Part A — Terms that apply to everyone

1. Who we are and how to contact us

• 1.1Chiseko Agritech and Logistics Limited is a company incorporated in Zambia [CONFIRM: company registration number] with its registered office at [CONFIRM: registered office address — the previous Privacy Policy gave Plot 3132566, John Ken Road, 10 Miles, Chibombo].
• 1.2You can contact us by email at info@chiseko.com, by telephone or WhatsApp on +260 960 821 404 or +260 775 944 114, or through the contact form at www.chiseko.com/contact. Notices under these Terms must be given as set out in section 33.
• 1.3In these Terms “you” means the person or organisation using the Platform. If you use the Platform on behalf of an organisation, you confirm that you are authorised to bind it, and “you” includes that organisation.

2. Definitions

• 2.1In these Terms:
  1. “Account” means the Sekonomics account registered to a mobile phone number, with one of the account types described in section 3.
  2. “Buyer” means a Consumer Buyer or a Bulk Buyer.
  3. “Bulk Buyer” means a Buyer that buys in the course of a business, including hotels, schools, restaurants, processors, wholesalers and traders, whether it buys through the store, by reserving a Listing or by posting a Requirement.
  4. “Consumer Buyer” means an individual who buys produce from the Chiseko store for personal or household use and not in the course of a business.
  5. “Seller” means a farmer, farmer group, aggregator or other supplier whose Account has been approved to list produce, and, where a line of an Order is “Sold by Chiseko”, means Chiseko.
  6. “Listing” means an offer of produce posted by a Seller (or by an administrator on a Seller's or Chiseko's behalf) that has been approved under section 5 and is visible on the Platform.
  7. “Requirement” means a statement of produce a Bulk Buyer wants to buy, posted under section 6.
  8. “Order” means a request to buy produce placed through the Platform, and “Order Confirmation” means our written confirmation of it under section 7.
  9. “Order Agreement” means, for a Bulk Buyer, the written record of the terms agreed for a specific Order (price, quantity, Grade, delivery point and date, payment terms and, where relevant, transport), which forms part of the Order Confirmation.
  10. “Order Value” of any produce means the price payable for that produce under the Order (including VAT where applicable), excluding delivery, transport and handling charges.
  11. “Grade” means one of the produce grades published on the Platform at www.chiseko.com/how-it-works (currently Grade A, Grade B and Grade C), as described in section 10.
  12. “Grade Claim” and “Rejection” have the meanings given in section 10, and “Claim Deduction” means the 10% amount described in section 10.
  13. “Delivery” and “Delivery Point” have the meanings given in section 9.
  14. “Seller Proceeds” means the amount payable to a Seller for produce it has supplied, calculated under section 22.
  15. “Market Intelligence” means the subscription service described in Part E.
  16. “Usage Policy” and “Data Policy” mean the policies published on the Platform under those names, as updated from time to time.

3. Accounts, sign-in and eligibility

• 3.1You must be at least 18 years old and legally capable of entering into binding contracts to hold an Account. Organisations must register through an authorised individual.
• 3.2Sign-in to the Platform is by one-time passcode (“OTP”) sent to the mobile phone number on your Account or, where you have verified an email address, to that address. There are no passwords. You are responsible for keeping control of the phone number and email address registered to your Account and for every action taken through your Account after an OTP has been entered. Do not share an OTP with anyone; Chiseko will never ask you for one.
• 3.3When you register you choose one account type, which determines what you can do on the Platform:
  1. Farmer / seller — list produce for sale (Part D);
  2. Buyer — buy from the store, reserve Listings and post Requirements (Parts B and C);
  3. Market intelligence — subscribe to Market Intelligence (Part E);
  4. Transporter — a logistics provider (Part F);
  5. Partner — an agro-services, finance, insurance or NGO organisation (Part F).
• 3.4Chiseko administrators may also hold accounts. Administrators can approve, reject or withdraw Listings and Requirements, create Listings and Requirements on behalf of a Seller, Buyer or Chiseko, correct account details, and deactivate Accounts under section 34. Every such action is recorded in an audit log together with the administrator responsible.
• 3.5The information you give us at registration and afterwards must be accurate, complete and kept up to date. Farmers must provide their national registration card (NRC) or passport details and a farm address (section 20).
• 3.6You may hold one Account per person or organisation. Do not register on behalf of, or use the Account of, anyone else. See the Usage Policy for the rules on account sharing.
• 3.7The Platform is intended for use in Zambia. We do not deliver outside Zambia and we may decline orders from, or deliveries to, areas we cannot serve.

