Parties:

• AGROWEX (Pty) Ltd (hereinafter referred to as "AGROWEX"), a company duly registered in South Africa, with its principal place of business at [Insert AGROWEX Address].
• [Participant Name/Entity Name] (hereinafter referred to as the "Participant"), with its principal place of business/residential address at [Insert Participant Address].

WHEREAS:

• AGROWEX operates a digital platform, the AGROWEX App, which facilitates the offtake of agricultural produce.
• The Participant is engaged in the production of agricultural produce and desires to utilize the AGROWEX App for the sale of their produce.
• AGROWEX desires to provide the Participant with access to the AGROWEX App for the purpose of facilitating such sales, subject to the terms and conditions herein.
• This agreement incorporates elements of an Offtake Contract Management Plan (OCMP) to ensure effective risk management, knowledge transfer, and communication regarding the offtake process facilitated through the AGROWEX App.

1. Introduction & Purpose

1. Guiding Principles: This Digital Offtake Service Agreement serves as a guiding document for the offtake contract request process facilitated by the AGROWEX App. It aims to ensure that relevant issues are identified and addressed throughout the lifecycle of the offtake process conducted via the App.
2. Risk Management: This Agreement acts as a risk management tool by outlining the responsibilities and obligations of the Participant in the sales process conducted through the App.
3. Knowledge Transfer: This Agreement provides a documented understanding of the offtake process and the terms governing the relationship between AGROWEX and the Participant in the context of the App.
4. Information for Stakeholders: This Agreement informs AGROWEX's management of the contract administration process, performance expectations (where applicable within the App's functionality), and any relevant risks associated with facilitating the connection between Participants and Buyers.
5. Purpose and Audience:
   • Participant (Offtake Contract Requester/Owner): To understand the terms and conditions governing the sale of their Produce through the AGROWEX App, including listing requirements, sales processes, and financial obligations to AGROWEX.
   • AGROWEX Operations Managers and Executive: To provide a framework for managing the relationship with Participants, understanding the service provision, and managing associated risks.
   • AGROWEX Internal Audit Function: To describe the processes and associated documentation related to the facilitation of offtake through the App.

2.Definitions:

• App: Refers to the AGROWEX digital application accessible on various devices.
• Offtake: The process of selling and purchasing agricultural produce facilitated through the App.
• Produce: The agricultural goods offered for sale by the Participant through the App.
• Offer Price: The price per unit of Produce as listed by the Participant on the App.
• Unit: The designated measurement for the Produce (e.g., kilograms, units, bags).
• Buyer: An individual or entity purchasing Produce through the App.
• Sales Transaction: An agreement between the Participant and a Buyer for the purchase of Produce initiated through the App.
• Service Fee: The fee charged by AGROWEX for facilitating the Offtake, as outlined in Schedule A.
• Gross Profit: The Total Revenue from a Sales Transaction minus the Participant Production Cost (as defined within the App).
• Licensing Fee: A fee payable to AGROWEX, calculated as a percentage of the Gross Profit, as outlined in Schedule A.
• Total Revenue: The total amount payable by the Buyer for the Produce in a Sales Transaction (Number of Units × Offer Price).
• Participant Production Cost: The cost incurred by the Participant in producing the Produce offered for sale, as calculated and recorded within the App (where such functionality exists). The Participant is responsible for the accuracy of this information.
• Purchase Agreement: The legally binding agreement between the Participant and a Buyer for the sale and purchase of Produce, the terms of which are outlined in Section 5.
• Key Deliverables: For the purpose of this agreement, the Key Deliverable from the Participant is the provision of accurately described and quality Produce as listed on the App, and the fulfilment of the Sales Transaction with the Buyer.
• Contract Term: This Agreement shall commence upon the Participant's registration on the AGROWEX App and shall continue until terminated as per Section 9.
• KPI (Key Performance Indicators): For AGROWEX, KPIs may include App usage by Participants, volume of transactions facilitated, and Participant satisfaction. For the Participant, KPIs relate to their sales volume and successful fulfilment of orders.

3. Background

• 3.1 Context: AGROWEX provides a digital platform to connect agricultural producers (Participants) with potential buyers, facilitating the offtake of their Produce. This Agreement outlines the terms under which Participants can utilize the App for sales.
• 3.2 Key Documentation: The Participant acknowledges that their use of the AGROWEX App and participation in Offtake is subject to this Agreement and the AGROWEX App's general Terms of Use (available within the App). The Participant is responsible for maintaining accurate records related to their production and sales. AGROWEX will maintain digital records of transactions facilitated through the App.

4. Purpose and Objectives

• 4.1 Purpose: This Agreement outlines the terms and conditions under which AGROWEX will provide a digital platform (the App) to facilitate the sale of the Participant's Produce to Buyers. It defines the responsibilities of both parties in this process.
• 4.2 Objectives:
  • To provide the Participant with a digital channel to market and sell their Produce.
  • To facilitate connections between Participants and Buyers.
  • To establish the financial obligations of the Participant to AGROWEX for the services provided.
  • To outline the terms governing the sales transactions between the Participant and Buyers initiated through the App.
• 4.3 Alignment to Strategic Objectives: AGROWEX aims to support the agricultural sector by providing efficient market access for producers. The Participant's objective is to effectively sell their Produce, potentially aligning with broader agricultural or business plans.
• 4.4. Offtake process
  • Offtake Request:
    • Detail: Buyers or agents initiate the process by completing a digital form on the AGROWEX platform. This form details the specific requirements for raw inputs, final product requisition (feedstock/biowaste), including product specifications, letters of intent, and proof of funds (or a bank comfort letter) as attachments.
    • Output: A formal digital Offtake Request with comprehensive supporting documentation.
  • Review In Progress:
    • Detail: AGROWEX procurement specialists and agronomists conduct a due diligence review of the Offtake Request. This step assesses the validity and overall viability of the request from an agricultural and procurement perspective.
    • Output: A determination of the Offtake Request's viability.
  • Negotiation:
    • Detail: AGROWEX specialists directly engage with the offtaker (buyer/agent). The goal is to negotiate and finalize all specification requirements, terms, and conditions to ensure the offtake is feasible and profitable for potential farmers.
    • Output: Finalized specifications, terms, and conditions agreed upon with the offtaker.
  • Planning:
    • Detail: Following successful negotiation, the AGROWEX team finalizes the production planning cost estimation, farmer profitability forecasting, and the Offtake Contract Management Plan. This comprehensive plan and cost estimates are then communicated with the offtaker for agreement and commitment.
    • Output: A finalized Offtake Contract Management Plan, agreed production plan, cost estimates, and profitability forecast, with commitment from the offtaker.
  • Submitted:
    • Detail: The finalized Offtake Request, along with all supporting documents and the agreed plan, is forwarded to the AGROWEX Commercial team.
    • Output: The complete Offtake Request package submitted for commercial assessment.
  • Publish:
    • Detail: The Commercial team conducts a commercial validation of the Offtake Request. If deemed viable, the offtake is published on the AGROWEX platform, inviting applications from farmers. The system performs a pre-selection of potentially suitable farmers based on the initial assessment.
    • Output: A published Offtake opportunity on the AGROWEX platform, visible to farmers, with a pre-selected list of potential participants.
  • Contracting:
    • Detail: Interested farmers meeting the offtake criteria apply, submitting their farm capacity and field information. AGROWEX procurement specialists review applications, selecting the most appropriate farmers based on verified profiles, documents, compliance, infrastructure, and assessment status. Selected farmers receive a Letter of Intent, production plan, profitability breakdown, and the Offtake Contract Management Plan. Contracting is then finalized and uploaded.
    • Output: Signed Offtake contracts with selected farmers uploaded onto the system.
  • Active:
    • Detail: Once all contracts and Offtake Management Plans are finalized, signed, and uploaded, the Offtake Request is routed to the Commercial team for final review and approval. Upon approval, the offtake is activated on the system to track all farm activities as per the Offtake Management Plan.
    • Output: The Offtake is activated on the AGROWEX system for live tracking.
  • Delivery Tracking:
    • Detail: Throughout the production lifecycle, the offtaker receives progress updates. Farmers provide daily updates on the app, which the system consolidates and analyses. Risks and issues are managed collaboratively. At harvest, each delivery schedule is tracked and reported by drivers and farmers on the system, providing transparent delivery tracking and invoicing per delivery to the offtaker's site.
    • Output: Real-time production progress tracking, proactive risk management, and transparent delivery and invoicing data.
  • Closed:
    • Detail: After all planned deliveries are completed, the Commercial team conducts a final evaluation, assessment, and rating of the entire offtake. This is captured on the system and submitted to senior management for appraisal. Upon submission, the offtake status is updated to "Closed," preventing further modifications.
    • Output: A final evaluation and rating of the offtake, recorded on the system, with the Offtake Request status set to "Closed."

