FarmSoko Terms of Service

1. Definitions

• "Platform" means the FarmSoko website, web application, mobile applications, and all associated services.
• "Farmer" means a registered user who lists agricultural produce for sale on the Platform.
• "Buyer" means a registered user who purchases or commits to purchase produce through the Platform.
• "Contract" means a binding purchase agreement formed between a Farmer and a Buyer through the Platform.
• "Spot Listing" means a produce listing available for immediate purchase at a fixed price and quantity.
• "Forward Contract" means a produce listing agreeing to a future delivery at a pre-agreed price.
• "Escrow Account" means the Paystack or Safaricom M-Pesa-held funds reserved for a specific Contract pending release conditions.
• "FarmSoko Wallet" means the internal ledger balance held on behalf of a Farmer prior to withdrawal.
• "Platform Fee" means the service charge levied by FarmSoko on each completed transaction.
• "Dispatch" means a Farmer formally marking an order as shipped or handed to a logistics provider.
• "Confirm Receipt" means a Buyer's affirmative action acknowledging delivery of produce to their satisfaction.

2. Eligibility & Account Registration

• You must be at least 18 years of age and legally capable of entering into binding contracts under Kenyan law to use the Platform.
• Businesses must be duly registered under Kenyan law. The individual registering on behalf of a business warrants that they have authority to bind that business.
• You must provide accurate, complete, and current registration information. You are responsible for maintaining the accuracy of this information and notifying us of any changes.
• You may not create more than one personal account. Creating duplicate accounts to circumvent suspensions or bans constitutes a material breach of these Terms.
• You are solely responsible for all activity occurring under your account. You must notify FarmSoko immediately at support@farmsoko.com upon discovering any unauthorised access to your account.
• FarmSoko reserves the right to refuse registration, suspend, or permanently ban any account at its sole discretion, particularly where fraud, misrepresentation, or conduct harmful to other users is detected.

3. Platform Role & Scope

• FarmSoko acts solely as an agricultural marketplace facilitator and technology-enabled escrow intermediary. We do not own, possess, inspect, grade, transport, or insure any produce listed or sold through the Platform.
• All Contracts are formed directly between the Buyer and the Farmer. FarmSoko is not a party to any Contract and assumes no liability for the performance, quality, legality, or fitness of any produce.
• FarmSoko's role in financial transactions is limited to holding and disbursing funds pursuant to the agreed escrow mechanism. We are not a licensed bank, financial institution, or money remittance business; our escrow services are facilitated through licensed payment service providers (Paystack and Safaricom M-Pesa).
• FarmSoko does not endorse any Farmer, Buyer, produce listing, or logistics provider. Ratings, reviews, and badges displayed on the Platform are user-generated and do not constitute FarmSoko's endorsement.

4. Listings & Produce Accuracy

• Farmers must accurately represent the produce they list, including: species and variety, quantity (in standard units), grade or quality classification, location of origin, estimated or confirmed harvest date, and any known defects or quality limitations.
• Deliberately misrepresenting produce — including overestimating yield, misclassifying grade, or listing produce the Farmer does not own or control — constitutes fraud and may result in immediate account termination, escrow reversal, and referral to law enforcement.
• FarmSoko reserves the right (but assumes no obligation) to remove any listing that it believes, in its sole discretion, to be inaccurate, misleading, or in violation of these Terms.
• Listings must not include produce that is: illegal to sell in Kenya, subject to a government ban or quarantine order, or misrepresented as a different variety or origin to command a premium price.
• Farmers warrant that they hold all necessary permissions, licences (where applicable), and legal title or authorisation to sell the listed produce at the time of listing and at the time of Dispatch.

5. Contract Formation

• A binding Contract is formed when a Buyer completes the checkout process and the M-Pesa STK Push or Paystack payment is successfully captured into the Escrow Account. Listing a price constitutes an offer; Buyer payment constitutes acceptance.
• For Forward Contracts, the Contract is formed at the time of payment, with delivery obligations deferred to the agreed future date.
• Contracts are governed by Kenyan law, including the Law of Contract Act (Cap. 23) and the Sale of Goods Act (Cap. 31).
• Neither party may unilaterally cancel a Contract after formation except as provided in Section 9 (Cancellation & Refunds) of these Terms.

6. Financial Escrow & Payouts

• Escrow Holds: Upon Contract formation, the full Buyer payment (including the Buyer-side Platform Fee) is held in an Escrow Account and is unavailable to the Farmer until release conditions are satisfied.
• Release of Funds: Funds are released to the Farmer's FarmSoko Wallet irrevocably when the Buyer clicks "Confirm Receipt", or automatically if the Buyer does not Confirm Receipt or raise a formal Dispute within 48 hours of the Farmer marking the order as "Dispatched".
• Automatic Release Mechanism: The 48-hour auto-release clock begins when Dispatch is marked. If the Buyer raises a Dispute before the timer expires, the auto-release is paused pending dispute resolution (see Section 10).
• Double-Spend Prevention: Spot Listings operate on a "first-to-clear" basis. Where two Buyers simultaneously attempt to purchase the same Spot Listing and only one can be fulfilled, the second successfully processed payment will be automatically and fully refunded within 3–5 business days.
• FarmSoko Wallet: Released funds are credited to the Farmer's FarmSoko Wallet. Farmers may withdraw wallet balances to their registered M-Pesa number at any time, subject to standard Safaricom B2C fees and any applicable withdrawal limits.
• Withdrawal Limits: Withdrawal limits may be imposed on newly registered accounts or accounts pending KYC verification, consistent with anti-money laundering obligations. Verified accounts are subject to the limits prescribed by Safaricom B2C and Paystack transfer limits from time to time.
• Dormant Wallets: Wallet balances that remain unclaimed for 12 months following account deactivation or closure will be treated as unclaimed funds. FarmSoko will make reasonable efforts to contact you before taking any action on dormant balances.
• Failed Disbursements: If a B2C payout to your M-Pesa number fails (e.g., due to SIM swap, number deregistration, or Safaricom network error), funds are returned to your FarmSoko Wallet. You must update your registered phone number to retry disbursement.

7. Platform Fees

• FarmSoko charges a 5% Platform Fee on the total face value of each Contract (excluding logistics costs where separately invoiced).
• The fee is split equally: 2.5% charged to the Buyer (added at checkout and visible before payment confirmation) and 2.5% deducted from the Farmer (withheld from escrow at time of payout).
• A minimum total fee of KES 20 (KES 10 per party) applies to all micro-transactions where 5% of the contract value would be less than KES 20.
• Platform Fees are non-refundable on completed Contracts, except where FarmSoko has caused a material platform error that prevented Contract performance.
• Platform Fees are refunded in full to both parties if a Contract is cancelled before Dispatch pursuant to Section 9.
• Standard Safaricom B2C withdrawal fees and Paystack transaction fees are charged by the respective payment service providers and are separate from FarmSoko's Platform Fee. These third-party fees are passed through at cost and are not retained by FarmSoko.
• FarmSoko reserves the right to modify Platform Fees by providing 30 days' prior notice via in-app notification and email. Continued use of the Platform after the effective date constitutes acceptance of the revised fees.

8. Logistics & Delivery

• Delivery responsibility is governed by the specific terms agreed in the Contract between Farmer and Buyer. Unless the Contract explicitly states that the Farmer arranges delivery, the Buyer is responsible for organising and paying for transport.
• Where the Platform's logistics matching engine is used to engage a third-party logistics provider, such provider operates as an independent contractor. FarmSoko is not a logistics provider and accepts no liability for produce damaged, lost, delayed, or rejected during transit.
• FarmSoko is not liable for perishable goods that deteriorate or are rendered unfit for consumption due to: delays caused by the logistics provider; improper post-handover storage by the Buyer; or Force Majeure events (see Section 14).
• Farmers are responsible for ensuring produce is adequately packaged and labelled for transport at the point of handover to the logistics provider or Buyer. Risk of loss or damage transfers to the Buyer (or their logistics provider) at the point of handover.
• GPS coordinates shared with logistics providers are used solely for route planning and delivery confirmation and are deleted or anonymised after 90 days (see our Privacy Policy).

9. Cancellations & Refunds

• Pre-Dispatch Cancellation by Farmer: If a Farmer cancels a Contract before marking it as Dispatched, the Buyer will receive a full refund (including Buyer-side Platform Fee) within 3–5 business days. The Farmer's account will receive a cancellation strike; repeated cancellations may result in listing restrictions or account suspension.
• Pre-Dispatch Cancellation by Buyer: Buyers may request cancellation before the Farmer marks Dispatch. Cancellation is at the Farmer's discretion. If agreed, a full refund is processed. If the Farmer has incurred verifiable preparation costs, a partial refund may be negotiated through the Chat Room; FarmSoko is not a party to such negotiations.
• Post-Dispatch Cancellation: Once a Farmer marks Dispatch, neither party may unilaterally cancel the Contract. Post-dispatch concerns must be resolved via the Dispute process (Section 10).
• Forward Contract Cancellation: Forward Contracts may be cancelled by mutual written agreement in the Contract Chat Room before the delivery date. Unilateral cancellation of a Forward Contract by the Farmer after escrowed funds are held constitutes a material breach and may result in compensation to the Buyer from any Farmer wallet balance, to the extent ordered through dispute resolution.
• Payment Failures: If a payment is initiated but fails before escrow capture (e.g., insufficient M-Pesa balance, network timeout), no Contract is formed and no refund is necessary. You may retry payment.
• Refund Processing Times: M-Pesa refunds: 1–3 business days. Paystack refunds: 3–7 business days. FarmSoko wallet credits are immediate. These timelines are subject to the payment providers' operational schedules.

10. Dispute Resolution

• Raising a Dispute: Buyers must raise a Dispute within 48 hours of the Farmer marking Dispatch. After this window, the auto-release mechanism will disburse funds to the Farmer and no further escrow intervention is possible.
• Acceptable Grounds for Dispute: Produce not received; produce materially different from listing description (wrong variety, significantly lower quantity, below-stated grade); produce unfit for human consumption or manifestly damaged upon arrival.
• Evidence Submission: Both parties must submit supporting evidence (photographs, delivery receipts, weighbridge tickets, communications) within 72 hours of a Dispute being raised. FarmSoko may request additional evidence within this period.
• FarmSoko's Dispute Review Role: FarmSoko's Trust & Safety team will review submitted evidence and, where necessary, relevant Chat Room messages (see Privacy Policy Section 2.7). FarmSoko will issue a resolution within 7 business days of the evidence submission deadline.
• Dispute Outcomes: FarmSoko may order: (a) full or partial refund to the Buyer from escrow; (b) full or partial release to the Farmer; (c) a split resolution where partial performance is acknowledged. FarmSoko's dispute decision is final for amounts up to KES 100,000. For higher-value disputes, parties retain the right to seek resolution through formal arbitration or courts.
• Limitation of FarmSoko's Role in Disputes: FarmSoko is an independent administrator of the escrow mechanism and is not an arbitrator, mediator, or court. Our dispute decisions are made on a reasonable assessment of available evidence and do not constitute legal rulings. FarmSoko is not liable for consequential or indirect losses arising from any dispute outcome.
• Abuse of Dispute Process: Raising disputes in bad faith, submitting fabricated evidence, or using the dispute process to delay legitimate payments constitutes a material breach of these Terms and may result in account suspension.

11. User Conduct & Prohibited Activities

You agree not to use the Platform to:

• List, sell, or represent produce you do not legally own or are not authorised to sell.
• Engage in price manipulation, bid rigging, or collusion with other users.
• Use the Platform to facilitate money laundering, fraud, or any activity prohibited under POCAMLA or the Kenyan Penal Code.
• Create fake reviews, manipulate ratings, or misrepresent your transaction history.
• Attempt to process transactions outside the Platform's payment system in order to avoid Platform Fees (circumvention).
• Harvest or scrape user data, listing data, or pricing data from the Platform for commercial purposes without FarmSoko's written consent.
• Introduce malware, viruses, or any code designed to disrupt Platform functionality or extract data without authorisation.
• Use automated bots or scripts to create accounts, place orders, or manipulate listings.
• Harass, threaten, or abuse other users through the Contract Chat Room or any other Platform feature.

12. Intellectual Property

• The FarmSoko Platform, including its software, design, trademarks, logos, and proprietary algorithms, is owned by Color Corporation Limited and protected under Kenyan and international intellectual property law. No rights are granted to you other than the limited licence to use the Platform in accordance with these Terms.
• By uploading photos, documents, or other content to the Platform, you grant FarmSoko a non-exclusive, royalty-free, worldwide licence to use, reproduce, and display that content solely to facilitate the Platform's services (e.g., displaying produce images to prospective Buyers). You retain ownership of your content.
• You warrant that any content you upload does not infringe the intellectual property rights, privacy rights, or other rights of any third party.
• FarmSoko's aggregated, anonymised market price data and agricultural insights derived from Platform activity are owned by FarmSoko and may be commercialised by FarmSoko without obligation to users.

13. Warranties & Disclaimers

• The Platform is provided on an "as-is" and "as-available" basis. FarmSoko makes no warranty that the Platform will be uninterrupted, error-free, or free from viruses or other harmful components.
• FarmSoko does not warrant the accuracy of produce listings, Farmer ratings, logistical ETAs, or any third-party content displayed on the Platform.
• Market prices displayed on the Platform are indicative only, based on user-submitted data, and should not be relied upon as official market data.
• FarmSoko does not guarantee that any produce listing will result in a completed sale, or that any Buyer will honour their commitment under a Forward Contract.

14. Force Majeure

Neither party shall be in breach of their Contract obligations, nor liable for delay or failure to perform, where such failure is caused by circumstances beyond their reasonable control, including but not limited to: acts of God (drought, floods, hailstorms, frost, crop disease outbreaks, locusts); government action (export bans, quarantine orders, curfews, price controls); infrastructure failures (national power grid outages, mobile network disruptions); or civil unrest.