4. Chiseko's role in each transaction: “Sold by Chiseko” or “Sold by [Seller], via Sekonomics”

• 4.1Chiseko takes one of two legal roles in every sale of produce through the Platform. Which role applies is fixed, line by line, at the moment we issue the Order Confirmation, and it is stated on the Order Confirmation. This section explains the two roles and what each one means for you.
• 4.2“Sold by Chiseko” — Chiseko as principal. Where Chiseko has bought produce from a farmer, aggregated it in a Chiseko depot or distribution centre, fills a Requirement from more than one farm, or otherwise fulfils an Order from its own stock, Chiseko is the seller of that produce. Your contract of sale is with Chiseko Agritech and Logistics Limited. Chiseko owns the produce until title passes to you under section 11, is responsible to you for its description, Grade, quantity and Delivery, issues its own invoice, and is the party that refunds you. Chiseko will have bought that produce from the farmer under a separate supply contract (Part D) to which you are not a party and which does not affect your rights against Chiseko.
• 4.3“Sold by [Seller], via Sekonomics” — Chiseko as agent and marketplace. Where you reserve or buy produce directly from an approved farmer's Listing, or accept a farmer's expression of interest against your Requirement, and that produce passes from the farmer to you without Chiseko taking it into its own stock, the farmer named on the Order Confirmation is the seller. Your contract of sale is with that Seller, not with Chiseko. Chiseko is not a party to the sale. Chiseko acts as the Seller's disclosed agent for these limited purposes only: (a) presenting the Listing on the Platform; (b) receiving your Order and issuing the Order Confirmation on the Seller's behalf; (c) collecting the price from you and paying the Seller Proceeds to the Seller; (d) where you or the Seller engage us to do so, arranging transport; and (e) administering Grade Claims under section 10. Chiseko has no authority to vary the Seller's Listing terms and gives no warranty about the produce beyond the vetting described in section 5.
• 4.4How you will know which applies. Every Order Confirmation, the order page in your Account, every invoice and every delivery note states, against each line of the Order, either “Sold by Chiseko” or “Sold by [Seller name], via Sekonomics”. [CONFIRM: the Platform must be changed to display this line. At the date of this draft the order record distinguishes Chiseko house produce from farmer produce only by an internal flag (produce_listings.is_house_listing, mirrored to product.brand_id) and the checkout, order pages and emails do not show the buyer who the seller is.]
• 4.5If in doubt. If an Order Confirmation does not state who the seller of a line is, that line is “Sold by Chiseko” and Chiseko is the seller. [LAWYER TO CONFIRM: this default is deliberate — see Drafting Note 1 — because Chiseko invoices, collects the money and usually carries the load, so a court would be likely to reach the same conclusion, and because it removes any incentive for Chiseko to leave the line blank. The alternative default (Chiseko as agent) would reduce Chiseko's exposure but would be harder to defend where the buyer had no way of knowing who the seller was.]
• 4.6Mixed orders. A single Order may contain lines that are “Sold by Chiseko” and lines that are “Sold by [Seller], via Sekonomics”. Each line is a separate contract of sale with the seller stated against it, and the rights and obligations in these Terms apply to each line separately.
• 4.7What is the same in both cases. Whichever role applies, Chiseko:
  1. operates the Platform and vets Listings and Requirements under sections 5 and 6;
  2. collects payment from the Buyer through the Platform's payment provider;
  3. pays the Seller within the period set out in section 22;
  4. administers Grade Claims and Rejections under section 10;
  5. arranges transport and storage where engaged to do so, as a service separate from the sale.
• 4.8What changes between the two roles:
  1. Who your contract of sale is with — Sold by Chiseko: Chiseko. Sold by Seller: the named Seller.
  2. Who owns the produce before Delivery to you — Sold by Chiseko: Chiseko (from the moment it accepts the produce from the farmer). Sold by Seller: the Seller.
  3. Who is responsible for description, Grade and quantity — Sold by Chiseko: Chiseko. Sold by Seller: the Seller; Chiseko's vetting under section 5 is not a warranty.
  4. Who issues the invoice — Sold by Chiseko: Chiseko in its own name. Sold by Seller: Chiseko issues the invoice as agent for and on behalf of the Seller. [LAWYER TO CONFIRM: VAT treatment of agency invoicing, and whether the Seller's TPIN must appear on the invoice.]
  5. Who bears an accepted Grade Claim — Sold by Chiseko: Chiseko. Sold by Seller: the Seller (Chiseko deducts from Seller Proceeds).
  6. Who refunds you — Sold by Chiseko: Chiseko from its own funds. Sold by Seller: Chiseko from the Seller's funds it holds as agent, or from the Seller.
  7. Where a rejected load goes back to — Sold by Chiseko: the Chiseko depot named by Chiseko. Sold by Seller: the Seller's address.
  8. Who pays the farmer — Sold by Chiseko: Chiseko buys from the farmer and pays under section 22. Sold by Seller: Chiseko remits the Buyer's payment to the Seller under section 22.
• 4.9Chiseko may decide, before issuing the Order Confirmation, to fulfil an Order itself (for example by aggregating produce into its depot). After the Order Confirmation is issued, the role stated on it cannot be changed without your agreement.
• 4.10Where Chiseko acts as agent, nothing in these Terms makes Chiseko liable for the Seller's obligations under the contract of sale, except to the extent that the loss is caused by Chiseko's own breach of these Terms or its own negligence in the services it provides (section 30).

5. Listings and admin vetting

• 5.1A Seller creates a Listing by stating the produce, quantity and unit, Grade, price per unit, currency, location (province, district and area) and the dates between which the produce is available. Listings may describe produce that is not yet harvested or planted. Photographs may be added. Listing is free.
• 5.2Every Listing is submitted with the status “pending review”. It is not visible to Buyers until a Chiseko administrator has reviewed it and set it to “approved”. An administrator may instead reject it (with a reason), request changes (with a reason), or, at any time after approval, withdraw it. The Seller can withdraw its own Listing at any time. The history of these decisions is recorded.
• 5.3Administrators may create Listings on behalf of a Seller (for example during onboarding) and Chiseko may create its own Listings for produce it holds (“house listings”). A Listing created by an administrator goes live immediately. A house listing is produce Sold by Chiseko.
• 5.4Approval means that an administrator has checked the Listing against the Usage Policy and the Platform's listing standards. It is not a guarantee by Chiseko that the produce exists, is of the stated Grade or quantity, or will be delivered; those are the Seller's obligations under Part D. Where a line is Sold by Chiseko, Chiseko takes those obligations on itself under section 4.
• 5.5An approved Listing is an invitation to Buyers to place an Order. It is not an offer, and no contract is formed until an Order Confirmation is issued under section 7. Prices on Listings may change until an Order Confirmation is issued.
• 5.6The Seller must keep its Listing accurate, reduce the quantity as produce is sold elsewhere and withdraw the Listing when the produce is no longer available. Chiseko may edit a Listing's title, category or description for clarity, and may remove or withdraw any Listing that breaches these Terms or the Usage Policy.
• 5.7The public “Coming to market” board and volume counters on the Platform show approved Listings in summary (crop, grade, province, district, volume and harvest window). They never show a Seller's name, contact details, price or exact location.

6. Buyer requirements (the demand board)

• 6.1A Bulk Buyer may post a Requirement stating the produce, quantity, Grade (or “any grade”), target price, delivery province, district and area, the date needed by, and whether the need is one-off or recurring (weekly, fortnightly, monthly or quarterly). Requirements go through the same vetting as Listings: they are visible only after an administrator approves them, and may be rejected, returned for changes or withdrawn.
• 6.2Approved Requirements are visible only to signed-in Sellers and administrators. They are not shown publicly.
• 6.3A Seller may register an expression of interest against a Requirement stating the quantity and price it can supply, optionally linked to one of its approved Listings, with a short message. An expression of interest is not a binding offer and does not create a contract. The Buyer who posted the Requirement can see each responder's name, phone number and email address so that the parties can speak; see the Data Policy and the Usage Policy for the rules on using those details.
• 6.4A Requirement is not an order and does not oblige the Buyer to buy. A contract is formed only when an Order is confirmed under section 7. A Requirement that is filled from more than one farm, or from Chiseko's depot, is fulfilled by Chiseko and is Sold by Chiseko.
• 6.5Chiseko may use approved Requirements, in aggregate and without identifying the Buyer, to show demand on the Platform and in Market Intelligence.

7. Orders and how a contract is formed

• 7.1An Order placed through the store checkout, a reservation against a Listing, or the acceptance of terms in an Order Agreement is an offer by you to buy the produce on these Terms. An acknowledgement that we have received your Order, and the creation of an order record while payment is pending, are not acceptance.
• 7.2For an Order paid at checkout, a contract is formed when we issue the Order Confirmation after the payment provider has confirmed your payment. For a Bulk Buyer Order on agreed terms, a contract is formed when we issue the Order Confirmation recording the Order Agreement. The Order Confirmation is sent to the email address and/or phone number on your Account and is available on the order page in your Account.
• 7.3The Order Confirmation states, against each line, who the seller is (section 4), the produce, quantity, unit, Grade, price, currency, delivery or transport charges, the Delivery Point and the expected delivery date or window, and, for Bulk Buyers, the payment terms.
• 7.4We may decline an Order, or cancel a line before Delivery, where the produce is no longer available, where a Listing has been withdrawn, where we suspect fraud or a breach of the Usage Policy, or where a price or description was obviously wrong. If you have paid, we refund the affected amount. We will tell you as soon as reasonably possible.
• 7.5Orders in the store may be paid in a currency other than Zambian Kwacha. Where you choose another currency, the amount charged is converted at the exchange rate shown to you at checkout and recorded on the Order. [CONFIRM: which currencies are enabled at checkout.]
• 7.6Once an Order Confirmation has been issued, a Consumer Buyer's cancellation rights are set out in section 16 and a Bulk Buyer's in section 19.

8. Prices, payment and Chiseko's charges

• 8.1Prices on Listings and in the store are in the currency shown and include VAT where applicable [LAWYER TO CONFIRM: VAT status of fresh, unprocessed agricultural produce in Zambia and whether prices should be shown as VAT-inclusive]. Delivery, transport and handling charges are shown separately before you confirm an Order.
• 8.2Payment at checkout is made through our payment provider, DPO Pay (3G Direct Pay Limited), on DPO's hosted payment page. Available methods are set by DPO and are expected to include Visa, Mastercard and mobile money. [CONFIRM: DPO merchant account activation. At the date of this draft the DPO account is not active and no checkout payment can complete.] Your card or mobile money details are entered on DPO's page and never pass through Chiseko's systems; Chiseko receives only a payment token, a transaction reference and the result.
• 8.3A Bulk Buyer may be offered payment terms other than payment at checkout, which are recorded in the Order Agreement (section 19). Unless the Order Agreement says otherwise, payment is due before Delivery.
• 8.4Chiseko's charges. Listing produce and posting Requirements is free. Chiseko earns a commission of three and a half per cent (3.5%) of the Order Value on every completed trade where the produce is Sold by a Seller via Sekonomics, applying to Orders confirmed on or after 15 September 2026. The commission is borne by the Seller: the Buyer pays the Order Value, Chiseko deducts the commission from that payment, and the balance is paid to the Seller under clause 9. The commission is never invoiced separately to the Seller and is never added to the Buyer’s price. The Seller’s statement shows the Order Value, the commission deducted and the net amount paid. Where Chiseko is the seller (“Sold by Chiseko”) its margin is included in the price and no separate commission is charged to the Buyer.
• 8.5Transport, storage and handling arranged by Chiseko are charged at the rates quoted for the Order and are payable by the party stated in the Order Confirmation.
• 8.6If any amount owed to Chiseko is not paid when due, Chiseko may suspend further Orders, withhold Delivery, set the amount off against any sum it holds for you (including Seller Proceeds), and recover the debt, including reasonable collection costs. Interest on overdue amounts owed by a Bulk Buyer accrues at [LAWYER TO CONFIRM: rate — the previous consumer terms stated 5% per month above the base lending rate of our bank, which may be unenforceable as a penalty; a rate of the Bank of Zambia policy rate plus a margin is suggested] from the due date until payment.

9. Delivery — and what “Delivery” means

• 9.1Two periods in these Terms run from Delivery: the seven-hour window for a Grade Claim or Rejection (section 10) and the fourteen-day period within which Chiseko pays the Seller (section 22). Because both depend on it, Delivery is defined precisely.
• 9.2“Delivery” of produce takes place at the earliest of the following moments, and the “Delivery Point” is the place where it happens:
  1. Depot delivery — the produce is unloaded at a Chiseko depot or distribution centre and Chiseko's goods-received note or delivery note is signed, or electronically recorded, by Chiseko's depot staff, recording the produce, quantity, Grade and time;
  2. Buyer delivery — the produce is unloaded at the premises the Buyer nominated in the Order and the delivery note is signed, on paper or electronically, by the Buyer or by any person at those premises who appears to be authorised to receive goods, recording the time;
  3. Collection — the Buyer, or a transporter acting for the Buyer, takes possession of the produce at the farm, depot or other agreed collection point;
  4. Deemed delivery — the produce is unloaded at the Buyer's nominated premises and taken into the Buyer's possession but the Buyer refuses or fails to sign a delivery note; Delivery is then the time of unloading as recorded by the driver, and Chiseko will notify the Buyer of that time.
• 9.3The time recorded on the goods-received note or delivery note is the time of Delivery. Where the note records no time, Delivery is the time the Buyer or depot was notified that the produce had arrived.
• 9.4For a line Sold by Chiseko there are two Deliveries: the farmer's delivery to Chiseko (“Supply Delivery”, normally a depot delivery) and Chiseko's delivery to the Buyer (“Buyer Delivery”). The farmer's fourteen-day payment period runs from Supply Delivery. The Buyer's seven-hour window runs from Buyer Delivery.
• 9.5For a line Sold by [Seller], via Sekonomics, there is one Delivery, from the Seller to the Buyer, and both periods run from it.
• 9.6Delivery dates and windows stated on the Platform, in an Order Confirmation or by SMS, WhatsApp or email are estimates. We will make reasonable efforts to meet them, and will tell you of any expected delay, but time of Delivery is not of the essence unless an Order Agreement says so.
• 9.7The Buyer must make sure that someone authorised to receive and inspect the produce is at the Delivery Point during the delivery window. If Delivery cannot be made because the Buyer is not there, the premises are inaccessible or the Buyer refuses the produce without a Grade Claim or Rejection under section 10, the Buyer is in default of acceptance, bears the cost of the failed delivery, any storage and any redelivery, and, because the produce is perishable, bears the loss of any produce that deteriorates as a result.
• 9.8Where Chiseko transports produce, it may do so with its own vehicles or through transporters it engages. Consumer delivery is dealt with further in section 14.

10. Grades, inspection on Delivery and Grade Claims

• 10.1Produce on the Platform is described by Grade. The Grades and their definitions are published at www.chiseko.com/how-it-works and are, at the date of this draft: Grade A — premium, uniform size and colour, no blemishes, fit for formal retail and export; Grade B — standard, minor blemishes or size variation, fit for general market and processing; Grade C — economy, cosmetic defects or mixed sizes, fit for processing, bulk or animal feed. The Grade stated on the Order Confirmation is the standard the produce must meet at Delivery. Chiseko may add to or refine the published Grade definitions; the definition in force when the Order Confirmation is issued applies to that Order.
• 10.2Inspect on Delivery. The Buyer must inspect the produce at the Delivery Point when it is delivered, before or at the time of signing the delivery note.
• 10.3The seven-hour window. If the Buyer considers that any of the produce does not meet the Grade or description on the Order Confirmation, the Buyer must, within seven (7) hours of Delivery, notify Chiseko of either a Grade Claim (for part of a line) or a Rejection (of a whole line), quoting the Order number and the line, stating the quantity concerned and the reason, and attaching photographs of the produce. Notice must be given by telephone or WhatsApp to +260 960 821 404 or +260 775 944 114, or by email to info@chiseko.com; a notice by telephone must be confirmed by WhatsApp or email with the photographs. [CONFIRM: there is no in-app claim function at the date of this draft; if one is built, it becomes the required channel.] The Buyer must keep the produce concerned in the condition in which it was delivered, refrigerated or shaded as appropriate, until it is collected or Chiseko gives other instructions.
• 10.4A claim raised in time is accepted without argument. Neither Chiseko nor the Seller will contest a Grade Claim or Rejection notified within the seven-hour window. It is treated as undisputed and the following consequences apply automatically:
  1. the Buyer returns the rejected produce to the Seller (for a line Sold by [Seller], via Sekonomics) or to the Chiseko depot Chiseko names (for a line Sold by Chiseko). The Buyer bears the full cost of that return transport: either the Buyer arranges and pays for it directly, or Chiseko arranges it and the cost is invoiced to the Buyer or deducted from the refund;
  2. the Buyer forfeits the Claim Deduction, being ten per cent (10%) of the Order Value of the produce rejected. The Claim Deduction is retained from the amount the Buyer paid, or invoiced to the Buyer if the Order has not yet been paid;
  3. the remaining ninety per cent (90%) of the Order Value of the rejected produce is refunded to the Buyer, or credited against the Buyer's invoice, within fourteen (14) days after the rejected produce is received back, by the same method the Buyer paid. Delivery, transport and handling charges on the original delivery are not refunded;
  4. where the Buyer rejects part of a line, the return, the Claim Deduction and the refund apply in proportion to the quantity rejected.
• 10.5Why these consequences exist. The seven-hour rule protects the Buyer: a claim raised in time is accepted, with no argument about whether the produce was or was not up to Grade. The return cost and the Claim Deduction protect the Seller: they mean a Buyer who complains out of habit rather than need carries a real cost for doing so. A Buyer who is satisfied with a load loses nothing.
• 10.6After seven hours the produce is accepted. If no Grade Claim or Rejection is notified within seven hours of Delivery, the Buyer is deemed to have inspected and accepted the produce as meeting the Grade and description on the Order Confirmation, and no claim about Grade, description, size, colour, ripeness, blemish, packaging or fitness for the Buyer's stated purpose may be raised afterwards. This does not remove the rights a Consumer Buyer has under section 16 in respect of produce that is unsafe or unfit for human consumption [LAWYER TO CONFIRM: that a seven-hour acceptance deadline is compatible with the implied terms and remedies of the Competition and Consumer Protection Act No. 24 of 2010 for consumer sales, and with the Sale of Goods Act 1893 as it applies in Zambia for business sales].
• 10.7Quantity shortfalls are not Grade Claims. If less produce is delivered than the Order Confirmation states, the shortfall must be written on the delivery note at Delivery and countersigned by the driver or depot staff. The Buyer is charged only for the quantity delivered. A shortfall not recorded on the delivery note is taken to have been made good.
• 10.8Perishable produce. If, because of the condition of the produce or the distance involved, returning it is not practical, Chiseko may instead direct that it be disposed of, donated or sold for salvage, and any salvage proceeds are credited to the party who bears the claim. The Buyer's obligations under this section (the return cost, or the equivalent cost of disposal, and the Claim Deduction) are unchanged.
• 10.9Where the Claim Deduction goes. For a line Sold by Chiseko, Chiseko retains the Claim Deduction. For a line Sold by [Seller], via Sekonomics, the Claim Deduction is paid to the Seller as compensation for the returned produce, less Chiseko's commission on it, if any. [FOUNDER TO CONFIRM: that the 10% should go to the Seller in a Seller-direct sale rather than be retained by Chiseko.]
• 10.10The Buyer may not withhold or set off any amount against an Order because of a Grade Claim. Refunds and credits are made only through the process in this section.
• 10.11Deliveries by farmers into a Chiseko depot. When a farmer delivers to a Chiseko depot, Chiseko's depot staff inspect and grade the produce at the gate in the presence of the farmer or the farmer's driver, and the Grade and quantity accepted are written on the goods-received note. Produce that does not meet the agreed Grade may, with the farmer's agreement, be accepted at a lower Grade and the price for that Grade; otherwise it is not accepted, is not Delivered, and the farmer bears its return. Produce that has been accepted on the goods-received note is accepted, and Chiseko may not later raise a Grade Claim against the farmer for it. [FOUNDER TO CONFIRM: this draft does not apply the seven-hour / 10% Buyer rule to Chiseko's own depot inspections, because grading there happens at the gate with the farmer present; confirm this is the intended approach.]

11. Risk and title

• 11.1Risk of loss of or damage to produce passes to the Buyer at Delivery. From Delivery the Buyer is responsible for storing and handling the produce correctly.
• 11.2For a line Sold by Chiseko, title to the produce passes from the farmer to Chiseko at Supply Delivery, and from Chiseko to the Buyer at Buyer Delivery, provided that where a Bulk Buyer is on credit terms title passes to the Buyer only when Chiseko has been paid in full for that produce. Until then the Buyer holds the produce as Chiseko's bailee, must keep it identifiable as Chiseko's, and Chiseko may require its return or enter the premises where it is kept to recover it. [LAWYER TO CONFIRM: retention-of-title clause for perishable goods.]
• 11.3For a line Sold by [Seller], via Sekonomics, title passes from the Seller to the Buyer at Delivery.
• 11.4Produce in transit. Where Chiseko or a transporter engaged by Chiseko carries produce before Delivery, Chiseko is responsible for loss of or damage to that produce caused by its own or its transporter's negligence, up to the Order Value of the produce affected, and for nothing beyond that. [FOUNDER TO CONFIRM: whether Chiseko carries insurance for produce in transit; if not, consider whether to say so.] Where a Buyer or Seller uses its own transporter, that party bears the risk in transit.
• 11.5Consumer risk and title is dealt with in section 14.

Part B — Consumer buyers (the Chiseko store)

12. Consumer buyers: scope and what has changed

• 12.1This Part applies when an individual buys produce from the Chiseko store at www.chiseko.com/shop for personal or household use. It is based on Chiseko's consumer terms of 16 March 2025. Part A applies as well; where this Part is more specific, it prevails for Consumer Buyers.
• 12.2Produce in the store is Sold by Chiseko unless the store shows a line “Sold by [Seller], via Sekonomics” against the item (section 4).
• 12.3The following services described in the March 2025 terms are no longer offered, and the related terms no longer apply:
  1. the weekly vegetable-box subscription with a five-day rolling cut-off, recurring charges and the “Stop My Deliveries” process;
  2. the Sekonomics wallet (pre-loaded, non-refundable account credit);
  3. the loyalty programme and “Chiseko Rewards”;
  4. refer-a-friend credits;
  5. automatic charging of alternative payment methods stored on your account.
• 12.4By placing an Order you confirm that you are at least 18 years old, are legally capable of entering into a binding contract, and are resident in and ordering for delivery within Zambia.

13. Products, availability and substitution

• 13.1Images of produce in the store are for illustration. Fresh produce varies in colour, size and shape, and packaging may differ from that shown.
• 13.2You are responsible for opening and inspecting the produce on delivery, storing it correctly, and preparing and cooking it. We accept no liability for loss, damage or injury caused by incorrect storage, preparation or cooking.
• 13.3Produce is subject to availability and prevailing market conditions. If something you ordered is unavailable we may offer a reasonable substitute. Where possible we will tell you before delivery by email, SMS or WhatsApp and give you the chance to accept or decline the substitute. If you are not happy with a substitute you have received, contact us and we will refund the difference or the item.

14. Consumer delivery

• 14.1We deliver to the areas shown on the Platform, mainly along the line of rail. Deliveries to other areas may carry a surcharge, which is shown before you confirm your Order. Some areas cannot be served.
• 14.2Delivery windows are estimates. We may deliver at any point on the delivery day stated in the Order Confirmation, and our obligation is met if we deliver up to one (1) day after that day. If a delay of more than one day is caused by us, we will refund the delivery charge and, at our discretion, any produce that has deteriorated as a result.
• 14.3You, or an adult you authorise, must be at the delivery address to receive the produce. If no one is available we will follow any “leave safe” instructions you have given; if you have given none, we may leave the produce in a place the driver considers safe or with a neighbour in the same building or compound, and will tell you where. Delivery is complete, and risk passes to you, when the produce is handed to you or your representative or is left in accordance with this clause. We are not liable for produce that is stolen or spoils after being left in accordance with your instructions.
• 14.4If delivery cannot be completed because no one is available and there are no safe-place instructions, we will not attempt another delivery unless you agree to pay a redelivery charge, and you bear the cost of the failed delivery.
• 14.5The driver may call the telephone number on your Account to complete the delivery.

15. Consumer prices, payment and refunds

• 15.1The price of produce and delivery is as shown at checkout, except in the case of an obvious error, in which case we will contact you before dispatch. Prices may change at any time, but changes do not affect an Order for which we have issued an Order Confirmation.
• 15.2Payment is taken at checkout through DPO Pay as described in section 8. We do not store your card or mobile money details. If your payment fails, no Order is placed and nothing is dispatched.
• 15.3If your Order was not supplied as it should have been — an item is missing, the produce is damaged or unfit on arrival, or the Order does not arrive — tell us within seven (7) hours of Delivery (or within 24 hours if the Order did not arrive at all) by phone, WhatsApp or email with the Order number and, where possible, photographs. We will refund the affected items or, if you prefer, replace them. Section 10 applies to complaints about Grade. [LAWYER TO CONFIRM: whether the 10% Claim Deduction and return-cost rule in section 10 may be applied to Consumer Buyers or should be confined to Bulk Buyers.]
• 15.4Refunds are made by the method you paid with, normally within fourteen (14) days of our accepting the claim.

16. Consumer rights, warranty and cancellation

• 16.1We warrant that produce Sold by Chiseko will, on Delivery, match its description, be of satisfactory quality and be reasonably fit for the purposes for which produce of that kind is commonly supplied. Where an item is Sold by [Seller], via Sekonomics, that warranty is given by the Seller and Chiseko administers any claim under section 10.
• 16.2Because our produce is fresh and perishable, you do not have a right to return it simply because you have changed your mind. The Competition and Consumer Protection Act No. 24 of 2010 recognises that goods liable to rapid deterioration may be excluded from return policies. [LAWYER TO CONFIRM: exact statutory basis and wording.]
• 16.3You may cancel an Order free of charge at any time before we issue the Order Confirmation. After that, and before dispatch, you may cancel by contacting us and we will refund you less any cost we have already incurred in sourcing perishable produce for your Order. Once an Order has been dispatched it cannot be cancelled.
• 16.4Nothing in these Terms excludes or limits any right you have as a consumer under Zambian law that cannot lawfully be excluded, including under the Competition and Consumer Protection Act No. 24 of 2010.

17. Promotions

• 17.1Chiseko may from time to time offer discount codes, promotions, competitions or giveaways. Each is subject to the specific terms published with it, which prevail over this section if they conflict. Unless those terms say otherwise: a code may be used once per person and household, applies to the price of produce and not to delivery charges, cannot be exchanged for cash, and may be withdrawn or refused where we suspect misuse or fraud. Competitions are open only to Zambian residents aged 18 or over who are not Chiseko employees or their immediate families. [CONFIRM: no discount-code or promotion feature is live on the Platform at the date of this draft.]

Part C — Bulk and business buyers

18. Bulk buyers: scope, authority and Order Agreements

• 18.1This Part applies to a Buyer that buys in the course of a business, whatever quantity it buys. Part A applies as well; where this Part is more specific, it prevails for Bulk Buyers. Consumer protection rights that apply only to consumers do not apply to Bulk Buyers.
• 18.2A Bulk Buyer registers with the name of its business, its business type and its delivery address. The individual who registers confirms that they are authorised to place Orders and accept Order Agreements for the business. Chiseko may rely on any Order placed through the Account.
• 18.3The terms of each bulk Order — produce, quantity, Grade, price, currency, Delivery Point, delivery date or window, transport arrangements, payment terms and any special requirements — are set per Order and recorded in the Order Agreement before the load moves. The Order Agreement forms part of the Order Confirmation. If the Order Agreement and these Terms conflict, the Order Agreement prevails for that Order, except that sections 4 (Chiseko's role), 9 (Delivery), 10 (Grade Claims) and 22 (Seller payment) cannot be varied by an Order Agreement unless the variation is expressly stated and signed by Chiseko.
• 18.4A Bulk Buyer may buy in three ways: through the store checkout; by reserving quantity against an approved Listing; or by posting a Requirement under section 6 and accepting an Order Agreement for the produce sourced against it. A Requirement filled from more than one farm, or from Chiseko's depot, is Sold by Chiseko; a reservation against a single farmer's Listing is Sold by that Seller, via Sekonomics, unless Chiseko aggregates it (section 4).

19. Bulk orders: fulfilment, invoicing and payment terms

• 19.1However many farms it takes to fill a Requirement, the Bulk Buyer deals with Chiseko: one Order Agreement, one invoice, one delivery to the Delivery Point. Where the Order Confirmation states that a line is Sold by [Seller], via Sekonomics, Chiseko issues the invoice as the Seller's agent.
• 19.2Unless the Order Agreement gives credit terms, payment is due before Delivery. Where credit terms are given, the invoice is payable within the period stated in the Order Agreement from the invoice date, without deduction or set-off, and section 8 applies to late payment. Chiseko may require a deposit, a bank guarantee or payment before dispatch for any Order.
• 19.3A Bulk Buyer must have a person authorised to inspect and sign for produce present at the Delivery Point during the delivery window. That person's signature on the delivery note binds the Bulk Buyer as to the time of Delivery and any quantity shortfall recorded.
• 19.4A Bulk Buyer may cancel an Order before Chiseko has confirmed it. After the Order Confirmation, cancellation is possible only with Chiseko's written agreement, and the Bulk Buyer must pay the costs Chiseko and the Seller have incurred, including produce already harvested, packed or transported for the Order, which for perishable produce may be the full Order Value.
• 19.5Recurring Requirements (weekly, fortnightly, monthly or quarterly) are filled Order by Order. Each delivery is a separate Order under its own Order Agreement, and either party may stop future deliveries by giving notice before the next Order Confirmation is issued, unless a supply agreement signed by both parties says otherwise.
• 19.6The buyer analytics feature in the Account shows a Bulk Buyer its own purchase history and seasonal suggestions derived from it. It is provided for information only and is not advice.

Part D — Farmers and suppliers

20. Registration and verification

• 20.1This Part applies to farmers, farmer groups, aggregators and other suppliers who list produce on the Platform (“Sellers”). Part A applies as well; where this Part is more specific, it prevails for Sellers.
• 20.2To register as a farmer you must provide your full name, mobile phone number, NRC or passport type and number, farm address (address lines, city or district and province), the crops you grow and the quantities you expect. Chiseko may ask for supporting documents, may visit the farm, and may decline or deactivate an Account whose details cannot be verified.
• 20.3Verification is a check that the farm and the person exist and are who they say they are. It is not an endorsement of the Seller to Buyers, and it does not make Chiseko responsible for the Seller's produce in a sale where the Seller is the seller.

