Partner & Marketplace Terms of Use

1. Introduction

These Partner & Marketplace Terms of Use (“Terms”) govern access to and participation in the EXCELAGROVC AI-Powered Digital Agriculture Infrastructure Platform (“Platform”).

The Platform is operated by:

Excel Agro Value Chain Nigeria Limited (EXCELAGROVC)
Registered Address: No. 1, Ojonugwa Edmond-Ekele Close, Opposite 500 Housing Units, By Mobile Filling Station, Ganaja-Ajaokuta Road, Lokoja, Kogi State.
Website: https://www.excelagrovc.com
Email: enquiry@excelagrovc.com

The Platform may connect:

• farmers;
• cooperatives;
• agricultural MSMEs;
• suppliers;
• buyers;
• aggregators;
• processors;
• logistics providers;
• off-takers;
• financial institutions;
• insurers;
• technology providers;
• government institutions;
• development organisations; and
• other approved agricultural ecosystem participants.

2. Acceptance of Terms

By registering, accessing, listing products or services, purchasing products, accepting a partnership arrangement or otherwise using the Platform, you agree to these Terms and any service-specific terms that apply to your activities.

If you do not agree to these Terms, you should not use the relevant Platform service.

3. EXCELAGROVC’s Role

EXCELAGROVC operates the digital infrastructure that facilitates connections, information exchange, transactions, agricultural services and ecosystem coordination.

Unless expressly stated otherwise, EXCELAGROVC is not:

• the producer of goods listed by independent sellers;
• the owner of all products listed on the Marketplace;
• the carrier of goods sold by third-party sellers;
• the insurer of marketplace transactions;
• a bank;
• a lender;
• an investment manager;
• a payment institution; or
• a regulator.

Where a service is supplied by a licensed third party, that third party remains responsible for its regulated activity.

4. Account Registration

Users may be required to provide accurate information when registering.

EXCELAGROVC may require verification of:

• identity;
• business registration;
• agricultural activities;
• physical location;
• contact details;
• licences or permits;
• product information;
• bank/payment information; and
• other relevant information.

EXCELAGROVC may suspend or refuse an account where information is materially false, fraudulent, incomplete or misleading.

5. Account Security

Users are responsible for protecting their account credentials.

Users must promptly notify EXCELAGROVC where they suspect:

• unauthorised access;
• account compromise;
• fraudulent activity; or
• misuse of account information.

6. Partner Eligibility

EXCELAGROVC may enter into relationships with:

• financial institutions;
• insurers;
• technology companies;
• telecommunications providers;
• aggregators;
• processors;
• agricultural input companies;
• logistics businesses;
• buyers;
• off-takers;
• development organisations;
• government agencies; and
• other ecosystem organisations.

EXCELAGROVC may conduct due diligence before onboarding a strategic partner.

7. Partner Onboarding

A partner may be required to provide:

• corporate registration information;
• ownership information;
• licences and regulatory approvals;
• tax information;
• business references;
• authorised representatives;
• technical information;
• compliance information;
• service descriptions;
• pricing information; and
• other relevant documentation.

8. Partner Representations

Each partner represents that:

• it is legally authorised to enter into the relationship;
• information supplied to EXCELAGROVC is materially accurate;
• it has the authority to provide products/services offered through the Platform;
• it will comply with applicable laws;
• it will comply with applicable data-protection requirements;
• it will not knowingly provide fraudulent or misleading information; and
• it will maintain any licence required for activities it performs.

9. Partner Responsibilities

Partners shall:

• provide accurate information;
• honour accepted commercial commitments;
• maintain appropriate service standards;
• comply with applicable laws and regulations;
• protect customer information;
• notify EXCELAGROVC of material changes affecting their services;
• cooperate in complaint resolution;
• maintain relevant licences and permits; and
• refrain from conduct that could materially damage users or EXCELAGROVC.

10. Financial Services Partners

Banks, lenders, payment companies and other financial institutions participating through the Platform remain responsible for their regulated services.

A financial institution may independently determine:

• whether to onboard a customer;
• whether to approve a facility;
• pricing;
• interest or fees where applicable;
• repayment conditions;
• transaction limits;
• risk assessment; and
• applicable compliance requirements.

