Please read these terms carefully before using this site
Terms of Business
1.1. Agriniser.com is the website of Agriniser EOOD (“Agriniser”, "the Company", “us”, “we”, “our”), a private limited company registered at гр. София 1404, р-н Триадица, ж.к. Манастирски ливади – изток, ул. Флора, бл. 64, вх. Б, ап.26, ЕИК 204597192. The Company is a wholly owned subsidiary of Agriniser Limited, a company incorporaåted in England with company no. 10419808 having its registered office at 2 Lambseth Street, Eye, Suffolk, United Kingdom, IP23 7AG.
1.2. These terms of business as amended from time to time by Agriniser as provided for in para 1.4 below (“Terms”) constitute a legally binding contract between you ("You") and the Company.
1.3. You accept and agree to be bound by these Terms if You provide us with information about yourself, register an account with Agriniser or otherwise access or use this website or the Platform (as defined below). If You do not agree to these Terms, You must not visit the Platform or register for or use the Service (as defined below). If You have any questions about the Terms, please contact us at email@example.com
1.4. You warrant, represent and undertake that you are a business user and you shall only use the Platform for business purposes.
1.5. Agriniser may revise these Terms at any time by posting an updated version on this website. You should visit this website periodically to review the most current Terms because they are binding on You.
1.6. By agreeing to these Terms you also agree to:
1.7. We do not guarantee that the Site, or any content on it, will be free from errors or omissions.
2. The Service
2.1. Agriniser.com is an online marketplace platform that allows businesses to publish listings for sale or purchase of grain, and make offers for the sale or purchase of grain in an anonymous and confidential environment ("the Platform").
2.2. The role of Agriniser is limited to introducing buyers to sellers and vice versa ("the Service"). Agriniser is not a party to any agreements or negotiations between registered users. Agriniser is not in possession of anything listed, sold or bought through the Platform.
2.3. The Platform is provided free of charge. However, Agriniser reserves the right to start charging a fee for the Service at its discretion. If a fee is to apply, such fee shall be clearly and unambiguously displayed on the Platform and shall not apply to Services provided prior to the introduction of the fee.
How does it work?
Registration on the Platform is free of charge. In order to access the Service, you must provide the name of your business representative, an email address for contact (to also serve as a user name) and a valid contact mobile number. The system will then invite you to create a secure password, which you must keep confidential and not disclose to anyone. You must then provide the required details and select your preferred settings for your account. Registration and account activation is subject to verification by the Agriniser team. You shall be responsible for all uses of your registration and your password(s), whether or not authorised by You. You agree to immediately notify Agriniser of any unauthorised use of Your account or password(s).
Verification is subject to our own due diligence, which may include, among others: (i) confirming the company status in the official government registry agencies and portals, (ii) follow up call(s), and (iii) completion of documents demonstrating your authority to act on behalf of the company, which you will receive and return via email. Upon successful completion of the verification process by the Agriniser team and Agriniser being satisfied in absolute discretion, your account will be activated and full access to the Service will be granted and you will become a registered user.
Listing on the Platform is free of charge. After registration and activation of the account, a registered user can publish listings for buying or selling grain. The produce eligible to be listed on the Platform are predefined by Agriniser and include various types of grains, oilseeds, beans and specialty produce. A listing on the Platform must include, among others, the following minimum information:• the specific produce type;
Collectively ("the Deal Terms").
When a registered user responds to a listing, that user and the listing user enter into negotiation through Agriniser to see if they can agree Deal Terms on the Platform subject to contract.
Negotiating on the Platform is free of charge. Registered users are invited to make proposals ("counteroffers") in respect of the Deal Terms for the Listings. Negotiations are kept anonymous. Each communication in the negotiation process is made through Agriniser, which will exchange information between a registered user who has posted a Listing and a registered user who has posted a wish to discuss Deal Terms with the registered user who has posted the Listing.
• Negotiations are conducted via the prompts on the Platform only;
• Negotiations are anonymous and revealing of any contact information or whereabouts between the negotiating users is prohibited, other than once Deal Terms have been agreed and Agriniser puts the two parties in direct contact with each other;
• Each stage of the negotiation process is notified to both users via web notifications and in accordance with their preferences (via email or email and text message);
• Counteroffers are valid for a limited time period chosen by the counteroffering user or the listing user in response to the counteroffering user. This time period sets a fixed deadline for either party to respond in relation to the respective counteroffer. If no response is received (acceptance or new counteroffer) within the chosen time period, counteroffers expire and are automatically withdrawn, which cancels the negotiations between the two parties;
• Counteroffers can be withdrawn by the users who posted them at any time by deleting them before they are accepted, counteroffered or rejected. Counteroffer withdrawal automatically cancels the negotiation process between the two parties;
• There is no limit to the number of counteroffers that can be made by the listing user or the counteroffering user;
• There is no limit as to how many counteroffering users a listing user can negotiate with at any time in relation to a particular listing.
