Terms of Sponsorship

Groupfarma is an offshoot of Timesellers Limited. The website groupfarma.com.ng is therefore run by the company.

1. INTRODUCTION

a. This agreement outlines the terms and conditions (the “Terms”) between you (“investor”, ‘sponsor’ “you”) and Timesellers Limited (“Timesellers Limited”, the “Company”, “we”, or “us”) under which you agree to sponsor third party farmers to cultivate farm plots through our website (the “Platform”).

b. It is important that you read these Terms carefully. We strongly recommend that you seek independent advice when considering whether to sponsor a farmer with your money through the Platform.

c. We do not provide any advice, nor do we make any recommendations to you. The Company solely allows you to sponsor a 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 farm through the Platform meets your required risk levels and objectives, and you should only commit such funds that you are able to financially bear the risk of losing considering your other financial commitments. By using the Platform, you confirm that you have the necessary experience and knowledge to understand the risks involved.

d. You confirm your agreement to these Terms either by registering as a sponsor on our website or by signing a copy of these Terms.

e. 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.

2. LEGAL AND REGULATORY INFORMATION

a. Timesellers Limited is a company registered in Nigeria with its address at 6, Ajayi Aina Street, Gbagada, Lagos

3. SPONSORSHIP TERMS

a. The Investor shall invest the sum agreed as specified in advertised available farms, for an agreed farming cycle

b. The Investor shall make payment via the payment processor on the website or into the corporate account of Timesellers Limited as follows; Timesellers Limited

c. Timesellers Limited shall be responsible for the management and profitability of the farm and at the end of the farming cycle, credit the account of the investor with the sum invested and returns thereof subject to appropriate tax deductions

d. The duration of the investment shall be for a minimum of the farming cycle with an option of renewal thereafter with the mutual consent of both parties.

e. In the event of any disagreement between the Parties concerning, touching on, or related to the execution, implementation or interpretation of this agreement, the Parties shall first submit the dispute to their solicitors for resolution and shall in good faith give every necessary assistance to their solicitors in order to find a resolution thereto before exploring any other methods of resolving the dispute

f. Where, after 14 days of notification of the other party or the other party’s solicitor of the need to resolve a dispute, the dispute has not been resolved, the complaining party is at liberty to explore other means of resolving same;

g. Any party seeking to terminate this agreement shall give the other party at least One month’s notice in advance and the said withdrawing party shall fulfil any outstanding obligation he/it has before the agreement will be terminated. Groupfarma reserves the right to make any due refund to a Terminating party at such time that it may deem fit to be convenient for Groupfarma subject to a deduction of an administrative fee

h. This Agreement constitutes the entire agreement between the parties hereto with respect to the matters contained herein, and supersedes and overrides any prior or other agreements, representations, warranties, understandings and explanations between the parties hereto with respect to the matters contained in this Agreement;

i. The invalidity or unenforceability of any provision or part thereof of this Agreement shall not affect the validity or enforceability of any other provision and such invalid or unenforceable provision shall be deemed severed from the remaining provisions herein and such remaining provisions shall continue in full force and effect;

j. No waiver of any breach of any provision of this Agreement will be effective or binding unless in writing and signed by party purporting to give the same and will be limited to the specific breach waived unless otherwise provided in the written waiver.

k. The investor acknowledges that he does not own any of the farms cultivated and are only entitled to the proceeds of any farming cycle participated in.

4. 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.

a. you are of sound mind and have the capacity to enter into these Terms;

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

c. 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 returns earned;

d. you have carefully considered the risks involved with using the Platform and the Services and also the risks associated with any form of cash contribution or donation;

e. you will only sponsor with your legally earned 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.

f. you are not using any illegal funds or attempting to launder by sponsoring a farm

g. if you are registering or accepting these Terms on behalf of a legal entity such as a company, trust or partnership, or a minor or any legally disabled person, 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

h. 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.

5. ACCESS AND USE

a. The Platform and Website is, at all times, subject to our Website Terms of Use.

b. 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.

c. If you suspect that your secure access to the Platform has been compromised in any way, it is your responsibility to contact us. d. You confirm that you will only use our Platform for the purposes set out in these Terms.

e. 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 Website.

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

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

h. 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.

6. ANTI-MONEY LAUNDERING

a. Where we discover that the Platform is being used to launder money or for any suspicious transactions, we have an obligation to report your activities to the relevant authorities without recourse to you.

b. The Company reserves the right to require additional information and means of identification from a Sponsor when there is any form of discrepancy in the name of the Sponsor vis-à-vis the profile of the payer vis-à-vis the profile of the receiving account of the Sponsor

7. FOREIGN EXCHANGE RISK

a. 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.

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

c. 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.

d. 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.

8. TERM AND TERMINATION

a. 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.

b. These Terms may be superseded by any amended Terms.

c. These Terms may be terminated by you provided that you have no outstanding sponsored farming cycle. Notice of termination must be provided in writing to care@groupfarma.com.ng

9. PRIVACY

a. 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.

10. INDEMNITY

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:

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

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

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

d. 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;

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

f. 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

11. DISPUTE RESOLUTION

This Agreement shall be governed by the Laws of the Federal Republic of Nigeria. Any dispute arising out of this Agreement, which cannot be settled, by mutual agreement/negotiation within 30 days shall be referred to arbitration by a single arbitrator at the Lagos Court of Arbitration (“LCA”) and governed by the Arbitration and Conciliation Act, Cap A10, Laws of the Federal Republic of Nigeria.The arbitrator shall be appointed by the Parties, where Parties are unable to agree on the choice of an arbitrator, the choice of arbitration shall be referred to the LCA.The findings of the arbitrator and subsequent award shall be binding on the Parties and may be enforced through a Nigerian court of law. Each Party shall bear its cost in connection with the Arbitration.

12. APPLICABLE LAW

This Agreement shall be interpreted and governed by the laws in force in the Federal Republic of Nigeria. The Parties submit to Arbitration and waive any objections based upon venue.

13. CONTACT US

If you have any question regarding this Agreement, or comments about the Site or its contents should be directed to care@groupfarma.com.ng