InventoryClub Marketplace Terms and Conditions

 
Last updated: July 22, 2021    These are the Terms and Conditions (“terms of use”, “terms of service”, “the Terms”) for the InventoryClub Peer-to-Peer (P2P) and Business to Business (B2B) Marketplace (“InventoryClub”,” Marketplace”, “we”, “us”, “our”, “the Service”). The InventoryClub Marketplace is a peer-to-peer Agricultural drop shipping (Agri drop shipping) platform which allows traders across Sub-Saharan Africa to connect with a global membership of financial backers. Please read our Terms and Conditions carefully before using the InventoryClub Marketplace and corresponding services, such as Co-operatives (CoOP's) and AgriiMarket, operated by InventoryClub as part of the InventoryClub ecosystem ("us", "we", or "our"). 
 
By using the InventoryClub (P2P) Marketplace or any of our associated websites, APIs, or corresponding services (collectively the “InventoryClub ecosystem”, “InventoryClub”, “Services”), you agree that you have thoroughly read, completely understood, and accept to comply with our Terms and Conditions. The contracting entity that you are contracting with is The InventoryClub Marketplace, known as InventoryClub. 
 
Your access to and use of the Service is conditioned on your acceptance of and compliance with our Terms and Conditions. Our Terms and Conditions apply to all visitors, users and others who access or use the Service. We reserve the right to change and update these Terms and Conditions by posting changes and updates to the InventoryClub Marketplace website. You are advised to check these Terms and Conditions regularly for any changes or updates that may be relevant to you. 
 
By accessing or using the Service you agree to be bound by our Terms and Conditions. InventoryClub and the associated services offered by InventoryClub should NOT be used by persons who do NOT agree with our Terms and Conditions, wish to comply with our Terms and Conditions (“Terms”) and/or with the common law legal system of England and Wales (English Law) and corresponding international law. 
 
Before using the Service and Services, you must also read InventoryClub’s Privacy Policy which governs the protection and use of personal information about Users in the possession of InventoryClub and associated components of the InventoryClub ecosystem. We respect and diligently protect the privacy of those who access and use our Service. 

 
General Agreement
 
Under these Terms and Conditions, by the using the Service you agree to use InventoryClub and corresponding components of the InventoryClub ecosystem for your own private, personal, and internal purposes. You also agree to not exploit the features and functions of the Service and Services in the form of reproduction, unauthorised download and/or resell of any aspect of the Service and Services. This covers everything within and directly associated with the Service and Services, including but not limited to images, video, written/text content, files, data of all types and more. Use of any content, features, or functions of InventoryClub for any purpose not expressly permitted in these Terms and Condition is prohibited. Any material or data of any kind, including but not limited to the state's items above, that a user downloads or otherwise obtains through InventoryClub is done at each user’s sole discretion and risk and each user is solely responsible for any damages and subsequent consequences.

Access to InventoryClub
 
For actual and potential Members and Traders, ensuring that you have uninterrupted access to the InventoryClub (P2P) Marketplace, your account(s), its content and features and associated components of the InventoryClub ecosystem is our priority. However, we cannot guarantee that access to the stated will always be uninterrupted or consistently be available; access may also be restricted directly by InventoryClub due to negative user behaviour, which can be defined but is not limited to, a failure to comply with our Terms and Conditions.    Access may be suspended, limited, or prohibited due to the following:  - Error of any kind  - Fault of any kind  - Force majeure  - Maintenance; planned or otherwise.    Access may be suspended, limited, or prohibited due to the stated reasons above but is not limited to this list. Note, InventoryClub will not be liable to you for any damage or loss of any kind which you may incur because of restricted access to the Service and Services, regardless of the reason for the restriction. 

Members
 
A Member is defined as a user who purchases Inventory Finance Agreements (“IFA,” “proposal”) and INSTRUCTS Merchants and InventoryClub to fulfil the IFA. These Terms and Conditions apply to all Members (“you,” “your,” “user(s),” “it(s)”) of InventoryClub in respect of their Member Account regardless of whether they hold a Traders Account, an AgriiMarket Account, or both. 
 