• Listing users may negotiate with more than one counteroffering users at once. As soon as the listing user accepts a counteroffer of any of the counteroffering users with whom he/she is negotiating, all other active (counter)offers of all other users are automatically rejected.
• During the negotiations, users are invited to agree on the method and responsibility for grain delivery/pick up by following the delivery/pick up options in the Platform;
• Any and all price offerings (whether in listings or counteroffers) must be a net cash offering constituting the total amount payable by a buyer.
2.7.1. User agrees with original Deal Terms of a listing.
Users can submit a counteroffer on a listing to sell or buy grain without seeking modifications to the original Deal Terms, unless otherwise prompted by the Platform. If the listing user is satisfied with the counteroffer, he/she can decide to accept it.
2.7.2. Buyer initiates negotiations (counteroffering process).
When a buyer is not satisfied with the original Deal Terms of a seller’s listing, he/she can produce a counteroffer by proposing modified Deal Terms to this seller. If the seller is satisfied with the counteroffer, he can accept it. If the seller is not satisfied with the counteroffer received from the buyer, he/she can reject it, which will automatically cancel the respective negotiations. Alternatively, he/she can continue the negotiations by producing a new counteroffer to the buyer and again propose modified Deal Terms in respect to the counteroffer received. Every new counteroffer exchanged between the seller and the buyer represents an invitation to make a deal on those terms. Negotiations continue until an acceptance by either party is made and successful agreement in principle is reached.
2.7.3. Seller initiates negotiations (counteroffering process).
When a seller is not satisfied with the original Deal Terms of a buyer’s listing, he/she can produce a counteroffer by proposing modified Deal Terms to this buyer. If the buyer is satisfied with the counteroffer, he can accept it. If the buyer is not satisfied with the counteroffer received from the seller, he/she can reject it, which will automatically cancel the respective negotiations. Alternatively, he/she can continue the negotiations by producing a new counteroffer to the seller and again propose modified Deal Terms in respect to the counteroffer received. Every new counteroffer exchanged between the buyer and the seller represents an invitation to make a deal on those terms. Negotiations continue until acceptance by either party is made and successful agreement in principle is reached.
2.8. Contact and finalisation of the deal.
As soon Deal Terms have been accepted, the listing is automatically taken off the Platform. Agriniser will reveal the exact delivery or pick up location of the grain and the relevant contact details of each party for them to agree the contractual terms between themselves and then implement the transaction. The exchange of contact information requires both parties to choose and pay for the appropriate subscription plan in case they have not already purchased a subscription in advance. Subscription plans are billed once and provide additional services as well as allow unlimited connections for successfully negotiated deals. It shall then be incumbent on the parties to contact each other directly as soon as practically possible. Following the exchange of contact details, the Service shall be deemed to have been delivered and this exchange shall discharge Agriniser from any and all obligations under these Terms in relation to the relevant listing.
2.9. For the avoidance of doubt, no binding contract is created when Deal Terms are agreed between the parties through Agriniser. A binding contract will only be created when the parties agree to enter into a legally binding contract between them when they are in direct contact with each other.
3. Subscription and payments
3.1. Each registered user may choose and pay for the respective subscription plan at any time. The plans are thoroughly described on the Platform. By paying for a subscription plan in advance, the user will get full access to the services of the Platform immediately, which will also speed up the connection process (exchange of contact information) once a counteroffer is accepted and a deal is agreed.
3.2. Each registered user must choose and pay for the respective subscription plan once a successful agreement is achieved (acceptance of counteroffer) through the Service used on the Platform. Payment and activation of the chosen subscription plan shall be made within 24 hours of using the Service. In case the day following the day of using the Service is a non-working day, the payment period may be extended until the first upcoming working day.
3.3. In case the user fails to fulfil the obligations under Art. 3.2, Agriniser reserves the right to restrict access to the Services of the Platform and may suspend the user’s account in case of non-compliance with the Terms above.