EXCELAGROVC does not guarantee that a user will receive financing.

11. Insurance Partners

Where insurance products are made available through the Platform:

• the relevant insurer remains responsible for underwriting;
• the insurer determines policy terms;
• the insurer determines claims in accordance with the policy;
• insurance coverage is subject to the applicable policy documents; and
• EXCELAGROVC does not guarantee the acceptance or settlement of a claim.

12. Technology Partners

Technology partners may provide:

• cloud services;
• connectivity;
• software;
• APIs;
• analytics;
• IoT;
• cybersecurity;
• identity verification;
• payment infrastructure; or
• other technical services.

Technology partners must comply with applicable contractual, privacy and security obligations.

13. Government and Development Partners

Government institutions and development organisations may participate in programmes facilitated through the Platform.

The existence of a government or development partnership does not constitute an endorsement of every commercial participant on the Platform unless expressly stated.

14. Partner Branding

Partners may use EXCELAGROVC branding only with EXCELAGROVC’s written permission.

EXCELAGROVC may similarly use partner branding only according to the applicable partnership agreement.

No party may represent itself as an agent, employee or legal representative of the other without express authorisation.

15. Partner Data Access

Partners will receive only the data reasonably required for their authorised activities, subject to applicable law and relevant consent or other lawful basis.

Partners must not:

• sell Platform user information without lawful authority;
• use information for unrelated purposes;
• attempt to re-identify properly anonymised datasets;
• transfer data unlawfully; or
• provide data to unauthorised parties.

16. Marketplace

The EXCELAGROVC Marketplace may enable participating users to buy, sell, source or otherwise transact in agricultural goods and services.

Potential categories may include:

• seeds;
• fertiliser;
• agricultural inputs;
• machinery and equipment;
• livestock-related products;
• animal feed;
• farm produce;
• processed agricultural products;
• logistics services;
• agricultural services;
• storage;
• processing;
• aggregation; and
• other approved products and services.

17. Seller Eligibility

Sellers must provide accurate information concerning:

• identity;
• products;
• quantities;
• prices;
• quality;
• availability;
• origin;
• delivery arrangements;
• licences or certificates where required; and
• applicable warranties or guarantees.

18. Product Listings

All Marketplace listings must be truthful, accurate and sufficiently detailed.

Listings should include, where applicable:

• product name;
• description;
• quantity;
• unit of measurement;
• price;
• location;
• condition;
• production or harvest information;
• relevant dates;
• delivery terms;
• applicable taxes or charges;
• return conditions; and
• other material information.

Marketplace participants must not publish deceptive, fraudulent or materially misleading information.

The FCCPC has specifically emphasised clear terms, disclosure of prices, accurate product information and accessible complaint resolution for e-commerce.

19. Pricing

Sellers are responsible for the accuracy of their stated prices.

Where additional charges apply, including:

• delivery;
• handling;
• packaging;
• taxes;
• platform fees; or
• other charges,

such charges should be disclosed before the transaction is completed.

20. Prohibited Products and Activities

The following may not be offered on the EXCELAGROVC Marketplace:

• illegal goods;
• counterfeit goods;
• stolen goods;
• fraudulent products;
• products whose sale is prohibited by law;
• unsafe or unlawfully supplied agricultural inputs;
• unapproved products requiring regulatory approval where such approval has not been obtained;
• misleading financial or investment products;
• products infringing intellectual-property rights; and
• any other category prohibited by EXCELAGROVC or applicable law.

EXCELAGROVC may remove any listing that it reasonably believes violates these Terms or applicable law.

21. Agricultural Inputs

Sellers of agricultural inputs are responsible for ensuring that their products comply with applicable Nigerian requirements.

Sellers must not make unsupported representations concerning:

• yield;
• disease control;
• safety;
• performance;
• regulatory approval;
• suitability; or
• guaranteed agricultural outcomes.

22. Product Quality

Sellers remain responsible for ensuring that products offered are:

• accurately described;
• fit for their represented purpose;
• appropriately packaged;
• legally supplied; and
• delivered in the agreed condition.

23. Buyer Responsibilities

Buyers must:

• provide accurate order information;
• use products according to applicable instructions;
• honour accepted purchase commitments;
• make payments as required;
• inspect goods where appropriate; and
• report legitimate complaints promptly.