These Member Terms and Conditions describe the relationship between a Member and InventoryClub and the relationship between a Member and a Trader. These Terms also outline a member purchasing proposals and exactly what this will mean, and what will happen following the purchase; including the Intermediary Services that we provide on the InventoryClub (P2P) Marketplace. 
 
Before you create a Member Account, you must read these Member Terms and Conditions. By creating and maintaining a Member Account, you agree to be bound by these Member Terms and Conditions. You agree to access and use the InventoryClub (P2P) Marketplace and the Website for the purposes stated and in accordance with, these Member Terms and Conditions. 
If you feel you are not able to comply with these Member Terms and Conditions or you do not wish to be bound by them, then you should not proceed to create a Member Account or access the InventoryClub (P2P) Marketplace. If you are an existing Member and do not wish to or are not able to comply to an update to the Service then you should close your Member Account, in accordance with our closing procedure and not continue to access the InventoryClub (P2P) Marketplace. 

InventoryClub’s relationship with Members
 
These Member Terms and Conditions set out the basis of our relationship with you as a member. We do not make guarantees of any kind to you regarding but not limited to, the use, features, functions, or outcomes of participation in the InventoryClub (P2P) Marketplace. 
The Inventory Finance Agreement (“IFA,” “proposal”) sets out your relationship with a Trader. An IFA is between a Member and a Trader, but we have certain rights under it to enable us to perform our role properly. If there is any conflict between these Member Terms and Conditions and the IFA, the terms of the IFA will prevail. 
 
We will not perform any management functions on your behalf in respect of any proposals that you have purchased. It is your sole decision whether to purchase a proposal from a Trader on the InventoryClub (P2P) Marketplace. You should seek independent financial, legal, tax or other professional advice prior to deciding to purchase an IFA on the InventoryClub (P2P) Marketplace. 
 
We are not authorised nor do we, give investment, loan, or lending advice. No information contained on the InventoryClub (P2P) Marketplace or any other component of the InventoryClub ecosystem constitutes investment advice or a recommendation to purchase proposals and should not be treated as such. 

Creating a Member Account
 
Before you can purchase proposals on the InventoryClub (P2P) Marketplace you must create a Member Account. We have absolute discretion whether to accept or reject your application to become a ‘Member’ and create a Member Account. 
You confirm and agree that, when you create a Member Account and for so long as you maintain a Member Account that the information you provide to us is true and accurate in all respects and is not misleading, that you will ensure no unauthorised person can access or use your Member Account, that if you are acting on another person's behalf, you are authorised to act on their behalf and will provide us with written evidence of your authority to act when requested. Furthermore, you understand that by purchasing any IFA through the InventoryClub (P2P) Marketplace, you are instructing Traders, your capital is at risk, and you accept that you are fully exposed to all losses which may be incurred by you. 
 
You must update your Member Account when your details change or tell us, and we will update your details. Also, you must provide us with the VNT address of your nominated VNT wallet.
 
When you create your Member Account you must provide a username, a valid e-mail address, a password and certain security information. Your username and password are unique to your Member Account and are non-transferable without our specific prior written consent. You will need them to access certain restricted areas of the Website. 
 
You must notify us immediately if you believe that an unauthorised person is using your Member Account, or the security of your Member Account has been or might be breached. We can assume that all correspondence, purchases, transfers, and instructions made by reference to your username and password are made by you. We can decline to act on your instructions or suspend your Member Account if we suspect illegal or fraudulent activity or unauthorised use of your Member Account. 

Inventory Finance Agreements - Members Buying Proposals
 
    •    Members browse the Marketplace for proposals and make a purchase provided the Traders proposal level is equal to or less than their ‘Member’ level.  
    •    When a proposal purchase is complete, InventoryClub is instructed by the Member to purchase the physical inventory items on behalf of the member.  
    •    The inventory is stored in an InventoryClub warehouse until sold. 

