PURPOSE AND SCOPE
The purpose is to set forth the terms, conditions, scope, and responsibilities of the parties associated with the agricultural investment service offered by SmartFarm and subscribed to by the Investor.
SmartFarm sources funds from willing investors which is used to fund farm projects; the profits from these farms are shared between the Investors and SmartFarm, with the Investor Paid Returns on Investments (Referred to hereafter as ROI) commensurate to the farm project selected by the investor. Both parties see the benefits of these investment services, and agree to bring their unique resources together for their mutual benefits.
SmartFarm has unique expertise in cultivating and managing farm projects, post harvest handling and sales of crops, whereas Investor has funds to invest into SmartFarm Investment Service.
LEGAL AND REGULATORY INFORMATION
Anchora SmartFarm is duly registered as Business Name under Part A of Companies and Allied Matters Act, 2004 as amended, with registration number RC 1358265 and Registered Office Address at 16 Oladimeji Otiti Crescent, New Bodija Ibadan, Nigeria. SmartFarm is an agri-technology company providing innovative and digital solutions for its users to sponsor cultivation of farmlands.
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;
1. you are over the age of 21 years;
2. you are of sound mind and have the capacity to enter into these Terms and be matched to a farm;
3. all personal information that you provide about yourself is accurate and true to the best of your knowledge;
4. you hold a bank account in Nigeria 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;
5. you have carefully considered the risks involved with using the Platform, the Services and being matched to a farm and also the risks associated with any form of cash contribution or donation, including but not limited to the possibility of losing all the money you contribute;
6. 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;
7. you are not using any illegal funds or attempting to launder by sponsoring a farm;
8. 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 authorization (by way of a copy of any document which shows the valid and subsisting authorization);and
9. 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.
FOREIGN EXCHANGE RISK
Where a Sponsor contributes in a currency other than the 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 Naira based on the Central Bank of Nigeria (CBN) official exchange rate. The Sponsor who therefore enters into any transactions in currencies other than the Naira stands at risk solely 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.
TERMS AND ACONDTIONS
It is mutually understood and agreed by and between SmartFarm and Investor that:
1. SmartFarm shall pay the Investor his initial capital and the accrued ROI at the end of the investment duration for each chosen farm project.
2. The ROI’s for our various farm project ranges from a minimum of 15% to a maximum of 35% depending on the farm project, and its duration. (The different farm projects and their varying ROI’s are displayed on the SmartFarm portal www.smartfarm.com.ng)
3. ROI’s are not negotiable from the terms displayed on the SmartFarm portal. www.smartfarm.com.ng
4. In the case of crop failure or any other mishaps, SmartFarm commits to return the initial capital back to the Investor over a mutually agreed period, in clear terms, only the Investor capital is insured.
5. For Institutional Investors, each Party takes legal and financial responsibility for the actions of its respective employees, officers, agents, representatives and volunteers.
6. Each Party, at its sole cost and expense, shall subscribe to an insurance cover or self-insure to cover its activities as stated above. Such a party shall obtain, keep in force and maintain insurance or equivalent programs of self- insurance, for general liability, workers compensation, and business automobile liability adequate to cover its potential liabilities hereunder.
7. Each Party agrees to indemnify the other to the fullest extent permitted by law, from and against any and all demands, claims, actions, liability, loses, damages, costs, including reasonable attorney’s fees, arising out of or resulting from the indemnifying party’s act or omission related to its participation as stated.
8. Each Party shall bear the proportionate cost of any damage attributable to the fault of such Party, its’ Officers, Agents, Employees and Independent Contractors. It is the intention of the Parties that, where fault is determined to have been contributory, principles of comparative fault would be applied.
9. This agreement may be amended from time to time by mutual agreement of the Parties in a written modification signed by both parties.
10. This agreement may be terminated by mutual agreement of the Parties and shall automatically terminate upon completion of all responsibilities as stated herein, unless otherwise amended.
11. A Party wishing to terminate its responsibilities in this agreement may do so by given the other party (3) three months advance notice, provided that the said termination will not be effective until the scheduled activities over the project between the partners have been concluded.
1. Source for suitable arable lands for cultivation
2. Carry out farm operations that include cultivation of crops
3. Carry out post-harvest processing of crops cultivated at harvest
4. Provide bi-weekly progress reports to Investor on farm project; and on the request of Investor, arrange a guided visit to farm location at the investor’s expense
5. Sell produce to off takers
6. Pay back Investor his/her initial capital and an ROI commensurate to the Farm Project Selected by the Investor on the SmartFarm web platform- www. smartfarm.com.ng on the payback date applicable to the selected farm project.
Investor shall undertake the following activities:
1. Select desirable farm projects, read and understand its terms, investment duration and ROI’s
2. Fund selected Farm Projects
3. Pay for guided farm visits if he/she so desires.
4. Provide payment instruction for payment of initial capital and ROI.
1. The parties shall each be solely responsible for any and all costs associated with their responsibilities under this agreement.
2. This agreement shall be effective upon the date of the last party to sign below.
3. The parties indicate agreement by accepting this terms and conditions.
DISPUTE RESOLUTION CLAUSE
1. In the event of a dispute arising out of or in connection with this agreement including any question regarding its existence validity or termination, the parties shall first seek settlement of that dispute by conciliation in accordance with the Nigeria Conciliation Rules which Rules are deemed to be incorporated by reference into this clause.
2. Where more than one conciliator is appointed, parties shall be free to appoint one conciliator each but the 3rd conciliator shall be mutually appointed by the parties.
3. If the dispute is not settled by conciliation within 30 days of the appointment of the conciliator(s) or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the Nigeria Arbitration Rules which Rules are deemed to be incorporated by reference into this clause.
4. Where more than one arbitrator is appointed, parties shall be free to appoint one arbitrator each but the 3rd arbitrator shall be mutually appointed by the parties.
5. The language to be used in the conciliation and in the arbitration shall be English.
6. The governing law of this agreement shall be the substantive law of Nigeria.
7. In any arbitration commenced pursuant to this clause;
a. The number of arbitrator(s) shall be three unless parties agreed in writing that the arbitrators shall be one.
b. The seat, venue or legal place of the conciliation or arbitration shall be in Nigeria; the city of Ibadan or any other city parties shall agree in writing.