5. Payment Terms and Arrangements (Between Participant and AGROWEX):

• 5.1 Service Fee: AGROWEX shall charge a Service Fee for facilitating the Offtake through the App. The details of the Service Fee structure are outlined in Schedule A.
• 5.2 Licensing Fee: In addition to the Service Fee, a Licensing Fee, calculated as a percentage of the Gross Profit from each Sales Transaction, shall be payable to AGROWEX. The percentage for the Licensing Fee is outlined in Schedule A. The Participant is responsible for accurately inputting their Production Costs
• 5.3 Calculation and Payment of Fees: The App will automatically calculate the Service Fee and Licensing Fee applicable to each completed Sales Transaction. AGROWEX will deduct these fees from the payment received from the Buyer (if AGROWEX facilitates payment) or will invoice the Participant for these fees on a [Specify Frequency, e.g., monthly] basis. The Participant agrees to pay all such fees within [Specify Payment Terms, e.g., 30 days] of the invoice date. AGROWEX reserves the right to modify the fee structure as outlined in Section 14.
• 5.4 Taxes: The Participant shall be solely responsible for all taxes arising from the sale of their Produce and any income derived from using the App. AGROWEX shall not be responsible for calculating, collecting, or remitting any such taxes on behalf of the Participant.

6. Contract Variations and Extensions (Regarding this Agreement):

• 6.1 Variations: AGROWEX reserves the right to modify this Agreement as outlined in Section 14. Participants will be notified of any variations. Continued use of the App after notification constitutes acceptance of the modified terms.
• 6.2 Extensions: This Agreement does not have a fixed term and continues until terminated by either party as per Section 9.

Key Deliverables:

• 7.1 Participant Deliverables:
  • Accurate and truthful listing of Produce on the App, including type, quantity, quality, price, and specifications.
  • Timely and satisfactory fulfilment of Sales Transactions with Buyers, including arranging for delivery/collection as agreed.
  • Maintaining accurate records related to their Produce and Production Costs (if relevant for App functionality).
  • Payment of all applicable fees to AGROWEX as per Schedule A.
  • Compliance with all terms and conditions of this Agreement and the AGROWEX App's Terms of Use.
• 7.2 AGROWEX Deliverables:
  • Providing access to the AGROWEX App for the Participant to list and offer their Produce for sale.
  • Facilitating the connection between Participants and potential Buyers through the App's functionalities.
  • Providing tools within the App to manage listings and potentially track sales (subject to App functionality).
  • Processing payments from Buyers to Participants (if AGROWEX provides payment gateway integration), less applicable fees.
  • Providing support for the use of the App.

8. Roles, Responsibilities and Stakeholders:

• 8.1 Contract/Project Governance: This Agreement governs the relationship between AGROWEX and the Participant regarding the use of the App for Offtake. AGROWEX's internal policies and procedures will govern the operation and management of the App.
• 8.2 Participant Responsibilities:
  • Solely responsible for the quality, safety, legality, and accurate description of the Produce listed on the App.
  • Responsible for setting the Offer Price for their Produce.
  • Responsible for fulfilling all obligations to Buyers arising from Sales Transactions.
  • Responsible for managing their inventory and availability of Produce.
  • Responsible for providing accurate Production Cost information within the App (if applicable).
  • Responsible for paying all fees due to AGROWEX.
  • Responsible for complying with all applicable laws and regulations related to their agricultural activities and sales.
• 8.3 Stakeholders:
  • Participant (Supplier/Farmer): The primary user offering Produce for sale.
  • Buyer: The individual or entity purchasing Produce through the App.
  • AGROWEX Operations Managers and Executive: Responsible for the overall operation and management of the AGROWEX App and the relationships with Participants.
  • AGROWEX Contract/Procurement Manager: Responsible for managing the terms of this Agreement and the relationship with Participants.
  • AGROWEX Finance: Responsible for managing the financial transactions related to Service Fees and Licensing Fees.
  • AGROWEX Support: Responsible for providing technical and user support to Participants.

