These Terms of Service ("Terms") govern your access to and use of the AgriOps platform ("Platform"), operated by AgriOps Technologies Limited ("AgriOps", "we", "us", or "our"), a company registered in Nigeria at No 25, Temple Road, Jos, Plateau State, Nigeria.

By creating an account or using the Platform, you ("Customer") agree to be bound by these Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

1. Definitions

• Platform — the AgriOps web application and any associated APIs made available at app.agriops.io.
• Customer — the organisation that subscribes to the Platform.
• Authorised Users — employees or contractors of the Customer granted access by the Customer.
• Customer Data — all data uploaded, entered, or generated by the Customer and its Authorised Users within the Platform.
• Subscription — the tier and term under which the Customer accesses the Platform.

2. Access and Accounts

Access to the Platform requires a valid Subscription, approved pilot arrangement, or other written onboarding approval from AgriOps. The Customer is responsible for all activity that occurs under its accounts, including the acts and omissions of its Authorised Users. Each Authorised User must keep their credentials confidential. The Customer must notify us immediately of any suspected unauthorised access.

We reserve the right to suspend any account that we reasonably believe has been compromised or is being used in violation of these Terms.

3. Subscription and Payment

Subscription fees, payment terms, and renewal conditions are set out in the order form or pricing page agreed between the parties. All fees are exclusive of applicable taxes. Failure to pay may result in suspension or termination of access after reasonable notice.

4. Permitted Use

The Customer may use the Platform solely for its internal supply chain management and regulatory compliance operations. The Customer may not:

• Resell, sublicense, or provide access to the Platform to third parties outside its organisation;
• Reverse engineer, decompile, or attempt to extract the source code of the Platform;
• Use the Platform to process data on behalf of third parties as a bureau or managed service without a separate written agreement;
• Use the Platform in any way that violates applicable law or regulation.

5. Customer Data

The Customer retains all ownership of and responsibility for Customer Data. By using the Platform, the Customer grants AgriOps a limited licence to store, process, and transmit Customer Data solely to provide the Platform services.

AgriOps will not use Customer Data for any purpose other than providing and improving the Platform, as further described in the Privacy Policy and Data Processing Agreement.

6. Data Security

AgriOps implements reasonable technical and organisational measures to protect Customer Data against unauthorised access, alteration, or destruction. A summary of our current security controls is available on request. The Customer is responsible for maintaining the security of its own systems and Authorised User credentials.

7. Availability and Support

We aim to maintain Platform availability but do not guarantee uninterrupted access. We will use reasonable efforts to notify Customers in advance of scheduled maintenance. Our support channels and response commitments are set out in the applicable Subscription tier.

8. Intellectual Property

AgriOps and its licensors own all intellectual property rights in the Platform, including all software, design, documentation, and underlying technology. Nothing in these Terms transfers any IP rights to the Customer. The Customer retains all IP rights in Customer Data.

9. Confidentiality

Each party agrees to keep confidential the other party's non-public business information disclosed in connection with these Terms, and to use it only for the purposes of these Terms. This obligation does not apply to information that is publicly known, independently developed, or required to be disclosed by law.

10. Warranties and Disclaimers

AgriOps warrants that the Platform will perform materially in accordance with its documentation under normal use. To the fullest extent permitted by law, the Platform is otherwise provided "as is". AgriOps does not warrant that the Platform will be error-free or meet specific regulatory requirements of the Customer's jurisdiction beyond the EUDR compliance features described in the documentation.

The Platform is a tool to assist compliance — it does not constitute legal advice. Customers remain solely responsible for their own regulatory compliance obligations.

11. Limitation of Liability

To the fullest extent permitted by applicable law, AgriOps's total aggregate liability to the Customer in connection with these Terms shall not exceed the fees paid by the Customer in the twelve (12) months preceding the claim. AgriOps shall not be liable for any indirect, incidental, consequential, or punitive damages, including loss of profits, loss of data, or business interruption.

12. Indemnification

The Customer agrees to indemnify and hold harmless AgriOps from any claims, losses, or damages (including reasonable legal fees) arising from: (a) the Customer's use of the Platform in violation of these Terms; (b) Customer Data that infringes the rights of a third party; or (c) the Customer's violation of applicable law.

13. Term and Termination

These Terms remain in effect for the duration of the Customer's Subscription. Either party may terminate for material breach upon 30 days' written notice if the breach is not remedied within that period. Upon termination, the Customer's access will be revoked and AgriOps will make Customer Data available for export for 30 days before deletion.

14. Changes to These Terms

We may update these Terms from time to time. We will notify Customers of material changes by email or in-platform notice at least 14 days before the change takes effect. Continued use of the Platform after that date constitutes acceptance of the updated Terms.

15. Governing Law and Disputes

These Terms are governed by the laws of the Federal Republic of Nigeria. Any dispute arising out of or relating to these Terms shall first be referred to good-faith negotiation between the parties. If unresolved within 30 days, the dispute shall be submitted to binding arbitration in Lagos, Nigeria, under the Arbitration and Conciliation Act.

16. General

These Terms, together with the Privacy Policy, Data Processing Agreement, and any order form, constitute the entire agreement between the parties. If any provision is found unenforceable, the remaining provisions continue in full force. AgriOps's failure to enforce any provision is not a waiver of that right.

17. Contact

Questions about these Terms should be directed to: ops@agriops.io