AgriOps — Subscription Agreement (Template)

Note: This is a working template. Have a Nigerian commercial lawyer review it before the first signing — particularly clause 3.4 (data processing) and clause 8 (limitation of liability). The review cost is small relative to the risk of an unenforceable clause with an institutional tenant.

AGRIOPS TECHNOLOGIES LTD
Software Subscription Agreement

This Agreement is entered into as of [DATE] between:

Agriops Technologies Ltd, a company registered in Nigeria
("AgriOps", "we", "us")

and

[COMPANY FULL LEGAL NAME], a company registered in Nigeria
(RC No. [RC NUMBER]) ("Subscriber", "you")

collectively referred to as "the Parties."

1. Subscription and Access

1.1 AgriOps grants the Subscriber a non-exclusive, non-transferable right to access and use the AgriOps platform (“the Service”) during the Subscription Term, subject to the terms of this Agreement.

1.2 The Subscriber’s plan tier, user limit, and feature access are as set out in Schedule A (Subscription Details) attached to this Agreement.

1.3 Access is provided to authorised users only. The Subscriber is responsible for all activity on accounts created under their organisation.

2. Payment

2.1 Subscription fees are as set out in Schedule A. Fees are due in advance at the start of each billing period.

2.2 Payment is made in the currency specified in Schedule A (NGN or USD). NGN payments are processed via Paystack; USD payments via Stripe.

2.3 If payment is not received within 14 days of the due date, AgriOps reserves the right to suspend access until the outstanding amount is settled.

2.4 Fees are non-refundable except where AgriOps terminates the Agreement without cause under clause 7.2.

3. Data Ownership

3.1 All data entered into the Service by the Subscriber — including farm coordinates, supplier records, purchase orders, and compliance outputs — remains the sole property of the Subscriber.

3.2 AgriOps does not claim ownership of Subscriber data and will not use it for any purpose outside of providing the Service.

3.3 Upon termination, AgriOps will make the Subscriber’s data available for export in JSON or CSV format for 30 days, after which it may be permanently deleted.

3.4 AgriOps processes personal data (farmer names, field officer records) on behalf of the Subscriber as a data processor under Nigeria’s NDPA 2023. The Subscriber is the data controller and is responsible for ensuring lawful collection from data subjects.

4. Confidentiality

4.1 Each party agrees to keep confidential any non-public information received from the other party in connection with this Agreement and not to disclose it to third parties without prior written consent.

4.2 This obligation does not apply to information that is publicly known, independently developed, or required to be disclosed by law.

5. Acceptable Use

The Subscriber agrees not to:

Use the Service for any unlawful purpose
Attempt to reverse-engineer, copy, or resell the Service
Upload data that infringes the rights of third parties
Share login credentials outside of authorised users within their organisation

6. Service Availability

6.1 AgriOps will use reasonable efforts to maintain Service availability. Planned maintenance will be communicated in advance where possible.

6.2 AgriOps does not guarantee uninterrupted access and is not liable for downtime caused by third-party infrastructure, force majeure, or events outside its reasonable control.

7. Term and Termination

7.1 This Agreement begins on the Start Date in Schedule A and continues for the Initial Term specified, then renews automatically on a month-to-month basis unless either party gives 30 days’ written notice of non-renewal.

7.2 Either party may terminate this Agreement immediately on written notice if the other party materially breaches the Agreement and fails to remedy the breach within 14 days of notice.

7.3 AgriOps may terminate with 30 days’ notice without cause, in which case a pro-rata refund of prepaid fees will be issued.

8. Limitation of Liability

8.1 AgriOps’ total liability under this Agreement in any 12-month period shall not exceed the total fees paid by the Subscriber in that period.

8.2 AgriOps is not liable for indirect, consequential, or incidental losses, including lost revenue or compliance failures resulting from data inaccuracies introduced by the Subscriber.

9. Governing Law

This Agreement is governed by the laws of the Federal Republic of Nigeria. Any disputes shall be resolved in the courts of Lagos State.

Signatures

For AgriOps Technologies Ltd          For [SUBSCRIBER NAME]

Signed: ___________________           Signed: ___________________
Name:   Ezinna Ohah                   Name:   ___________________
Title:  Founder & CEO                 Title:  ___________________
Date:   ___________________           Date:   ___________________

Schedule A — Subscription Details

Subscriber:          [COMPANY NAME]
Plan Tier:           [ ] Starter   [ ] Growth   [ ] Enterprise
Billing Currency:    [ ] NGN       [ ] USD
Monthly Fee:         ___________________
Start Date:          ___________________
Initial Term:        [ ] Monthly   [ ] Annual
Farm Limit:          ___________________
User Limit:          ___________________
Primary Contact:     ___________________
Contact Email:       ___________________