) agriBORA Intellectual Property

You acknowledge that the Platform and all material published on the Platform including but not limited to text, graphics, photos, logos, button icons, images, trademarks, audio and audio visual clips, databases, data compilations, data and software (but excluding any content uploaded by users of the Platform) (together the agriBORA Content) are (as between you and us) owned and controlled by us, or licensed exclusively to us. You may not copy, adapt, display, communicate to the public or otherwise use any agriBORA Content except as enabled and permitted by the Platform from time to time.

d) Your Use of the Platform

1. You are responsible for making all technical arrangements necessary to access the Platform. You are also responsible for ensuring that all persons who access the Platform through your phone number are aware of these Terms and that they comply with them.
   
   
2.  Without limitation, you may not use the Platform:
   
   a. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
   
   b. to send, or procure the sending of, any unsolicited or unauthorised electronic communication, advertising or promotional material or any other form of similar solicitation (spam); or
   
   c. to knowingly transmit any data or send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of the Platform or any computer software or hardware
   
   
3.  You also agree not to:
   
   a. reproduce, duplicate, copy or re-sell any part of the Platform (or any content within it) in contravention of these Terms; and
   
   b. access without authority, interfere with, damage or disrupt: (A) any part of the Platform; (B) any equipment or network on which the Platform is stored; (C) any software used in the provision of the Platform; or (D) any equipment or network or software owned or used by any third party.
   
   
4. Communications must be accurate (where they state facts), be genuinely held (where they state opinions), and comply with applicable law.
   
   
5.  Communications must not: contain any material which is defamatory of any person; contain any material which is obscene, offensive, hateful or inflammatory; promote or contain sexually explicit material; promote or contain violence; include gang signs or symbols; promote or contain discrimination based on tribe, sex, religion, nationality, disability, sexual orientation or age; infringe any copyright, trade secret/know how, database right or trademark of any other person; be likely to deceive any person; be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; promote any illegal activity; be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety; be likely to harass, vilify, upset, embarrass, alarm or annoy any other person; be used to impersonate any person, or to misrepresent your identity or affiliation with any person; give the impression that they emanate from us, if this is not the case; or advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or mobile phone misuse.
   
   
6. You warrant that any such Communication complies with the set Standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of such warranty. We will not be responsible, or liable to any third party, in respect of the content of any Communication.

e) Availability of the Platform

1. To the maximum extent permitted by law, the Platform is provided on an “as is” basis without any warranties of any kind. We make no representations, warranties or guarantees of any kind regarding the availability or operation of the Platform or that the Platform will be secure, uninterrupted or free of defects.
   
   
2.  Your access to the Platform may be suspended or restricted occasionally to allow for maintenance, repairs, upgrades, or the introduction of new facilities or services. We will always try to limit the frequency and duration of any planned disruption but we will not be liable to you if for any reason the Platform is unavailable at any time or for any period.

f) No Reliance on Information

Although we make reasonable efforts to update the information on the Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on the Platform is accurate, complete or up-to-date.

g) Limitation of Liability – PLEASE READ THIS SECTION CAREFULLY

1. Nothing in these Terms excludes or limits our liability for liability that cannot be excluded or limited under applicable law.
   
   
2.  It is a condition of accessing the Platform that you accept and agree we shall not be liable for any harmful effect that accessing the Platform may have on you, and you agree that you access and use the Platform entirely at your own risk.
   
   
3. Without limitation to the generality of the foregoing, whether in contract, tort (including, without limitation, negligence), breach of statutory duty, or otherwise:
   
   a. we will not be liable to you for any loss or damage arising under or in connection with:
   
   i. use of, or inability to use, the Platform;
   
   ii. use of or reliance on any content displayed on or produced via the Platform;
   
   b. we will have no liability to you for any indirect or consequential losses of any kind or for any loss of revenue, profit, business opportunity, contracts, data or goodwill (whether direct or indirect) arising out of or in connection with these Terms and/or the Platform; and
   
   c. our total liability to you in respect of any and all loss and/or damage arising out of or in connection with these Terms and/or the Platform shall in no circumstances exceed the greater of the agriBORA Fees received by us which is directly related to the service accessed and your use of the Platform giving rise to your claim.
   
   
4. Except as expressly set out in these Terms and to the maximum extent permitted by law, we make no representations, warranties or guarantees of any kind in respect of the Platform or any content available through the Platform and all conditions, warranties and representations express or implied are hereby excluded to the full extent permitted by law.

h) Termination or Suspension

We may, in our sole discretion, terminate or temporarily suspend your account (or any part thereof) or use of the Platform without notice if you are in breach of these Terms or if we believe in our reasonable discretion that your use of the Platform is unsuitable in any way.

i) Assignment

1. We may at any time assign, mortgage, charge, subcontract, sublicense or otherwise transfer any or all of our rights and obligations under these Terms.
   
   b. You may not assign, mortgage, charge, subcontract, sublicense or otherwise transfer any of your rights or obligations under these Terms without our prior written consent.

j) Miscellaneous

1. If any provision or part of a provision of these Terms is held to be illegal, invalid, unenforceable or against public policy pursuant to a final adjudication by a court of competent jurisdiction, such provision will be deemed severed from these Terms and the remainder of these Terms will remain in full force and effect.

2. These Terms, and the documents referred to in them, constitute the entire agreement between you and us in relation to the subject matter of these Terms and supersede and extinguish any prior agreement in respect of the same.

3. Subject to clause point 4 below, you agree that these Terms are governed by the law of the republic of Kenya and you consent to the courts of Kenya having exclusive jurisdiction over any disputes arising in respect of or in relation to these Terms and your use of the Platform.

4. Nothing in clause 3 above shall (or shall be construed so as to) limit our right to bring a suit, action or proceeding (Proceeding) against you in the courts of any country in which you have assets or in any other court of competent jurisdiction nor shall Proceedings we institute in any one or more jurisdictions preclude us from instituting Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

Last Updated: 31 January 2024. agriBORA Kenya Ltd, all rights reserved.