9. Performance & Risk Management (Related to App Usage and Agreement Compliance):

• 9.1 Performance Monitoring: AGROWEX may monitor the Participant's usage of the App, including listing activity, transaction volume, and compliance with the App's terms and this Agreement.
• 9.2 Risk Management:
  • Participant Risk: Risks associated with the Participant include the quality and safety of their Produce, their ability to fulfil orders, and their compliance with applicable laws. AGROWEX is not responsible for these risks but may take action (including suspension or termination of access) if a Participant is found to be in violation of this Agreement or the App's terms, or if complaints are received regarding their Produce or conduct.
  • AGROWEX Risk: Risks associated with AGROWEX include the functionality and availability of the App, the security of the platform, and the management of relationships with Participants.
• 9.3 Performance Escalation: If AGROWEX identifies concerns regarding a Participant's performance (e.g., inaccurate listings, failure to fulfil orders, non-payment of fees), AGROWEX will communicate these concerns to the Participant and may take corrective actions, including warnings, suspension of account, or termination of this Agreement.

10. Dispute Resolution and Termination (Regarding this Agreement):

• 10.1 Dispute Resolution (Between AGROWEX and Participant): Any disputes arising between AGROWEX and the Participant regarding this Agreement shall be subject to good faith negotiation. If a resolution cannot be reached through negotiation, the parties may consider mediation or other forms of alternative dispute resolution.
• 10.2 Termination by Participant: The Participant may terminate this Agreement at any time by closing their account on the App.
• 10.3 Termination by AGROWEX: AGROWEX may terminate or suspend the Participant's access to the App and this Agreement at any time, with or without cause, upon written notice (which may be provided electronically through the App or via email). Reasons for termination by AGROWEX may include, but are not limited to, breach of this Agreement, violation of the App's terms of use, fraudulent activity, or complaints from Buyers.
• 10.4 Effect of Termination: Upon termination of this Agreement, the Participant's right to access and use the App shall immediately cease. Any outstanding payment obligations of the Participant to AGROWEX shall survive termination. AGROWEX shall not be liable to the Participant for any losses resulting from the termination of this Agreement.

11. Contract Reviews (Regarding this Agreement):

AGROWEX may periodically review the terms of this Agreement and the overall operation of the Offtake process on the App to ensure its effectiveness and to make necessary updates or improvements. Participants may be notified of any significant changes.

12. Contract Finalisation/Closure (Regarding Participant's Account):

Upon the Participant closing their account or termination of this Agreement by AGROWEX, the Participant's access to the App will be revoked. Any outstanding financial obligations must be settled.

13. Summary of Key Activities and Dates:

• Ongoing: Participant listing of Produce, Buyer purchases, fulfilment of Sales Transactions.
• As Occurs: Payment of Service Fees and Licensing Fees by the Participant to AGROWEX.
• As Needed: Communication and support between AGROWEX and the Participant.
• Periodic (e.g., Monthly): AGROWEX invoicing of fees to Participants (if applicable).
• As Notified: Updates or modifications to this Agreement or the App's functionality.

14. Additional/Special Requirements or Information:

• The Participant is responsible for ensuring they have all necessary licenses and permits to produce and sell their agricultural Produce.
• AGROWEX may provide guidelines or best practices for listing Produce on the App to ensure clarity and accuracy for Buyers.
• AGROWEX may integrate features for quality assurance or verification in the future, but the primary responsibility for Produce quality remains with the Participant.

15. Sign-off:

By registering and using the AGROWEX App to offer Produce for sale, the Participant acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Digital Offtake Service Agreement.

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