Traders
 
A Trader is defined as a user who proposes Inventory Finance Agreements (“IFA,” “proposal”) and is INSTRUCTED by Members who have purchased IFA to fulfil the IFA, through but not limited to, selling the purchased inventory on AgriiMarket. These Terms and Conditions apply to all Traders (“you,” “your,” “user(s),” “it(s)”) of InventoryClub in respect of their Traders Account regardless of whether they hold a Member Account, an AgriiMarket Account, or both. 
 
These Trader Terms and Conditions describe the relationship between a Trader and InventoryClub and the relationship between a Member and a Trader. These Trader Terms also outline how a trader can propose IFAs and exactly what this will mean, and what will happen following the purchase; including the Intermediary Services that we provide on the InventoryClub (P2P) Marketplace. 
 
Before you create a Traders Account, you must read these Trader Terms and Conditions. By creating and maintaining a traders Account, you agree to be bound by these Trader Terms and Conditions. You agree to access and use the InventoryClub (P2P) Marketplace and the Website for the purposes stated and in accordance with, these Trader Terms and Conditions. 
If you feel you are not able to comply with these Trader Terms and Conditions or you do not wish to be bound by them, then you should not proceed to create a Traders Account or access the InventoryClub (P2P) Marketplace. If you are an existing Trader and do not wish to or are not able to comply to an update to the Service then you should close your Traders Account, in accordance with our closing procedure and not continue to access the InventoryClub (P2P) Marketplace. 
 
InventoryClub’s relationship with Traders
 
These Member Terms and Conditions set out the basis of our relationship with you as a Trader. We do not make guarantees of any kind to you regarding but not limited to, the use, features, functions, or outcomes of participation in the InventoryClub (P2P) Marketplace. 
 
The Inventory Finance Agreement (“IFA,” “proposal”) sets out your relationship with a ‘Member’ and what you are instructed to do. An IFA is between a Member and a Trader, but we have certain rights under it to enable us to perform our role properly. If there is any conflict between these Trader Terms and Conditions and the IFA, the terms of the IFA will prevail. 
 
We will not perform any management functions on your behalf in respect of any proposals that you have proposed, have been purchased by a ‘Member’ and that you are under instruct. It is your sole decision whether to propose an IFA in the Marketplace and thus allow a Member on the InventoryClub (P2P) Marketplace to purchase the IFA, thus instructing you to sell the Inventory. 
 
You should seek independent financial, legal, tax or other professional advice prior to deciding to propose an IFA on the InventoryClub (P2P) Marketplace.    We are not authorised to give investment, loan, or lending advice. No information contained on the InventoryClub (P2P) Marketplace or any other component of the InventoryClub ecosystem constitutes investment, loan, lending advice or a recommendation to purchase proposals and should not be treated as such. 
 
Creating a Traders Account
 
Before you can propose IFAs on the InventoryClub (P2P) Marketplace you must create a Traders Account. We have absolute discretion whether to accept or reject your application to become a Trader and create a Trade Account. 
 
You confirm and agree that, when you create a Traders Account and for so long as you maintain a Traders Account that the information you provide to us is true and accurate in all respects and is not misleading, that you will ensure no unauthorised person can access or use your Merchant Account, that if you are acting on another person's behalf, you are authorised to act on their behalf and will provide us with written evidence of your authority to act when requested. Furthermore, you understand that by proposing any IFA through the InventoryClub (P2P) Marketplace, you will receive instructs from any Members who purchases your proposal, and you accept that you are fully exposed to all losses of any kind which may be incurred by you. 
You must update your Trade Account when your details change or tell us, and we will update your details. Also, you must provide us with the VNT address of your nominated Wallet. 
 
When you create your Traders Account you must provide a username, a valid e-mail address, a password and certain security information. Your username and password are unique to your Trade Account and are non-transferable without our specific prior written consent. You will need them to access certain restricted areas of the Website. 
You must keep your username, password, and security information secure and confidential. You are responsible for all activity on or through your Member Account, the InventoryClub (P2P) marketplace, and in connection with your nominated VNT wallet, including all activity by anyone that uses your username, password, or security information, whether they have been authorised by you or not. 
 
