1. Agreement to These Terms
Auagro Group PTY LTD ("Auagro", "we", "us", or "our") operates a supplier-to-business agricultural commodities marketplace that connects business buyers with verified global suppliers and facilitates settlement in USDC held in escrow smart contracts on the Base network. These Terms of Service (the "Terms") govern your access to and use of our website, mobile applications, and related services (the "Services").
By creating an account, placing an order, or otherwise using the Services, you agree to be bound by these Terms and our Privacy Policy. If you use the Services on behalf of a business, you represent that you are authorised to bind that business, and "you" includes that business. If you do not agree to these Terms, do not use the Services.
2. Eligibility and Accounts
- The Services are intended for businesses and individuals aged 18 or over.
- You must provide accurate, complete registration information and keep it up to date.
- Buyers and suppliers must complete identity and business verification (KYC) before transacting. We may refuse, limit, or withdraw access where verification cannot be completed or where required by law.
- You are responsible for safeguarding your login credentials and any wallet credentials, and for all activity under your account. Notify us immediately of any unauthorised use.
3. The Auagro Marketplace
Auagro provides the platform through which buyers and suppliers transact. Unless expressly stated otherwise for a particular transaction, Auagro is not the buyer or seller of listed products: the contract of sale is formed directly between the buyer and the supplier. Suppliers are solely responsible for the accuracy of their listings, the quality, safety, and regulatory compliance of their products, and the fulfilment of their orders. We verify supplier identities, but we do not guarantee any listing, product, or counterparty.
4. Orders and Pricing
- Submitting an order through the Services is an offer to purchase. An order becomes binding when it is confirmed through the Services.
- Prices, quantities, tiered pricing, deposit requirements, shipping terms (including incoterms), and payment schedules are as displayed at checkout or agreed in the order.
- We may cancel orders affected by obvious pricing, listing, or system errors. If an order is cancelled, escrowed funds are returned in accordance with Section 5.
5. Payments, USDC and Escrow Settlement
- Payments on the platform are made in USDC, a fiat-backed stablecoin, on the Base network.
- Buyer payments for an order are held in an escrow smart contract and released to the supplier in accordance with the order's payment schedule as milestones are met (such as deposit confirmation, evidence of shipment, and confirmation of delivery), or as otherwise determined through the dispute process in Section 8.
- By transacting, you authorise the holding and release of escrowed funds in accordance with these Terms and the terms of the relevant order.
- Custodial wallet services are provided through third-party crypto-infrastructure partners (including Coinbase Developer Platform) and are subject to their terms.
- Blockchain transactions are generally irreversible. You are responsible for verifying transfer details, including wallet addresses, before confirming a transaction.
6. Digital Asset Risks
You acknowledge that the use of digital assets and blockchain networks involves significant risks, including: changes in law or regulation; network congestion, forks, or outages; software defects in smart contracts or wallets; loss of access to wallet credentials; and the risk that USDC does not maintain its intended value. Escrowed funds are not bank deposits and are not covered by any deposit insurance or government guarantee. To the extent permitted by law, you accept these risks.
7. Shipping, Delivery and Inspection
Suppliers must ship products in accordance with the shipping terms of the order and provide shipping documentation and evidence through the Services. Buyers must inspect products on delivery and raise any issues through the Services within the dispute window applicable to the order. Title and risk pass in accordance with the incoterms or other shipping terms agreed in the order.
8. Cancellations, Refunds and Disputes
- Cancellation rights depend on the status of the order and the terms agreed between buyer and supplier.
- If something goes wrong with an order, raise a dispute through the Services within the applicable dispute window and provide supporting evidence. Suppliers may respond with their own evidence.
- Where the parties cannot resolve a dispute, Auagro will review the evidence submitted and determine, acting reasonably and in good faith, how the escrowed funds for the order are released. Refunds are made in USDC to the buyer's platform wallet.
9. Fees
We may charge platform, transaction, or service fees as disclosed at checkout or otherwise agreed with you. Except as required by law, fees are non-refundable. Blockchain network (gas) fees and third-party charges may also apply and are not controlled by Auagro.
10. Acceptable Use
You must not:
- use the Services in breach of any applicable law or these Terms;
- misrepresent your identity, your business, your products, or your authority to transact;
- engage in fraud, money laundering, terrorism financing, or transactions involving sanctioned persons, entities, or jurisdictions;
- list or trade products that are illegal, unsafe, or prohibited in the relevant origin or destination market;
- settle or attempt to settle platform-originated transactions outside the Services to circumvent escrow protections or fees;
- interfere with, disrupt, reverse engineer, or attempt to gain unauthorised access to the Services, escrow smart contracts, or other users' accounts; or
- scrape, harvest, or misuse data from the Services.
11. Trade Compliance
You are responsible for complying with all laws that apply to your transactions, including anti-money-laundering and counter-terrorism-financing laws, sanctions and export controls, customs and import requirements, and biosecurity, food-safety, and labelling standards applicable to agricultural commodities. We may request supporting documentation and may suspend or cancel transactions where we reasonably believe a compliance issue exists.
12. Intellectual Property
The Services, including software, design, text, and trademarks, are owned by Auagro or its licensors and are protected by intellectual-property laws. Suppliers grant Auagro a non-exclusive, worldwide, royalty-free licence to host, display, and distribute their listing content for the purpose of operating and promoting the Services. If you provide feedback, we may use it without restriction or obligation to you.
13. Third-Party Services
The Services rely on and link to third-party services we do not control, including blockchain networks, wallet and custody providers, fiat on-ramp providers, and logistics carriers. Your use of those services is subject to their own terms, and we are not responsible for their acts, omissions, or availability.
14. Disclaimers
To the maximum extent permitted by law, the Services are provided "as is" and "as available" without warranties of any kind, and Auagro does not warrant the quality, safety, legality, or fitness for purpose of products listed by suppliers. Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law or other applicable law that cannot lawfully be excluded.
15. Limitation of Liability
To the maximum extent permitted by law: (a) Auagro is not liable for any indirect, incidental, special, or consequential loss, loss of profits, loss of revenue, or loss of data; and (b) Auagro's total aggregate liability arising out of or in connection with the Services is limited to the greater of the fees you paid to Auagro in the twelve months before the event giving rise to the claim and AUD $100. Where liability cannot be excluded but can be limited, Auagro's liability is limited to resupplying the relevant services or paying the cost of having them resupplied.
16. Indemnity
You indemnify Auagro and its officers, employees, and agents against any loss, liability, or expense (including reasonable legal costs) arising from your breach of these Terms, your violation of any law, your products or listings (if you are a supplier), or your transactions with other users, except to the extent caused by Auagro's own negligence or breach.
17. Suspension and Termination
We may suspend or terminate your access to the Services where you breach these Terms, where we are required to by law, or where we reasonably consider it necessary to protect the platform or its users. You may stop using the Services at any time and may request account deletion as described in our Privacy Policy. Termination does not affect orders already in progress: existing escrow arrangements continue to be administered under these Terms, and clauses that by their nature should survive (including Sections 12 to 18) survive termination.
18. Governing Law
These Terms are governed by the laws of New South Wales, Australia. You and Auagro submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts entitled to hear appeals from them.
19. Changes to These Terms
We may update these Terms from time to time. When we make material changes, we will update the "Last updated" date and, where appropriate, notify you through the Services or by email. Changes apply from the time they are published and do not affect orders already in progress. Your continued use of the Services after a change becomes effective constitutes acceptance of the updated Terms.
20. Contact Us
If you have questions about these Terms, please contact us at:
Auagro Group PTY LTD Email: privacy@auagro.com.au