Who can use Agriniser?
4. Permitted Use
4.1. Any and all use of the Platform and/or the Services is subject to strict eligibility criteria, some of which we check during our verification process (see Clause 2.5).
4.2. By registering as a user on the Platform, you hereby warrant to us and to all other registered users that you fulfil and will continue to fulfil all conditions listed in this Clause, and you agree to indemnify us and any other affected registered users for any breaches of this Clause to the fullest extent permitted by law, and to hold us harmless from any and all legal claims in relation to your breach of this Clause.
4.3. The following conditions are mandatory, at all times, for all persons who wish to register on the Platform and receive the Service:• You must act in good faith;
4.4. You acknowledge and agree that You are solely responsible for the form, content and accuracy of any information or other content submitted, posted or displayed by you on the Platform.
How can Agriniser be used?
5. Acceptable Use
5.1. Any and all use of the Platform and/or the Services is subject to strict suitability criteria, some of which we check during the listing process (see Clause 2.6) and negotiation process (see Clause 2.7). By registering as a user on the Platform, you hereby warrant to us and to all other registered users that you fulfil and will continue to fulfil all of conditions listed in this Clause, and you agree to indemnify us and any other affected registered user for any breaches of this Clause to the fullest extent permitted by law, and to hold us harmless from any and all legal claims in relation to your breach of this Clause.
Any information or communication you submit via the Platform must comply with the applicable law. Any information or communication you submit via the Platform must not:• Be likely to deceive any person;
What if you misuse Agriniser?
6. Breach of these Terms
6.1. If you fail to fulfil any of the conditions of any Clause in these Terms, at any time, you may be liable for damages and your user account may become subject to, among others, the following:• registration denial;
Agriniser reserves the right to refuse to accept any listing, post, counteroffer or transmit any content submitted by a user for communication to another user or users in case of a breach of these Terms.
What can and what cannot Agriniser promise?
7. Warranties, Representations, Disclaimers
7.1. The nature of the Platform is such that Agriniser does not conduct any due diligence (save for the steps envisaged in Clause 2.5 regarding user verification) on users of the Platform or any listing or counter offer posted and accordingly has not verified or exercised control over any Listing or counter offer posted by any user of the Platform and accordingly makes no representation or warranty as to the truthfulness, accuracy, completeness or reliability of any Listing, counter offer or any other communications posted by users directly on the Platform or that are communicated to other users by Agriniser, nor does the posting on the Platform or communication via the Platform of any opinions that may be expressed by users or any representations or warranties that may be given by a user on the Platform indicate that Agriniser agrees with or in any way approves of such post or communication.
7.2. Each user should conduct its own due diligence on other users that it is engaging with as a result of Deal Terms agreed in principle on the Platform and be aware that it engages with any other user at its own risk.
7.3. Agriniser is not acting as an agent or a broker for You or any other user. We are not party to any agreements for sale and purchase formulated between buyers and sellers following parties being introduced to each other after Deal Terms are agreed in principle. Agrinsier does not warrant that such agreements will be complete, reliable, accurate or appropriate for any buyer's or seller's individual circumstances. Agrinsier does not make any representations regarding the performance, enforceability or legality of such agreements. Agriniser does not guarantee that a transaction agreed in principle on the Platform will lead to a contract between the parties when their identities are disclosed to each other and that and goods and/or money will be exchanged between the buyer and seller who have reached an agreement in principle via the Platform. Registered users are not entitled to rely upon any warranty, statement or representation made or given by Agriniser or on its behalf in relation to the agreements between such parties. Agriniser disclaims any and all claims against it in any relation to such agreements. Agriniser encourages users to seek independent legal advice with regard to their particular circumstances each time before agreeing to enter into a contract following agreement of Deal Terms using the Platform.
7.4. Registered users acknowledge and agree that in using the Services, they accept Clause 6.3 and it is their responsibility to satisfy themselves as to the identity, authenticity and reliability of any information or Deal Terms provided by other registered users. Where registered users do pay for the goods they wish to purchase or do sell the goods they wish to sell, they are doing so entirely upon their own independent assessment of all relevant matters.
7.5. The Platform is provided ‘as is’ without any express or implied warranty. Although we do take steps to verify all users prior to registration (see Clause 2.5) and we may monitor user compliance with eligibility and suitability criteria (see Clauses 3 and 4), please note the content of each listing relies on information received from listing users by us in good faith on the basis of warranties made by them, however we are unable to verify the accuracy of all information published on the Platform. Accordingly, we cannot and do not warrant or represent that all registered users comply, at all times, with these Terms and with Clause 3 and Clause 4 in particular.