21. Seller warranties and obligations

• 21.1By creating a Listing, registering an expression of interest or supplying produce, the Seller warrants and undertakes to Chiseko and to the Buyer that:
  1. the Seller owns the produce or is authorised by its owner to sell it, and it is free of any lien or third-party claim;
  2. the produce is of the Grade, variety, quantity and description stated in the Listing and the Order Confirmation, and will be at Delivery;
  3. the produce was grown and harvested lawfully, is fit for human consumption (or for the stated non-food purpose), and any pesticide, herbicide or veterinary product was used in accordance with the label and Zambian law, with any pre-harvest interval observed;
  4. the produce is not stolen, does not include any protected or prohibited species, and complies with any applicable phytosanitary, food safety or standards requirements [LAWYER TO CONFIRM: Zambia Bureau of Standards, Food Safety Act 2019 and plant health requirements applicable to domestic sales of fresh produce];
  5. the Seller will keep its Listing accurate and withdraw it when the produce is no longer available;
  6. the Seller will pack, load and hand over the produce as agreed in the Order Confirmation, at the agreed place and time, in a condition that will allow it to reach the Delivery Point at the agreed Grade;
  7. the Seller will not deal directly with a Buyer introduced through the Platform in order to avoid Chiseko's commission or fees, for as long as the commission in section 8 applies [FOUNDER TO CONFIRM: whether a non-circumvention period is wanted and, if so, its length].
• 21.2A Seller who accepts an Order (by confirming a reservation, by accepting an Order Agreement, or by delivering) is bound to supply the produce on the terms of the Order Confirmation. A Seller who cannot supply must tell Chiseko immediately, and is liable for the reasonable additional cost of sourcing replacement produce for the Buyer if the failure is the Seller's fault.
• 21.3Where a Seller delivers into a Chiseko depot, section 10 (deliveries by farmers into a Chiseko depot) applies to grading at the gate. Where a Seller delivers direct to a Buyer, the Buyer's Grade Claim rights in section 10 apply and an accepted claim is borne by the Seller.
• 21.4Sellers must comply with the Usage Policy, in particular the rules on accurate Listings and on the use of Buyers' contact details obtained through the demand board.

22. Supplying an order and getting paid: the fourteen-day commitment

• 22.1Chiseko pays the Seller Proceeds for each Order within fourteen (14) calendar days of Delivery. For produce Sold by Chiseko, that is fourteen days from Supply Delivery (the farmer's delivery to Chiseko's depot, or the point at which Chiseko takes the produce into its own possession). For produce Sold by [Seller], via Sekonomics, it is fourteen days from Delivery to the Buyer. The time of Delivery is the time recorded on the goods-received note or delivery note under section 9.
• 22.2This commitment applies whether or not the Buyer has paid Chiseko. Where a Bulk Buyer is on credit terms, Chiseko carries the gap. [FOUNDER TO CONFIRM: this makes the fourteen-day commitment unconditional, as positioned in the business plan against retail-chain payment delays of 30 to 40 days. It means Chiseko funds the Seller before it is paid whenever a Bulk Buyer has credit terms. If the founder prefers, the Seller-direct case can instead read “within fourteen days of Delivery or, if later, within three business days of Chiseko receiving the Buyer's payment”.]
• 22.3The only amounts Chiseko may hold back beyond fourteen days are: the Order Value of produce that is the subject of a Grade Claim or Rejection notified within the seven-hour window, until the claim has been processed under section 10; and any amount Chiseko is required by law to withhold. The rest of the Seller Proceeds is paid on time.
• 22.4Seller Proceeds are paid by mobile money or bank transfer to the payout details on the Seller's Account. The Seller must ensure those details are correct and belong to the Seller; Chiseko is not responsible for a payment made to the details on the Account. [CONFIRM: there is no in-Platform payout function at the date of this draft; payouts are made manually by Chiseko from its own bank or mobile money account and recorded outside the Platform.]
• 22.5With each payment Chiseko provides a settlement statement showing the Order, the quantity accepted, the price, each deduction under section 23 and the net amount paid.
• 22.6If Chiseko does not pay within fourteen days, the Seller should contact info@chiseko.com quoting the Order number. [LAWYER TO CONFIRM: whether to provide for interest on late payment to Sellers, and at what rate.]

23. Deductions, taxes and records

• 23.1Seller Proceeds are the price agreed in the Order Confirmation multiplied by the quantity accepted at Delivery (or at the Chiseko depot gate), less only:
  1. Chiseko's commission under section 8, where and once a commission rate and payer have been published and the Seller is the payer;
  2. the amount refunded to the Buyer for an accepted Grade Claim or Rejection, net of the Claim Deduction passed to the Seller under section 10;
  3. transport, packaging, storage or handling charges that the Order Confirmation states the Seller bears;
  4. any tax Chiseko is required by law to withhold from a payment to the Seller [LAWYER TO CONFIRM: whether withholding tax applies to payments to farmers and small suppliers, and the treatment of Sellers with and without a TPIN];
  5. any amount the Seller owes Chiseko that is due and unpaid.
• 23.2Each Seller is responsible for its own taxes, levies and licences, including income tax, VAT registration where its turnover requires it, and any council or market levies. Chiseko may ask a Seller for its TPIN and will include it on invoices where required. [LAWYER TO CONFIRM: invoicing requirements when Chiseko invoices as agent for an unregistered Seller.]
• 23.3Chiseko keeps records of Listings, Orders, deliveries, claims and payments, and makes each Seller's own records available in its Account. The Seller should keep its own copies of delivery notes and goods-received notes; they are the evidence of Delivery for section 22.

Part E — Market Intelligence subscription

24. The service and its sources

• 24.1Market Intelligence is a dashboard of information about Zambian agricultural commodity markets: reported prices and their trends, indications of supply and demand, volume counters, a weather summary for farming areas, agricultural news, and, for Bulk Buyers, analytics of their own purchasing history. It is available to signed-in Accounts with an active subscription or free trial.
• 24.2Where the information comes from:
  1. Price observations are transcribed from messages posted in trader WhatsApp groups of which Chiseko staff are members. Staff export the chat manually and paste it into an administration tool; the tool proposes candidate prices, and a Chiseko administrator reviews and confirms each one before it is published. No bot or automated tool reads the groups and nothing is scraped. Traders' phone numbers are removed before a price is stored and are never published. Each observation is recorded as a bid (someone wanting to buy), an offer (someone wanting to sell) or unknown, and trends are calculated separately for each.
  2. Weather is obtained from Open-Meteo, a public weather-data service, for a fixed set of farming locations, and is refreshed on a schedule.
  3. News consists of headlines, short excerpts and links drawn from the public RSS feeds of named agricultural and business publishers [CONFIRM: list of feeds], refreshed on a schedule. The full articles belong to their publishers.
  4. Supply and demand indications are derived from approved Listings and Requirements on the Platform, in aggregate and without identifying any user.
  5. Buyer analytics are derived only from the subscriber's own Orders (and any historical trades Chiseko has recorded for it from its invoices).
  6. Unit conversions (for example from a bag or crate to kilograms) use published standard weights; a figure derived from a conversion is labelled “estimated” to distinguish it from a measured quantity.
• 24.3Market Intelligence is indicative only. A reported price is what one participant said on one day in one place. It is not an offer to buy or sell by Chiseko or by anyone else, it is not a quotation, it is not a forecast, and it is not financial, investment, agronomic or legal advice. Prices may be wrong, out of date, unrepresentative or unverifiable. Weather and news are provided as received from their sources.
• 24.4You use Market Intelligence at your own risk. Chiseko does not warrant that it is accurate, complete or up to date, and, to the extent permitted by law, is not liable for any planting, buying, selling, pricing or other decision you make in reliance on it (section 30).