24. Order Acceptance

An order placed through the Marketplace does not necessarily constitute acceptance by the seller until the order is confirmed.

EXCELAGROVC may notify users where an order is:

• accepted;
• rejected;
• unavailable;
• delayed; or
• cancelled.

25. Payment

Payments may be processed through EXCELAGROVC’s approved payment partners or other authorised payment service providers.

Where a third-party payment provider processes the transaction, that provider’s applicable terms may also apply.

EXCELAGROVC will not request users to disclose PINs, passwords, one-time authentication codes or other confidential payment credentials through ordinary customer-support communications.

26. Delivery and Logistics

Unless otherwise agreed, the seller is responsible for making products available for delivery according to the agreed transaction terms.

Where EXCELAGROVC or an approved logistics partner facilitates delivery, responsibility will depend on the applicable service arrangement.

Delivery times may be affected by:

• weather;
• road conditions;
• security conditions;
• distance;
• harvest timing;
• logistics availability;
• force majeure; and
• other circumstances beyond reasonable control.

27. Returns, Cancellations and Refunds

Returns, cancellations and refunds shall be governed by:

• the seller’s disclosed policy;
• the transaction terms;
• applicable EXCELAGROVC Marketplace rules; and
• applicable Nigerian consumer-protection law.

Where consumers have statutory cancellation, return, refund or other rights, these Terms do not remove such rights.

The FCCPC states that Nigerian consumers have statutory protections concerning disclosure, cancellation, returns, fair dealings and product/service quality.

28. Dispute Resolution

EXCELAGROVC encourages parties to first attempt good-faith resolution of disputes through the Platform’s complaint mechanism.

A dispute may involve:

• seller;
• buyer;
• logistics provider;
• payment provider; or
• EXCELAGROVC,

depending on the nature of the issue.

Where EXCELAGROVC is only the Platform provider, EXCELAGROVC may facilitate communication without assuming responsibility for obligations belonging to the seller, buyer or third-party service provider.

29. Marketplace Complaints

Complaints may be submitted through:

EXCELAGROVC Customer Support: enquiry@excelagrovc.com
Telephone: 08098953334, 08121746855
Platform Support: https://www.excelagrovc.com/contact-us/

Complaints should contain sufficient information to enable investigation.

EXCELAGROVC may request supporting documents, photographs, transaction references, invoices or other evidence.

30. Monitoring and Moderation

EXCELAGROVC may monitor Platform activity for legitimate purposes including:

• fraud prevention;
• compliance;
• security;
• quality control;
• dispute resolution;
• misuse detection; and
• Platform integrity.

EXCELAGROVC may remove, restrict or suspend content, listings or accounts that violate these Terms or applicable law.

31. Suspension or Termination

EXCELAGROVC may suspend or terminate access where:

• a user violates these Terms;
• fraud is suspected;
• information is materially false;
• a partner loses a required licence;
• an activity creates material legal or security risk;
• the account is used unlawfully;
• a security threat exists; or
• suspension is otherwise reasonably necessary to protect the Platform or its users.

Where appropriate, EXCELAGROVC may provide an opportunity to respond or resolve the issue.

32. Intellectual Property

Unless otherwise agreed:

EXCELAGROVC retains rights in:

• the EXCELAGROVC brand;
• Platform software;
• Platform architecture;
• proprietary algorithms;
• EXCELAGROVC-developed workflows;
• EXCELAGROVC databases to the extent permitted by law;
• documentation;
• design;
• interfaces;
• trademarks;
• domain names;
• methodologies; and
• other EXCELAGROVC intellectual property.

Users and partners retain their pre-existing intellectual property.

Any jointly developed intellectual property will be governed by a separate written agreement.

33. User Content

Where users submit:

• photographs;
• descriptions;
• product information;
• agricultural reports;
• comments;
• testimonials;
• videos;
• documents; or
• other materials,

they represent that they have the necessary rights to submit such material.

EXCELAGROVC may use submitted material for legitimate Platform, verification, support, marketing or operational purposes subject to applicable privacy, consent and contractual restrictions.

