Terms of Service

1. Introduction

Welcome to Agrexa SaaS ("the Platform"), a cloud-based software-as-a-service solution operated by Agrexa Technologies Ltd. ("Company", "we", "us", or "our"), a company registered under the laws of the Republic of Ghana with its principal office in Accra.

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and the Company governing your access to and use of the Platform, including any associated mobile applications, APIs, and related services. By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use the Platform.

2. Service Description

The Platform provides an institutional-grade operating system for agricultural supply chain management, specifically designed for agribusinesses, commodity aggregators, and agricultural organisations operating in West Africa. Core capabilities include:

• Farmer registration, profiling, and relationship management
• Contract lifecycle management for crop procurement
• Delivery tracking, quality grading, and warehouse management
• Payment processing and disbursement via integrated mobile money and bank transfer providers
• AI-powered yield predictions, credit scoring, risk assessment, and quality detection
• Input credit management and repayment tracking
• Analytics dashboards, reporting, and EUDR compliance tools
• Multi-tenant organisation management with role-based access control

3. Account Registration and Security

3.1. To access the Platform, you must register an organisation account and provide accurate, complete, and current information. You are responsible for maintaining the accuracy of your registration information.

3.2. You are responsible for safeguarding the credentials used to access the Platform and for all activities that occur under your account. You must notify us immediately at security@agrexa.com if you suspect any unauthorised use of your account.

3.3. Each user account is personal and may not be shared. Organisation administrators may create additional user accounts with appropriate roles and permissions as provided by the Platform.

4. User Responsibilities

As a User of the Platform, you agree to:

• Use the Platform only for lawful purposes and in compliance with all applicable laws and regulations, including the laws of Ghana
• Ensure that all data entered into the Platform, including farmer records, contract details, delivery information, and financial data, is accurate and obtained with appropriate consent
• Maintain the confidentiality and security of your account credentials
• Not attempt to gain unauthorised access to any part of the Platform, other user accounts, or related systems
• Not reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform
• Not use the Platform to transmit any malicious code, viruses, or harmful data
• Not use automated tools (bots, scrapers, crawlers) to access the Platform without prior written consent
• Comply with all applicable data protection laws when processing personal data of farmers and other individuals through the Platform

5. Data Usage and Privacy

5.1. Your use of the Platform is also governed by our Privacy Policy, which describes how we collect, use, store, and protect personal data.

5.2. You retain ownership of all data you input into the Platform ("Customer Data"). We do not claim ownership of your Customer Data and will only process it as necessary to provide the Platform services and as described in our Privacy Policy and Data Processing Agreement.

5.3. We may use anonymised and aggregated data derived from your use of the Platform to improve our services, develop AI models, and generate industry insights. Such data will not identify you, your organisation, or any individual farmer.

5.4. Enterprise customers may enter into a Data Processing Agreement for additional data protection guarantees.

6. Payment Terms

6.1. Access to the Platform is provided on a subscription basis. Pricing is determined by your selected plan tier (Basic, Professional, or Enterprise), the number of registered farmers, and billing cycle (monthly, quarterly, or annually).

6.2. All fees are quoted in USD and may be paid in supported local currencies (GHS, NGN, KES, and others) at the prevailing exchange rate at the time of payment.

6.3. Payments are processed through our integrated payment providers, including Paystack, Flutterwave, and Hubtel. You agree to comply with the terms of service of the applicable payment provider.

6.4. Subscription fees are due in advance at the beginning of each billing cycle. Failure to pay within seven (7) days of the invoice date may result in suspension of your access to the Platform.

6.5. All fees are exclusive of applicable taxes, levies, and duties. You are responsible for any taxes applicable to your use of the Platform in your jurisdiction.

7. Subscription and Cancellation

7.1. New organisation accounts receive a 14-day free trial period. During the trial, you may use the Platform with Basic tier features. No payment is required during the trial.

7.2. You may upgrade or downgrade your subscription plan at any time. Upgrades take effect immediately, and any price difference is prorated. Downgrades take effect at the start of the next billing cycle.

7.3. You may cancel your subscription at any time by contacting us at billing@agrexa.com or through the Platform's account settings. Cancellation takes effect at the end of the current billing period. No refunds are provided for partial billing periods.

7.4. Upon cancellation or termination, you will have thirty (30) days to export your Customer Data. After this period, we reserve the right to delete your data in accordance with our data retention policy.

8. Intellectual Property

8.1. The Platform, including its software, design, algorithms, AI models, documentation, logos, trademarks, and all related intellectual property, is and remains the exclusive property of Agrexa Technologies Ltd. and its licensors.

8.2. Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your internal business operations during the subscription term.

8.3. You may not copy, modify, distribute, sell, lease, sublicence, or create derivative works of the Platform or any part thereof without our prior written consent.

9. Service Availability and Support

9.1. We strive to maintain 99.9% uptime for the Platform. However, we do not guarantee uninterrupted or error-free access and may need to perform scheduled or emergency maintenance.

9.2. We will provide reasonable notice of scheduled maintenance windows. Enterprise customers with active SLAs receive guaranteed response times and dedicated support channels as specified in their service agreement.

9.3. Support is provided via email at support@agrexa.com and through the in-app help centre during business hours (Monday to Friday, 08:00 - 18:00 GMT).

10. Limitation of Liability

10.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.2. AI-powered features, including yield predictions, credit scores, risk assessments, and quality detections, are provided as decision-support tools and should not be relied upon as the sole basis for business decisions. We do not guarantee the accuracy of AI predictions.

10.3. IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY.

10.4. Our total aggregate liability arising from or relating to these Terms or the Platform shall not exceed the total fees paid by you to us during the twelve (12) months immediately preceding the event giving rise to the claim.

11. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) any data you submit to the Platform.

12. Termination

12.1. We may suspend or terminate your access to the Platform immediately and without prior notice if you materially breach these Terms, fail to pay subscription fees, or engage in activities that threaten the security or integrity of the Platform.

12.2. Upon termination, your right to use the Platform ceases immediately. Sections relating to intellectual property, limitation of liability, indemnification, governing law, and data retention survive termination.

13. Governing Law and Dispute Resolution

13.1. These Terms are governed by and construed in accordance with the laws of the Republic of Ghana, without regard to its conflict of laws provisions.

13.2. Any disputes arising from or relating to these Terms or the Platform shall first be attempted to be resolved amicably through good-faith negotiation between the parties for a period of thirty (30) days.

13.3. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration under the rules of the Ghana Arbitration Centre in Accra, Ghana. The arbitration shall be conducted in English, and the decision of the arbitrator(s) shall be final and binding.

13.4. Nothing in this section prevents either party from seeking injunctive or other equitable relief from the courts of Ghana for the protection of intellectual property rights or confidential information.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or through the Platform at least thirty (30) days before they take effect. Your continued use of the Platform after the effective date of any modifications constitutes acceptance of the revised Terms.

15. General Provisions

15.1. Entire Agreement. These Terms, together with our Privacy Policy and any applicable Data Processing Agreement, constitute the entire agreement between you and the Company regarding the Platform.

15.2. Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.3. Waiver. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

15.4. Assignment. You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign our rights and obligations without restriction.

15.5. Force Majeure. Neither party shall be liable for any failure or delay in performance caused by events beyond their reasonable control, including but not limited to natural disasters, wars, government actions, pandemics, or internet outages.

16. Contact Information

For questions about these Terms of Service, please contact us at: