Terms and conditions

UptownFarm is operated by Rain Protocol Limited, a company registered in the Federal Republic of Nigeria (“Rain Protocol”, “we”, “us”). These terms are a contract for the sale of goods between you and Rain Protocol. When you place an order you are buying agricultural produce that we will procure, grade and make available for you to collect.

UptownFarm is not a bank, a savings scheme, a cooperative, a financial product or a place to grow money. We sell food. No part of this service offers you a return on money, and no refund can ever be larger than the amount you paid.

By creating an account or placing an order you agree to these terms and to our Privacy notice. If you do not agree, do not use the service.

We sell produce in cycles. Each cycle names the product, the pack size, the grade standard it will be graded to, the unit price, the minimum quantity the group must reach (the “minimum”), the maximum quantity available, the date and time the cycle closes, the collection region and the expected collection window. All of this is shown to you before you pay.

A cycle fills when committed orders reach the minimum by the close time. We then buy the produce. If the minimum is not reached by the close time, the cycle fails and every order in it is refunded in full (see section 6).

We may close a cycle early once it reaches its maximum quantity, and we may cancel a cycle before procurement for reasons outside our control (for example supply failure or a safety recall). A cancelled cycle is refunded in full.

An order is placed when you choose a quantity and complete payment through our payment processor. Until payment is confirmed your order is pending and holds no quantity; a pending order that is not paid within the time shown expires automatically.

Once payment is confirmed your order is committed. Your money is held in a segregated settlement account and is not used for anything other than buying the produce in your cycle until that cycle fills.

Quantity limits apply per customer and per cycle. They exist so that group buys serve households and small traders; orders above the limit may be rejected or reduced. Distributor accounts (section 9) have their own limits.

Prices are in Nigerian naira and include our margin and the cost of getting the produce to the collection point. The “market price” shown beside a cycle is our good-faith estimate of the prevailing retail price for the same grade and pack size in that region on the day the cycle opened; it is for comparison only and is not a promise.

Please read this before you pay. When a cycle fills we use your money to buy produce on your behalf. For that reason, a committed order cannot be cancelled at your option and is not refundable because you changed your mind. The only refunds are those in section 6, which apply where we fail to deliver what we promised.

If you are unsure, do not order. A cycle shows its close time and progress before you pay; you can wait and decide later, subject to availability.

When produce arrives we weigh and grade it against the standard published on the cycle. Produce that does not meet the standard is rejected or, where the cycle allows it, offered to you at a reduced price that you may accept or decline for a full refund of that order.

When your order is ready we send a collection code by SMS to the phone number on your account, with the address of the collection point and the collection window. Anyone who presents your code may collect your order; keep it private. Bring a means of carrying your produce.

Inspect your produce at the collection point. If it is visibly below the stated grade or short in weight, tell the collection agent before you leave; we will replace it, adjust it or refund that order. We cannot accept quality complaints after produce has left the collection point, because we cannot verify how it was stored.

If you do not collect within the window, we will hold your produce for a further seven days and contact you. After that we may dispose of perishable produce; non-perishable produce is held for a reasonable period at our discretion. Uncollected produce is not refundable, because the goods were bought for you and made available.

You are refunded in full, automatically, when:

• a cycle does not reach its minimum by its close time;
• we cancel a cycle before procurement;
• we cannot deliver your order to the collection point within a reasonable time after the stated window;
• produce fails the published grade and you decline a reduced-price alternative; or
• your payment succeeds but your order could not be recorded.

Refunds are always of the principal only — exactly what you paid, never more — and are sent to the payment method you used. We begin a refund within two working days of the triggering event; your bank or card issuer may take further time to show it.

No refund is due because you changed your mind, because prices moved after you ordered, or because you did not collect.

You sign in with a one-time code sent to your phone number. You are responsible for keeping your phone and your collection codes secure and for everything done through your account. Tell us at once if you lose control of your number.

You must be at least 18 and able to enter a contract. You must give accurate details. We may suspend or close an account that is used fraudulently, that breaks these terms, or that we are required by law to close; committed orders on a suspended account are still delivered or refunded under these terms.

The partner programme is an optional direct-sales arrangement. Joining is free, and nobody is ever paid for introducing a person: commissions arise only from real produce that is bought, paid for and collected. The programme has no fees, no starter packs and nothing to buy except food.

Points. Each product carries a points value, shown before you pay. When your order is collected you are credited those points; when people you introduced (and their introductions, down to the generation stated in the published plan) collect orders, you are credited a share. Points are reversed if the underlying order is refunded. Points are a qualification score only: they have no cash value and cannot be bought, sold, transferred, gifted or redeemed.

Levels and commissions. Points, or a full set of five team members at the level below, move you to the next level. At each level you hold five slots; when a team member fills one you are paid the per-slot commission for that level, released once the orders that qualified them are collected. A commission may be reversed if those orders are later refunded. The thresholds and amounts for every level are set out in the published compensation plan, which forms part of these terms. We may publish a new version of the plan; changes apply from the date published and never retroactively to commissions already paid.

Where commissions come from. Commissions are funded solely from our own margin on produce sales — never from customers’ order money, never from a settlement account, and never from anything paid by partners. The level thresholds above level 11 require team sizes that are unlikely ever to be reached; they are disclosed for completeness and must not be presented to anyone as expected or typical.

Payment. Commissions are paid to a Nigerian bank account in your name that you register on the platform; we verify the account name with the bank before saving it. Balances below the minimum shown on your partner page roll over to the next run. Commissions are your income; you are responsible for any tax on them. We may be required to report or withhold where the law says so.

Conduct. When you talk about UptownFarm you must describe it truthfully as a way to buy produce. You must not promise or imply any income, describe points as money, present the programme as a way to make money without selling produce, pressure anyone to buy more than they will use, or use any marketing material we have not approved. Breach may lead to forfeiture of unpaid commissions and removal from the programme.

Leaving. You may leave the programme at any time from your account. Commissions already due are still paid; your points and position lapse. We may remove a partner who breaks these terms or the law.

A distributor is a partner we have approved to buy in bulk and resell to their own customers. A distributor order carries its points in a held state. When the distributor records a hand-over to a named customer and that customer confirms receipt on the platform, the points for those units are released to the customer (and their introducers), and the distributor is credited as their introducer where no introducer exists. The distributor is responsible for the quality, storage and delivery of produce once it leaves our collection point, and for any resale price they set.

We will supply produce that matches the description and grade standard published on the cycle, and we will refund you as set out above when we cannot. Nothing in these terms removes rights you have under the Federal Competition and Consumer Protection Act 2018 or other laws that cannot be excluded.

Beyond those rights, our total responsibility for any order is limited to the amount you paid for it. We are not responsible for losses that we could not reasonably foresee, for produce after it leaves the collection point, or for delay caused by events outside our control such as road closures, civil unrest, flooding or government action — in which case we will deliver as soon as we reasonably can or refund you.

Contact us first at support@uptownfarm.app or through your account; we aim to reply within two working days and resolve complaints within ten. If you remain unhappy, you may complain to the Federal Competition and Consumer Protection Commission. These terms are governed by the laws of the Federal Republic of Nigeria and disputes are subject to the courts of Nigeria.

We may update these terms. The version and effective date appear at the top of this page. Orders are governed by the terms in force when they were placed. Material changes to the partner programme are announced on your partner page at least fourteen days before they take effect.