7.6. The Service is, currently, designed and provided solely for use within the Republic of Bulgaria. Agriniser makes no representations that materials on the Platform are appropriate or available for use in locations outside it. Accessing the Platform from territories where its contents or conducting trade through its Service are illegal or unlawful is prohibited. If you choose to access the Platform from locations outside the Republic of Bulgaria, you do so on your own initiative and you are, on your own, responsible for compliance with local laws. Agriniser disclaims any and all liability for any use of the Platform or the Service from outside Bulgaria.
7.7. Agriniser.com may include links to other websites or web services which are beyond our control we are not responsible for content and the safety of such content on any website outside the Platform.
7.8. Agriniser does not warrant that the website, the Platform, or any content on it, will always be available or be uninterrupted nor does it warrant error free operation of the website, the Platform or the Services. Access to the website and the Platform is permitted on a temporary basis. Agriniser (or our suppliers) may suspend, withdraw, discontinue or change all or any part of the site without notice. Agriniser will not be liable to you if for any reason the website is unavailable at any time or for any period.
7.9. Agriniser takes steps to protect its system from computer viruses but does not warrant that its site or Servers are free of computer viruses or other harmful software that may affect your system, to the fullest extent permitted by law. You should ensure that you have in place up to date protections to protect your computer from such viruses or other harmful or malicious software.
7.10. The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Platform.
7.11. Although we make reasonable efforts to update the information on the Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on the Platform is accurate, complete or up to date.
7.12. The views expressed by registered users on the Platform do not represent our views or values.
7.13. We do not guarantee that the Platform will be secure or free from bugs or viruses.
7.14. Registered users are solely responsible for configuring their information technology, computer programmes to access the Platform. You are solely responsible for using your own virus protection software.
8. Limitation of Liability
8.1. Our Liability to You
8.1.1. We do not exclude or limit our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation. The remaining such Clauses in this Clause 7 shall be construed accordingly.
8.1.2. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the site, the Platform or which but for this provision would be implied into these Terms, whether express or implied save to the extent expressly set out in these Terms.
8.1.3. Agriniser (including our parent company, directors, agents and employees) shall not be liable to you in contract, tort (including negligence) or otherwise for any losses, such as loss of goods, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any other losses, even if foreseeable, arising, directly or indirectly from:• your use of or your inability to use the Service/Platform;
8.1.4. Please note that Agriniser will not be liable for:• Loss of profits, sales, business, or revenue;
8.1.5. If we are found to be liable, our liability to you or any third party (whether in contract, tort, negligence, strict liability in tort, by statute or otherwise) is limited to the total fees you have paid to receive the Service over the twelve months preceding the liability finding, if any.
8.1.6. Agriniser will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform / Services or to your downloading of any content on it, or on any website linked to it.
8.1.7. Agriniser assumes no responsibility for the content of any websites linked to Agriniser.com. Such links should not be interpreted as endorsement by Agriniser of those linked websites. Agriniser will not be liable for any loss or damage that may arise from your use of them.
8.1.8. Agriniser does not validate or verify listings posted by users or negotiations led by users and consequently is not responsible for any consequence or outcome of any action, transaction or agreement executed between users on the Platform. In particular and without limitation, Agriniser does not verify the authenticity or identity of users or their ability to fulfil their respective obligations in relation to Deal Terms.
8.2. Your Liability to us and to other registered users
8.2.1. To the extent not otherwise set out in these Terms, you shall be liable for all your activity in relation to your user account and use of the Platform and/or the Service and you shall indemnify Agriniser to the fullest extent permitted by law for any and all losses, damage, claims, actions or demands (including without limitation reasonable legal and accounting fees) whether direct, indirect or consequential arising out of: (i) any failure by you to comply with these Terms; (ii) Your use of the Platform, website or Services; or (iii) any material you post on the Platform.
8.2.2. You are fully liable for your activity as seller or buyer and any and all liability arising between sellers or buyers with whom you trade as a result of a listing. You hereby agree to fully indemnify us against any and all claims that may arise from other registered users as a result of your failure to comply with these Terms.
Other important terms.
