Terms of Service

1. Acceptance of Terms

Welcome to Usila Incorporated Private Business Corporation ("Usila", "we", "us", "our"). By accessing or using our website, software applications, APIs, and related services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use our Services.

These Terms apply to all users of the Services, including but not limited to: Tenants (seed companies), Growers (farmers), Administrators, and End Users.

2. Definitions

• "Agreement" means these Terms of Service together with any other documents referenced herein, including our Privacy Policy.
• "Client" or "Tenant" means a seed production company that has subscribed to our Services.
• "Grower" means an independent farmer contracted by a Tenant to produce seed.
• "User" means any individual who accesses or uses our Services, including but not limited to administrators, agronomists, field managers, growers, and representatives of Tenants.
• "Content" means any data, information, text, images, software, or other materials uploaded, stored, or transmitted through the Services.
• "Offline-First" means that our Services are designed to function without a continuous internet connection, storing data locally and synchronising when connectivity is restored.
• "Seed ERP" means our flagship software platform for seed production management.

3. Use of Services

3.1 Eligibility

By using our Services, you represent and warrant that:

• You are at least 18 years of age.
• You have the legal capacity and authority to enter into this Agreement.
• You are acting on behalf of a Tenant (seed company) or Grower (farmer) with proper authorisation.
• You will comply with all applicable laws and regulations.

3.2 Account Registration

To use certain features of our Services, you may be required to create an account. You agree to:

• Provide accurate, current, and complete information during registration.
• Maintain the security and confidentiality of your account credentials.
• Promptly notify us of any unauthorised access or use of your account.
• Be solely responsible for all activities that occur under your account.

3.3 Prohibited Uses

You may not use our Services:

• In any way that violates applicable local, national, or international laws or regulations.
• To transmit, store, or distribute any material that is unlawful, defamatory, obscene, or infringing.
• To interfere with or disrupt the integrity or performance of our Services.
• To attempt to gain unauthorised access to any systems or networks.
• To impersonate any person or entity or misrepresent your affiliation with any person or entity.
• To harvest or collect personal information of other Users without their consent.
• To engage in any activity that could damage, disable, overburden, or impair our Services.

4. Intellectual Property

All intellectual property rights in and to our Services, including but not limited to software, source code, algorithms, user interfaces, trademarks, logos, and documentation, are owned by Usila Incorporated Private Business Corporation or its licensors.

You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use our Services solely for your internal business purposes, subject to these Terms.

You may not:

• Copy, modify, distribute, or create derivative works based on our Services.
• Reverse engineer, decompile, or disassemble any part of our software.
• Remove or alter any proprietary notices or marks.
• Use our trademarks or logos without prior written consent.

All Content you upload or store through our Services remains your property. By using our Services, you grant us a licence to host, process, and display your Content solely to provide the Services to you.

5. Data Protection and Privacy

We are committed to protecting your personal data and privacy. Our collection, use, and disclosure of personal data are governed by our Privacy Policy, which forms an integral part of these Terms.

By using our Services, you consent to the collection and processing of your personal data in accordance with our Privacy Policy.

6. Payment and Fees

Our Services are provided on a subscription basis, unless otherwise agreed in writing. The applicable fees and payment terms are set out in the separate Subscription Agreement or as displayed on our website at the time of subscription.

Payment obligations are non-cancellable and fees paid are non-refundable, except as may be required by applicable law or as specifically stated in your Subscription Agreement.

We reserve the right to modify our fees with at least 30 days' prior notice to you. Any changes to fees will be communicated via email or through our platform.

7. Warranties and Disclaimers

Our Services are provided "as is" and "as available", without any warranties of any kind, whether express or implied.

To the fullest extent permitted by law, we disclaim all warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• Warranties that the Services will be uninterrupted, error-free, secure, or free from viruses.
• Warranties regarding the accuracy, reliability, or completeness of any Content or data.

You are solely responsible for the accuracy, quality, and legality of any Content you upload, and for ensuring that your use of the Services complies with all applicable laws and regulations.

8. Limitation of Liability

To the maximum extent permitted by applicable law, Usila Incorporated Private Business Corporation and its officers, directors, employees, agents, and affiliates shall not be liable for:

• Any indirect, incidental, special, consequential, or punitive damages.
• Any loss of profits, revenue, data, goodwill, or business interruption.
• Any damages arising from or related to your use of or inability to use the Services.
• Any unauthorised access to or alteration of your data or Content.
• Any statements or conduct of any third party on our Services.

Our total liability to you under these Terms shall not exceed the total amount paid by you, if any, for the Services in the twelve (12) months preceding the event giving rise to liability.

9. Termination

We may suspend or terminate your access to our Services at any time, with or without cause, and with or without notice, including but not limited to:

• Violation of these Terms.
• Non-payment of fees.
• Conduct that we believe is harmful to our Services or other Users.
• At your request, you may terminate your account at any time.

Upon termination, all provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, warranty disclaimers, and limitation of liability.

10. Modifications to Terms

We reserve the right to modify these Terms at any time. Any changes will be posted on this page with an updated Effective Date. We will provide notice of material changes via email or through our Services at least 15 days prior to the changes taking effect.

Your continued use of our Services after the Effective Date constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using our Services.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Zimbabwe, without regard to its conflict of law principles.

Any disputes arising under or in connection with these Terms shall be submitted to the exclusive jurisdiction of the courts of Zimbabwe.

12. Contact Information

If you have any questions, concerns, or requests regarding these Terms, please contact us at:

• Email: info@usila.co.zw
• Phone: +263 77 257 2462
• Address: Harare, Zimbabwe

Last updated: 2026-08-29