Terms of Investment
Please read these terms and conditions carefully, as they set out our and your legal rights and obligations in relation to crowd-funding of our projects. You will be asked to agree to these terms and conditions before investing in a project.
These terms and conditions are available in the English language only. You should print a copy of these terms and conditions for future reference.
This agreement outlines the terms and conditions (the “Terms”) between you (a "Sponsor", an “Investor”, “<You”) and IFARM AGRITECH LIMITED (trading as “Ifarm360”, the “Company”, “We”, or “Us”) under which you agree to invest in third party farmers to cultivate farm plots through our website www.ifarm360.com (the “Platform”).
1. Definitions and Interpretations
1.1 In the Agreement:
"Company" means IFARM AGRITECH LIMITED, a limited liability company incorporated in Kenya under the Companies Act, 2015 having its registered office at Senteu Plaza, Kilimani, Nairobi, Kenya.
"Investor" means the individual, partnership or corporate entity identified
"Agreement" means the agreement between the Company and the Investor made under these terms and conditions, and any amendments to that agreement;
"Application Form" means web form published by the Company enabling individuals and organisations to apply to become Investors of the Project or Farm(s);
"Contribution" means the amount payable by the Investor to the Company under or in relation to the Agreement;
“Platform” refers to the Sitewww.ifarm360.com which is provided by the Company.
"Project" means Farm(s) or Farming Cycle publicized on the Platform by the Company and is the subject of the Agreement (and may be the subject of other agreements entered into by the Company with additional third-party Investors);
"Total Unit" means the minimum aggregate contributions required before a Farming Cycle will be undertaken, as published on the Platform and varied in accordance with Clause 3;
"Yield/Profit" means the rewards detailed in Clause 5;
“Contract Time (Period)” means the effective duration of the contract between the Company and the Sponsor which takes effect from the time the Farming Cycle begins to the Completion and share of rewards as per Clause 5
2.1 The Agreement will come into force upon the Contribution by the Investor to the Company and Receive the Receipt, following the Investor's acceptance of these terms and conditions.
2.2 The Agreement will continue in force until the later of:
(a) the completion of the Project; and
(b) aggregation of yields/profit shared as per Clause 5
3. The Project
3.1 At any time before the Project Funding is complete, the Company may publish an amended specification on the Platform.
3.2 The Company must give to the Investor written notice of any change to the Farming Cycle or Completion date under this Clause 3.
3.3 The Company may sub-contract any of its obligations under the Agreement without obtaining the consent of the Investor.
3.4 The Company will use reasonable endeavours to complete the Project within the stipulated duration
3.5 The Investor acknowledges and agrees these Points in Agreement
4. Investment Terms
4.1 The Investor will receive periodic updates on the status of the Project by email. The updates are also available on the Platform’s user account
4.2 You are entitled to request for a physical visit to your invested farm, but you must provide a 7 day notice to schedule a visit
4.3 The Investment contribution per farm unit covers all costs for a complete farming cycle and will be used to pay costs related to the lease of land for farming, farm preparation, seeds and fertilizers, training and extension services, and the cost of supervision and administration.
4.4 You acknowledge that by investing in a farm, your contribution is held and unavailable for you for the entire duration of the Project and the Company nor its Partners can or will refund your contribution until the successful completion of the Project (i.e., farming cycle)
4.5 Nothing in this agreement will serve to assign, allocate or transfer ownership of an invested farm cultivated under this agreement to the Investor you are only entitled to the proceeds of any Farming Project as outlined in Clause 5
5.1 Any profits from a successful Farming Cycle of your Sponsored farm will be paid back through an electronic wallet on the Platform upon completion of the Farming Cycle, i.e. when the produce is harvested, aggregated and sold.
5.2 The Profit will be shared between Investor, Farmer, and the Company according to a pre-determined model calculated for each Project
5.3 Investors will be paid profit based on their contributions
6. Contributions and Payments
6.1 The Investor must pay the Contribution to the Company in accordance with the terms of this Clause 6.
6.2 All Contribution amounts are stated exclusive of VAT, unless the context requires otherwise.
6.3 The Company may issue an invoice for the Contribution to the Investor at any time after the Fund Credited to the Company Account.
6.4 The Sponsor can pay the Contribution to the Company via the Online Payment gateway provided on the Platform or any other means as specified by the Company and suitable for the Investor
6.5 The principal amount paid by the Investor (i.e., Contribution) will be paid back to the Sponsor in totally at the completion of the Project as defined in Clause 2.2 unless the Investor decides to reinvest the said amount, and notify the Company in writing or by email about the same
7. Representations and Warranties
The Investor represents and warrants to the Company that:
7,1 You’re over 21 years
7.2 All personal information that you provide about yourself is accurate and true to the best of your knowledge
7.3 You’re of sound mind and have capacity to enter into this Agreement
7.4 You have carefully considered the risks involved with using the Platform 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;
7.5 You are not using any illegal funds or attempting to launder by investing in a farm or Project
7.6 You are not breaching any laws or regulations that are applicable to you in your jurisdiction or any company, trust or partnership upon whose behalf you are acting.
8. Access and Use
8.1 The Platform and Site is, at all times, subject to our Website Terms and Conditions of Use. We refer you to read this in detail.
8.2 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.
8.3 If you suspect that your secure access to the Platform has been compromised in any way, it is your responsibility to contact us.
8.4 You confirm that you will only use our Platform for the purposes set out in these Terms.
8.5 You confirm that you will not attempt to gain unauthorised 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 Site.
8.6 Access to the Platform may be restricted at the discretion of the Company, particularly during periods of maintenance and upgrades.
9. Limitations and Exclusions of Liability
9.1 Nothing in the Agreement will:
(a) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(b) limit any liability of a party in any way that is not permitted under applicable law; or
(c) exclude any liability of a party that may not be excluded under applicable law.
9.2 The Company will not be liable to the Investor in respect of any loss of profits, income, revenue, use, production or anticipated rewards.
9.3 The Company will not be liable to the Investor for any loss of business, contracts or commercial opportunities.
9.4 The Company will not be liable to the Investor for any loss of or damage to goodwill or reputation.
9.5 The Company will not be liable to the Investor in respect of any special, indirect or consequential loss or damage.
9.6 The Company will not be liable to the Investor for any losses arising out of a Force Majeure Event.
10. Foreign Exchange Risk
10.1 Where an Investor contributes in a currency other than the Kenya Shillings (KES), foreign exchange gain or loss and fluctuations in currency rates may have an impact on the profit made on such contribution by the Sponsor.
10.2 The Investor understands and agrees to be liable for any resulting deficit this might have on contributions made or profits earned.
11.1 This Agreement valid for one and every Individual Project as mentioned in the Invoice
11.2 The Agreement may also terminate in accordance with Clause 3.3.
12. Dispute Resolution
12.1 This Agreement shall be governed by the Laws of the Republic of Kenya. Any dispute arising out of this Agreement, which cannot be settled, by mutual agreement/negotiation within 30 days shall be referred to arbitration within the jurisdiction of the Republic of Kenya and governed by the Constitution of Kenya 2010, the Arbitration Act 1995 and the Nairobi Centre for International Arbitration Act 2013.
12.2 The arbitrator shall be appointed by the Parties
12.3 The findings of the arbitrator and subsequent award shall be binding on the Parties and may be enforced through a Kenyan court of law. Each Party shall bear its cost in connection with the Arbitration.
13. Contact Us
Any question(s) regarding this Agreement, or comments about the Platform or its contents should be directed to firstname.lastname@example.org
This document was last updated in March 2020