9. Intellectual Property
9.1. Agriniser® is a registered trademark (EU017428285) and property of Agrinsier Limited. Any use of the trademark without our prior written authorisation is prohibited by intellectual property law throughout the European Union.
9.2. Any and all content on www.agriniser.com (and all other registered domain names redirecting to this website) that is entitled to intellectual property rights protection shall be deemed protected property of Agriniser Limited. All such rights are protected around the world and as such are expressly reserved. Reproduction (outside the course of fair dealing) of any content found on the Platform or obtained via use of the Service is strictly prohibited, unless authorised by us in writing in advance.
9.3. In respect of any photographs or other pictorial or graphical material or any other material that is capable of being protected under any intellectual property right(s) which You upload to the Platform or provide to us in any other way, You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to use the content (including without limitation, creating and using derivative works) and You authorise us to exercise any and all intellectual property right(s) You have in or to the content in any media known now or developed in the future. Further, to the fullest extent permitted under applicable law, You waive your moral rights in the content and promise not to assert such intellectual property rights you have in the content against us, our sub-licensees or our assignees.
10.1. Agrinser on one hand and each registered user, on the other, each undertake that they will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by the following paragraphs.
10.2. We may each disclose the other's confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under these Terms. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause;
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3. Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under these Terms.
11. Force Majeure
11.1. Agriniser will not be (1) liable for or (2) responsible for any failure to perform, or delay in performance of, any of its obligations under the Terms that is caused by any act or event beyond its reasonable control, including but not limited to server downtime, hardware systems attack, strikes, lock-outs or other industrial disputes (whether affecting us or our suppliers), failure of a utility service or ISPs or transport or telecommunications network, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
11.2. If any such event that is beyond the reasonable control of Agriniser occurs and it affects the performance of our obligations under the Terms:
(a) we will use reasonable endeavours to contact You as soon as reasonably possible to notify you; and
(b) our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the event. We will arrange a new date for performance of the Service with You after the event is over.
12.1. If and to the extent that You breach any of these Terms we shall have the right to unilaterally and immediately suspend or terminate your registration, use and access to the Platform and/or the Service and inform all other registered users about Your breach. We may claim compensation for such breach where we are entitled to it.
12.2. If you wish to terminate these Terms You can, at any time, unilaterally do so by closing your account by contacting us.
12.3. You understand and acknowledge that if You close Your account with Agriniser or Your account with Agriniser is suspended or terminated, all Your account information from Agriniser will be marked as deleted and may be deleted from Agriniser’s databases.
12.4. Agriniser reserves the right to delete Your account from the Platform and all of Your information on the Platform after a significant period of inactivity as determined by Agriniser in its absolute discretion.
12.5. Agriniser has the right to disable any user account or password, whether chosen by You or allocated to You by Agriniser, at any time, if in the reasonable opinion of Agriniser you have failed to comply with any provision of these Terms.
12.6. If You terminate unilaterally, You shall not be entitled to a refund of any fees paid to Agriniser.
13. Jurisdiction and Applicable Law
13.1. Any disputes arising under or in connection with these Terms shall be resolved amicably. Only after all reasonable attempts for amicable resolution have been exhausted, the matter may be referred to the competent Bulgarian Courts of Law that shall have exclusive jurisdiction to deal with any underlying disputes. These Terms are construed under Bulgarian law and their interpretation shall be subject to the same law.
13.2. If a dispute arises between two users of the Platform, that is a matter for the two users to resolve privately. As such, You hereby agree to release Agriniser from all claims of every kind of nature, arising out of or in any way connected with all such disputes. We may, in our discretion, provide both parties to the dispute or the competent authorities with any help that we believe is reasonable in the circumstances to help resolve the dispute, however, we cannot take sides, mediate, or bring an action on your behalf.
14. General Provisions
14.1. If any provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this Clause shall not affect the validity and enforceability of the rest of these Terms.
14.2. You may not transfer any of your rights or obligations under these Terms to any other person without Agriniser's prior written approval. We may transfer our rights and/or obligations under these Terms to another business in case of an acquisition of the business of Agriniser so long as we reasonably believe your rights would not be affected.
14.3. These Terms constitute the entire agreement between you and us concerning the use of the Service and supersedes all previous written or oral agreements. No agency, partnership, joint venture, employer-employee, franchise-franchisee is intended or created by this Agreement.
14.4. No failure or delay by a party to exercise any right or remedy provided under these Terms by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.5. These Terms are subject to change. Any material changes shall be notified to registered users without undue delay.