34. No Guarantee of Commercial Success

EXCELAGROVC does not guarantee that a user will:

• obtain financing;
• sell a product;
• receive an insurance policy;
• secure a buyer;
• achieve a particular crop yield;
• receive investment;
• obtain a particular marketplace price; or
• achieve a particular commercial result.

35. Agricultural and AI Information

Information supplied through the Platform may include AI-generated or third-party information.

Users should independently verify material decisions concerning:

• planting;
• crop protection;
• livestock;
• veterinary matters;
• financing;
• insurance;
• logistics;
• contracts; or
• commercial transactions.

36. Limitation of EXCELAGROVC’s Role

Nothing in these Terms transfers responsibility for a third-party service to EXCELAGROVC unless EXCELAGROVC expressly accepts that responsibility in writing.

Where a bank, insurer, payment provider, logistics company, supplier or seller provides a service directly to the user, that party remains responsible for its contractual obligations.

Nothing in these Terms shall exclude or limit any liability that cannot lawfully be excluded or limited.

37. Compliance with Law

All users and partners must comply with applicable Nigerian laws and regulations, including those relating to:

• data protection;
• consumer protection;
• taxation;
• agriculture;
• product safety;
• intellectual property;
• financial services;
• insurance;
• payments;
• electronic transactions;
• anti-fraud requirements; and
• other applicable regulatory obligations.

38. Anti-Fraud and Anti-Bribery

Participants must not use the Platform to:

• facilitate fraud;
• launder money;
• impersonate another person;
• manipulate transactions;
• provide false information;
• make unlawful payments;
• conceal beneficial ownership;
• manipulate agricultural records; or
• engage in corrupt or deceptive conduct.

EXCELAGROVC may suspend an account and cooperate with competent authorities where legally required.

39. Confidentiality

Partners may receive confidential commercial, technical, operational or strategic information.

Such information must not be disclosed or used outside the authorised purpose except:

• with permission;
• under a contractual obligation;
• as required by law; or
• where the information is already lawfully public.

40. Data Protection

All users and partners accessing personal data through the Platform must comply with EXCELAGROVC’s Privacy Policy and Data & Consent Policy and applicable data-protection law.

Unauthorised downloading, copying, disclosure or commercial exploitation of personal data is prohibited.

41. Platform Availability

EXCELAGROVC will seek to maintain reliable Platform availability but does not guarantee uninterrupted or error-free operation.

Temporary unavailability may occur because of:

• maintenance;
• upgrades;
• telecommunications failure;
• power interruptions;
• cybersecurity incidents;
• third-party service interruptions;
• regulatory requirements; or
• circumstances beyond EXCELAGROVC’s reasonable control.

42. Force Majeure

EXCELAGROVC will not be responsible for failure or delay caused by circumstances beyond its reasonable control, including natural disasters, extreme weather, war, civil disturbances, widespread network outages, governmental actions, epidemics, major infrastructure failures or similar events.

43. Changes to the Terms

EXCELAGROVC may amend these Terms from time to time.

Material changes will be communicated through the Platform or other appropriate channels.

Continued use of the Platform after the effective date of an updated version may constitute acceptance where legally permitted.

44. Governing Law

These Terms shall be governed by the laws of the Federal Republic of Nigeria.

Where a particular service is governed by a separate contract, that contract will apply to the extent of any inconsistency.

45. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall continue to operate to the extent permitted by law.

46. Entire Agreement

These Terms, together with applicable service-specific terms, privacy notices, consent notices and written agreements, constitute the governing contractual framework for the relevant Platform activity.

Where a separately executed agreement exists between EXCELAGROVC and a strategic partner, that agreement shall prevail over these general Terms to the extent of an inconsistency.

47. Contact

Excel Agro Value Chain Nigeria Limited (EXCELAGROVC)

Address: No. 1, Ojonugwa Edmond-Ekele Close, Opposite 500 Housing Units, By Mobile Filling Station, Ganaja-Ajaokuta Road, Lokoja, Kogi State.
Website: https://www.excelagrovc.com
Email: enquiry@excelagrovc.com
Privacy Email: privacy@excelagrovc.com
Customer Support: enquiry@excelagrovc.com, 08098953334, 08121746855

END OF PARTNER & MARKETPLACE TERMS