25. Free trial, fees and cancellation

• 25.1Every new non-administrator Account receives a free trial of Market Intelligence of three (3) calendar months from the date the Account is created. Accounts that existed before the trial was introduced received a three-month trial from the date it was introduced [CONFIRM: date migration 700 was applied to the live database], not from their sign-up date.
• 25.2After the free trial, Market Intelligence is a paid monthly subscription of five United States dollars (USD 5.00) per month, plus VAT where applicable, charged in Zambian Kwacha at the exchange rate applied by our payment processor on the day of each charge. The Kwacha amount will therefore vary from month to month with the exchange rate; the rate source and the Kwacha amount of your last charge are shown on your subscription page. The subscription is charged automatically each month to the billing method you provide (clause 25.4). The price is shown on the Platform before you subscribe. [LAWYER TO CONFIRM: whether denominating a domestic subscription in USD and settling in Kwacha is permitted under current Bank of Zambia directives on the use of foreign currency in domestic transactions, and whether the price must instead be stated in Kwacha with periodic revision.] Chiseko may change the price on at least thirty (30) days' notice, taking effect from your next billing period.
• 25.3Billing is not yet active. The price in clause 25.2 has been set, but at the date of this draft the payment provider is not yet able to store a payment method or take a recurring charge. Until Chiseko tells you, in writing, that billing has started: you will not be charged; your access will not be removed when your trial ends; and you will be given at least thirty (30) days' notice before any first charge, together with the opportunity to cancel. [CONFIRM: wording to be updated when billing goes live.]
• 25.4When billing is active: you will be asked to add a payment method on DPO Pay's hosted page. DPO returns a token to Chiseko; Chiseko stores only that token together with the card brand, last four digits and expiry month and year so that you can recognise which card is on file, and never your full card number. Chiseko will charge the subscription fee to that payment method at the start of each billing period until you cancel. If a charge fails, Chiseko will retry and tell you; if it continues to fail, your subscription may be marked past due and access may be suspended after notice.
• 25.5You may cancel at any time from your Account or by contacting us. Cancellation takes effect at the end of the billing period you have paid for; you keep access until then and are not charged again. Fees for a billing period that has started are not refunded [LAWYER TO CONFIRM: whether any consumer cooling-off right applies to a digital subscription sold to an individual].
• 25.6Chiseko may suspend or end Market Intelligence, or change its content and features, on reasonable notice. If Chiseko ends the service during a period you have paid for, it refunds the unused part of that period.

26. Licence and permitted use

• 26.1Chiseko grants you a personal, non-exclusive, non-transferable licence to view and use Market Intelligence for your own farming, buying, selling or business planning for as long as your subscription or trial is active.
• 26.2You must not:
  1. resell, license, publish, broadcast, redistribute or otherwise make Market Intelligence, or any substantial part of it, available to anyone outside your own household or business;
  2. copy, download, scrape, crawl or extract the data in bulk, whether manually or by automated means;
  3. share your Account or OTPs to give others access;
  4. use Market Intelligence to build a competing product or a dataset for sale;
  5. remove or obscure any notice that data comes from Sekonomics.
• 26.3You may quote an individual figure or short excerpt in your own communications, provided you attribute it as “Source: Sekonomics Market Intelligence, [date]” [FOUNDER TO CONFIRM: whether any quotation should be permitted].
• 26.4The compilation, selection, arrangement and presentation of Market Intelligence are Chiseko's intellectual property. News content belongs to its publishers and is presented under the terms of their public feeds. Weather data is provided by Open-Meteo under its open licence.

Part F — Transporters and partners

27. Transporter and partner accounts

• 27.1A person or business may register as a transporter (stating vehicle type, capacity in kilograms and coverage area) or as a partner (stating sector and offering). These account types let Chiseko know who is available to work with; they do not give access to Buyer or Seller data and, at the date of this draft, the Platform has no feature for booking transport or partner services.
• 27.2Any engagement of a transporter or partner by Chiseko is under a separate written agreement. Nothing in these Terms obliges Chiseko to engage a transporter or partner, or obliges a transporter or partner to accept work.
• 27.3Where Chiseko engages a transporter to carry produce for an Order, section 11 applies as between Chiseko and the Buyer or Seller; the transporter's liability to Chiseko is governed by the separate agreement.

Part G — General legal terms

28. Platform availability and changes

• 28.1We aim to keep the Platform available at all times but do not guarantee it. It may be unavailable for maintenance, because of failures of hosting, telecommunications or payment providers, or for reasons outside our control. Sign-in depends on your receiving an OTP by SMS or email, which depends on mobile networks and email providers we do not control.
• 28.2We may change, suspend or withdraw any feature of the Platform at any time. Changes that affect an Order already confirmed do not apply to that Order.

29. Content you submit and intellectual property

• 29.1You keep ownership of the content you submit to the Platform: Listing text and photographs, Requirements, expressions of interest, reviews and any articles or insights you author. You grant Chiseko a worldwide, royalty-free licence to store, reproduce, edit for format and clarity, display and distribute that content on the Platform and in Chiseko's marketing and Market Intelligence for as long as it is on the Platform and for a reasonable period afterwards, and you confirm that you have the right to grant that licence and that the content does not infringe anyone else's rights.
• 29.2The Platform, its software, design, text, graphics, the Grade definitions, the Market Intelligence compilation and the Sekonomics and Chiseko names and logos are owned by or licensed to Chiseko. You may print or download extracts for your own use in connection with the Platform; you may not otherwise copy, adapt or commercially exploit them.
• 29.3If you post a review or comment about produce, a Seller or the Platform, it must be your honestly held opinion. Chiseko may remove content that breaches the Usage Policy.

30. Our liability

• 30.1Nothing in these Terms excludes or limits Chiseko's liability for:
  1. death or personal injury caused by its negligence;
  2. fraud or fraudulent misrepresentation;
  3. liability for defective products or unfair terms that cannot be excluded under the Competition and Consumer Protection Act No. 24 of 2010 in a sale to a Consumer Buyer;
  4. any other liability that cannot lawfully be excluded or limited.
• 30.2Subject to the previous clause, where Chiseko is the seller of produce (“Sold by Chiseko”), its total liability to the Buyer in connection with an Order, however arising, is limited to the Order Value of the produce concerned plus any delivery charge paid for it.
• 30.3Subject to the first clause of this section, where Chiseko is the Seller's agent (“Sold by [Seller], via Sekonomics”), Chiseko is not liable for the Seller's performance of the contract of sale. Chiseko's total liability to the Buyer or the Seller in connection with an Order is limited to the loss caused by Chiseko's own breach of these Terms or negligence in the services it provides, and to the amount of Chiseko's commission and charges on that Order or, where Chiseko carried the produce, the Order Value of the produce lost or damaged in its care (section 11), whichever is higher.
• 30.4Chiseko's total liability to a subscriber in connection with Market Intelligence in any twelve-month period is limited to the subscription fees paid by that subscriber for that period, or ZMW [AMOUNT] if no fees were paid.
• 30.5Chiseko is not liable for loss of profit, loss of business, loss of contracts, loss of crops or harvest opportunity, loss of data, or any indirect or consequential loss, or for any loss caused by inaccurate information a user has supplied, by a user's failure to keep an OTP or phone number secure, or by events outside our control (section 32). [LAWYER TO CONFIRM: enforceability of these exclusions against Consumer Buyers.]