• A party wishing to invoke Force Majeure must notify the other party and FarmSoko through the Contract Chat Room as soon as reasonably practicable, providing available evidence of the force majeure event.
• Where Force Majeure is invoked and accepted, the affected party's escrow obligations will be suspended. FarmSoko's Trust & Safety team will assess the situation and may facilitate a mutually agreed cancellation with full refund, or a revised delivery timeline.
• Force Majeure does not excuse payment obligations for produce already delivered and receipted.
• FarmSoko's own performance obligations (including escrow disbursements and dispute resolution) may be delayed by Force Majeure events affecting our technical infrastructure or payment service providers. In such cases, FarmSoko will communicate expected timelines as soon as reasonably practicable.

15. Limitation of Liability

• To the fullest extent permitted by Kenyan law, FarmSoko shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost crops, or business interruption, even if FarmSoko has been advised of the possibility of such damages.
• FarmSoko's total aggregate liability to any User in respect of all claims arising out of or in connection with these Terms or the Platform shall not exceed the total Platform Fees paid by that User in the 6 months preceding the event giving rise to the claim.
• Nothing in these Terms limits FarmSoko's liability for death or personal injury caused by FarmSoko's negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be limited by law.
• FarmSoko is not liable for any loss arising from: the failure of Safaricom's M-Pesa service or Paystack's payment infrastructure; Cloudinary's unavailability; third-party logistics delays; or any data breach caused by a third-party security failure outside FarmSoko's reasonable control.

16. Indemnification

You agree to indemnify, defend, and hold harmless FarmSoko Limited and its officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your violation of these Terms; (b) your misrepresentation of produce; (c) your infringement of any third party's rights; (d) your fraudulent, negligent, or unlawful conduct; or (e) any disputes between you and another User in which FarmSoko is joined as a party.

17. Account Suspension & Termination

• FarmSoko may suspend or terminate your account immediately and without prior notice if you: materially breach these Terms; provide false registration or listing information; engage in fraudulent activity; fail to complete required KYC verification within the stipulated period; or receive three or more substantiated dispute rulings against you within a 12-month period.
• Where suspension is precautionary pending investigation, FarmSoko will notify you within 24 hours and give you an opportunity to respond within 5 business days.
• Upon termination: (a) all pending Contracts will be resolved per the existing escrow rules; (b) your FarmSoko Wallet balance, less any amounts owed to FarmSoko or held for pending disputes, will be disbursed to your registered M-Pesa number; (c) your right to use the Platform ceases immediately.
• You may close your account at any time by contacting support@farmsoko.com, provided you have no outstanding Contract obligations, open disputes, or negative wallet balances.

18. Taxes

• You are solely responsible for determining and paying any taxes (including VAT, withholding tax, and income tax) that may be applicable to transactions conducted through the Platform under Kenyan law.
• FarmSoko may be required by law to withhold taxes on certain payments or to report transaction data to the Kenya Revenue Authority (KRA). FarmSoko will notify you of any such obligation to the extent permitted by law.
• FarmSoko's Platform Fee is inclusive of any applicable VAT obligations on FarmSoko's own service charges.

19. Governing Law & Formal Dispute Resolution

• These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of Kenya.
• For disputes between Users and FarmSoko exceeding the scope of Section 10, the parties agree to first attempt good-faith negotiation for a period of 30 days. If unresolved, disputes shall be referred to binding arbitration under the Nairobi Centre for International Arbitration (NCIA) Rules. The arbitration shall be conducted in English in Nairobi, Kenya, before a sole arbitrator.
• Notwithstanding the foregoing, either party may seek urgent injunctive relief from the courts of Kenya to prevent irreparable harm pending arbitration.
• Nothing in this clause limits a consumer's right to bring a complaint before the Competition Authority of Kenya or any other statutory consumer protection body.

20. Modifications to These Terms

FarmSoko may revise these Terms from time to time. Material changes will be communicated via in-app notification and email at least 14 days before they take effect, or 30 days for changes affecting fees or dispute resolution mechanisms. Your continued use of the Platform after the effective date constitutes acceptance of the revised Terms. If you do not agree with the revised Terms, you must stop using the Platform before the effective date.

21. Severability & Entire Agreement

• If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision shall be deemed severed and the remaining provisions shall continue in full force and effect.
• These Terms, together with the Privacy Policy and any specific contract terms agreed through the Platform, constitute the entire agreement between you and FarmSoko with respect to your use of the Platform and supersede all prior agreements, representations, or understandings.
• FarmSoko's failure to enforce any right or provision in these Terms shall not constitute a waiver of that right or provision.

22. Contact

Color Corporation Limited
Email: help@farmsoko.com (legal matters) · support@farmsoko.com (general support)
Postal Address: P.O. Box 62891, Nairobi, Kenya