You must notify us immediately if you believe that an unauthorised person is using your Trading Account, or the security of your Trading Account has been or might be breached. We can assume that all correspondence, purchases, transfers, and instructions made by reference to your username and password are made by you. We can decline to act on your instructions or suspend your Trading Account if we suspect illegal or fraudulent activity or unauthorised use of your Trading Account. 
 
Inventory Finance Agreements - Selling Proposals
 
    •    Traders submit a proposal containing IFA details. The details of the proposal are checked, the KYC (Know Your Customer) is conducted on the stated supplier and the proposal is either accepted or rejected by InventoryClub.  
    •    Traders can only submit proposals within their Trade level; if they exceed their level the proposal will be rejected.  
    •    If the proposal is accepted, it goes live and can be viewed in the Marketplace.

Co-operatives
 
A Co-operative (CoOP) is owned by groups made up of individual members not big investors. Profits mean members receive money, rewards and offers and a CoOP can support its local community or any other community.
 
These Member Terms and Conditions describe the relationship between a CoOP Member and InventoryClub and sets out the purpose and procedures. We do not make guarantees of any kind to you regarding but not limited to, the use, features, functions, or outcomes of participation in the InventoryClub (B2B) Marketplace.
 
The Purpose of the InventoryClub CoOP's is to serve its members by carrying on business as a Co-operative for the benefit of its members in accordance with the Values and Principles. The current expression of the CoOP Purpose is championing a better way of doing business in the agricultural value chain.
 
InventoryClub’s relationship with CoOP's
 
These Co-operative Terms and Conditions set out the basis of our relationship with you as a member. We do not make guarantees of any kind to you regarding but not limited to, the use, features, functions, or outcomes of participation in the InventoryClub (B2B) Marketplace.
 
The CoOP summary page (once you have joined the witing list and swapped to units) sets out your relationship with InventoryClub and what we are instructed to do. A CoOP is between a Member and InventoryClub, and we have certain rights under it to enable us to perform our role properly. If there is any conflict between these CoOP Terms and Conditions, we reserve the right to govern the outcome the way we see best for InventoryClub.
 
You should seek independent financial, legal, tax or other professional advice prior to deciding to join a CoOP on the InventoryClub (B2B) Marketplace.
 
Joining a CoOP
 
If a CoOP is closed, you can join the waiting list to gain access and added benefits for showing early interest. There is a cost fixed to joining the waiting list and members will not be able to do so without sufficient VNT or InventoryClub Credits in their account. Once a member has joined the list they will be notified as soon as a CoOP becomes available to join. Members then must use their VNT/ InventoryClub Credits to purchase units for the CoOP’s which will represent an amount or percentage of the CoOP, which is now owned by the member.
 
Each CoOP differs depending on its focus and attracts a separate annual membership fee. Members can join as many CoOPs as they wish. 
 
InventoryClub intermediary Services

The InventoryClub Marketplace is a peer-to-peer Agri dropshipping platform that enables Members from worldwide, to finance Traders from Sub-Saharan Africa. Members can also join one of our CoOPs by purchasing InventoryClub credits which can then be swapped for units which represent a stake/percentage in a CoOP. Our primary role is to operate and manage the Marketplace and the associated components of the InventoryClub ecosystem, provide features and functions to match Members with Traders, facilitate the purchase of trader proposals by Members using VNT/fiat currencies, and perform Intermediary Services. We, or others we instruct, perform Intermediary Services such as carry out KYC’s (Know Your Customer) assessments on Trade suppliers, reviewing and facilitating the creation of IFAs to be proposed by Traders, collecting, and distributing payments due to you and received by us from purchases of directly financed Inventory on AgriiMarket. You as a Member authorise us to provide or arrange the provision of the Intermediary Services for you. Our intermediary role will be further detailed in the outlined processes below. 
No information, activity or process undertaken, or outcome reached, in connection with the provision of Intermediary Services, including the KYC assessments of suppliers or the review and acceptance of IFAs, is intended to constitute or be construed as advice, recommendations or any kind guarantee by the InventoryClub (P2P) Marketplace or any component of the InventoryClub ecosystem as to the competence of a Trader and thus the quality of their proposal, the actual monetary amount you will receive after purchasing an IFA, or the likelihood of receiving a monetary amount less than the monetary amount you purchased the IFA for. 
 