31. Your indemnity

• 31.1If you are a Seller, a Bulk Buyer, a transporter or a partner, you will compensate Chiseko for any loss, claim, cost or expense (including reasonable legal costs) that Chiseko suffers because of your breach of these Terms or the Usage Policy, your breach of the warranties in section 21, any produce you supplied that was unsafe or unlawful, or your misuse of another user's personal data.

32. Events outside our control

• 32.1Chiseko is not liable for any failure or delay in performing its obligations caused by an event outside its reasonable control, including: strikes or industrial action; civil commotion, riot, war or terrorism; fire, flood, drought, storm, earthquake, pest or disease outbreak, epidemic or pandemic; failure of roads, railways, fuel supply, telecommunications, electricity or the internet; failure of mobile networks, email providers or payment providers to deliver messages or process payments; and the acts, orders or restrictions of any government or regulator.
• 32.2Chiseko's performance is suspended for as long as the event continues and the time for performance is extended accordingly. Chiseko will make reasonable efforts to end the event or find a way to perform despite it. If the event lasts more than thirty (30) days, either party may cancel any affected Order and Chiseko will refund any amount paid for produce not delivered.
• 32.3A Seller is likewise relieved of its obligation to deliver produce lost to drought, flood, pest, disease or other natural event outside its control, provided it tells Chiseko as soon as it knows, but must refund any advance it has received for that produce.

33. Written communications, electronic contracting and notices

• 33.1Communication between you and Chiseko is mainly electronic: through the Platform, by email, by SMS or by WhatsApp. You agree that contracts, notices and other communications provided electronically satisfy any legal requirement that they be in writing, and that an action taken through your Account after an OTP has been entered is your action and, where relevant, your signature. [LAWYER TO CONFIRM: reliance on the Electronic Communications and Transactions Act, 2021 for the validity of electronic records, signatures and contracts formed through the Platform, and the section references to cite.]
• 33.2Notices from you to Chiseko must be sent by email to info@chiseko.com or by letter to the registered office in section 1, quoting your Account phone number and any Order number. Notices from Chiseko to you are sent to the email address or mobile phone number on your Account, or posted in your Account or on the Platform.
• 33.3A notice is treated as received: when posted on the Platform, immediately; when sent by email, SMS or WhatsApp, at the time of sending unless a failure message is received; when sent by letter within Zambia, five (5) business days after posting.

34. Suspension and termination

• 34.1You may close your Account at any time by contacting us. Closing your Account does not affect Orders already confirmed, amounts owed or owing, or the licence in section 29 for content already published; and see the Data Policy for what happens to your data.
• 34.2Chiseko may suspend or deactivate your Account, remove or withdraw your Listings or Requirements, cancel unfulfilled Orders and end your Market Intelligence subscription, with or without notice, if:
  1. you breach these Terms or the Usage Policy;
  2. Chiseko reasonably suspects fraud, a fake Listing or Requirement, misuse of another user's contact details, or unlawful produce;
  3. you fail to pay an amount when due;
  4. your registration details cannot be verified;
  5. Chiseko is required to do so by law or by a regulator.
• 34.3Deactivation is carried out by an administrator, is recorded in the audit log with the reason, and blocks sign-in to the Account. Chiseko will tell you the reason unless the law prevents it, and you may ask for the decision to be reviewed by writing to info@chiseko.com. The Usage Policy describes the enforcement steps in more detail.
• 34.4Termination does not affect rights and obligations that have already accrued, and sections 4, 8, 10, 11, 22, 23, 26, 29, 30, 31, 33, 35 and 37 continue to apply.

35. Transfer of rights, waiver, severability and entire agreement

• 35.1You may not transfer, assign or sub-contract any of your rights or obligations under these Terms without Chiseko's prior written consent. Chiseko may transfer or assign its rights and obligations to a successor to its business, or sub-contract its obligations (for example to a transporter), on notice to you, provided your rights are not reduced.
• 35.2If Chiseko does not insist on strict performance of any obligation, or delays in exercising a right, that is not a waiver of the obligation or right and does not prevent Chiseko from enforcing it later. A waiver is effective only if it is expressly stated to be a waiver and is given in writing.
• 35.3If any provision of these Terms is found by a court or competent authority to be invalid or unenforceable, that provision is severed to the extent necessary and the rest of these Terms continue to apply.
• 35.4These Terms, the Usage Policy, the Data Policy and, for each Order, the Order Confirmation and any Order Agreement, are the whole agreement between you and Chiseko about their subject matter and replace all previous discussions and arrangements. Neither party relies on any statement not set out in them, but nothing in this clause limits liability for fraud.

36. Changes to these Terms

• 36.1Chiseko may change these Terms, the Usage Policy and the Data Policy from time to time to reflect changes in the Platform, its services, payment methods, market conditions, law or regulation. The current version is always published on the Platform with its date.
• 36.2Changes that materially reduce your rights or increase your obligations will be notified to you by email, SMS or a notice in your Account at least fourteen (14) days before they take effect. Other changes take effect when published. Continuing to use the Platform after a change takes effect is acceptance of it. A change does not apply to an Order confirmed before it took effect, unless the change is required by law.
• 36.3Consumer Buyers who do not accept a change may close their Account; no fee applies.

37. Complaints, disputes, law and jurisdiction

• 37.1If you have a complaint, contact us at info@chiseko.com or on +260 960 821 404 / +260 775 944 114 with your Account phone number and any Order number. We aim to acknowledge complaints within two (2) business days and to resolve them within fourteen (14) days. Grade Claims are handled under section 10 and are not affected by this section.
• 37.2Disputes between a Buyer and a Seller about a sale in which Chiseko acted as agent are between those parties. Chiseko will provide the Order record, delivery notes and claim records to both, and may, but is not obliged to, help the parties reach agreement.
• 37.3Before starting legal proceedings, the parties will try to resolve any dispute by discussion between senior representatives for at least fourteen (14) days after one party gives the other written notice of the dispute. [LAWYER TO CONFIRM: whether to provide for mediation or arbitration under the Arbitration Act No. 19 of 2000 for disputes with Bulk Buyers and Sellers, and whether consumer disputes should instead be reserved to the courts and the Competition and Consumer Protection Commission.]
• 37.4These Terms, every Order and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of Zambia. The courts of Zambia have non-exclusive jurisdiction, except that a Consumer Buyer may bring a claim in the courts of the place where they live in Zambia.