InventoryVault

InventoryVault is the InventoryClub Blockchain. This is where all information and data from all components of the InventoryClub ecosystem is stored.    Note, we do NOT store your direct personal information and data, defined in our Privacy Policy, in InventoryVault.    The data stored in the InventoryVault, associated with the InventoryClub (P2P) Marketplace, CoOP's and AgriiMarket includes but is not limited to: 
    •    Transactions such as proposal purchases, and payments associated with proposals and their associated VNT wallet addresses  
    •    The time, date, and price at which Inventory has been sold on AgriiMarket  
    •    The Account ID of purchasing and instructing Members  
    •    The Account ID of proposing Traders and those under Instruction from Members

About InventoryClub
 
We will not charge you any fee for creating an Account, whether Member or Trader on the InventoryClub (P2P) Marketplace. Fees are charged when a ‘Member’ purchases a proposal and when Inventory purchased by InventoryClub under the instruction of a ‘Member’ is sold on AgriiMarket. 
 
Intellectual Property Rights
 
InventoryClub is the owner (sole) of all the rights, interests, and content of the Service. The website content and functionality within the InventoryClub ecosystem and outside within justifiable scope (not limited by this statement) can be considered trade secrets and are protected by relevant intellectual property rights laws and global copyright laws; all ownership rights in the Service and associated Services remain with AgriiMarket.    Note, all rights not otherwise claimed under these Terms and Conditions are hereby reserved. 
 
Unforeseeable circumstances
 
There is a probability, however small, of chance occurrences or unavoidable accidents that may prevent us from fulfilling any or all features or functions of the Service. The occurrences and accidents can be described as but are not limited to an act of God, act of man or act of parliament. Meaning, without limitation, anything beyond our reasonable control such as a fire, storm, flood, war, strike, labour disputes, riots, crime, computer and/or internet failure, electrical power failures, any equipment failure, and various potential failures of third parties. Under no circumstances shall InventoryClub or any component of the InventoryClub ecosystem be held liable for disruption of the Service delivered through the InventoryClub (P2P) Marketplace due directly or indirectly to the stated or corresponding chance occurrences or unavoidable accidents.

Disclaimers
 
We do not guarantee that the Service and Services will always be free of technical faults, bugs and/or computer and web viruses; we advise users to utilise virus protection software. Your computer programmes, platforms and information technology are your responsibility to configure. 
 
The display or provision of any hyperlink and reference to any third-party website, product or service does not mean that we endorse that third-party's website, products, or service. Users of a third-party site may be governed by the terms and conditions of that third-party website.    Furthermore, we do not warrant or represent that the use of the Service and Services, its content, features, or functions, will not infringe the rights of any third-party.
 
Funds
 
InventoryClub IS NOT A BANK and only holds funds for the purposes of settling the provision of services specific to our P2P and B2B marketplace. We strongly recommend that all users do not hold dormant balances on the platform. No user is permitted to hold a dormant balance on the platform for more than 60 days. InventoryClub reserves the right to apply Admin Fees or write downs to dormant balances until they are withdrawn or become zeroed. Funds held by InventoryClub on the platform are not insured nor covered by any Financial Services Compensation Scheme or any other government agency. InventoryClub hold the funds in a separate account.
 
Payments
 
InventoryClub acts as an Agent of Payment between our P2P and B2B customers. InventoryClub agrees to discharge the members/traders' obligations relating to payments coming in and out of their accounts. InventoryClub agrees to make such funds available to the required project or trader, subject to fraud an AML procedure. Members are then able to withdraw those funds subject to meeting all the requirements of InventoryClub. InventoryClub takes its obligations to prevent fraud and money laundering seriously and reserves the right to delay payments to members if fraud or money laundering is suspected. All payments for work completed must go via InventoryClub unless InventoryClub has given its express written permission otherwise in relation to a specific payment; attempts to pay outside of InventoryClub will lead to sanctions not limited to immediate account suspension.