INTRODUCTION
This agreement outlines the terms and conditions (the “Terms”) between you (an “Investor”, “Client”, “you”) and Rent A Pot Limited (“RAP”, the “Company”, “we”, or “us”) under which you agree to invest to cultivate by renting pots to grow vegetables through our website https://rentapot.co.ke.
LEGAL AND REGULATORY INFORMATION
RENT A POT Limited is a private limited company registered in Kenya (registration company number PVT-EYU8R27 with its address Of P.0. Box 25 Ragengni, Post Code 40604.
RENT A POT AGREEMENT.
THIS RENTAL AGREEMENT is made from the day your investment is acknowledged by our bankers – Commercial Bank of Africa (CBA), Kisumu branch.
BETWEEN Rent A Pot Ltd
Of P.0. Box 25 Ragengni, Post Code 40604 or Whose Registered Office is situated in Kunya Beach, 5 km from Ragengni market in Uyoma off Ndori – Lwanda Kotieno main road. (Hereafter called RAP) and you (Hereinafter called “the investor / Client”) who has sent your electronic investment funds to our account at CBA Kisumu branch.
WHO ARE WE.
Rent A Pot (RAP) Ltd is a Horticultural Management agro business company that makes investment in modern farming affordable via our website https://rentapot.co.ke Our aim is to link investors to youthful farmers who have been well trained to use our system to produce high quality horticultural produce using hydroponics. Our objective will be accomplished by engaging, empowering and partnering with our youth in rural areas in a well proven commercial hydroponic system to produce high quality nutritional vegetables.
RAP is an agro-business company with expertise in greenhouse vegetable production using hydroponics and the investor is a client engaging RAP to grow crops in rented pots in a greenhouse as an investment service herein specified in the terms of contract.
WHAT WE DO
RAP is focused on raising funds from working class folks to build shared state of the art hydroponic park facilities for youthful farmers in rural Africa who are normally neglected. RAP is seeking partner-investors to raise funds (Harambee) by renting Easy2Grow pots to them. We rent each pot to our investor at an affordable nominal amount of only Ksh3,000 ($30) per year. We manage the entire production, harvesting and sales cycle for you the investor. We have an attractive cash reward package as an incentive for our investors towards their contributions.
NOW IT IS HEREBY AGREED AS FOLLOWS:
For the considerations hereinafter stated RAP shall upon subject to the conditions here below carry out and complete the works stipulated in the contracts terms and conditions.
You our client shall invest through our website the full sum of Ksh3000 ($30) for each rented pot. Your investment money will be used to cover the cost of purchasing farm inputs; – fertilizer, seeds, trays, leasing the pots, building the greenhouse, maintenance cost, management, logistics including labor and sale of the crop. All costs are included in your investment per pot rented.
SCOPE OF WORK:
Types of crops to be planted inside the greenhouses include but are not limited to:
- Tomatoes
- Capsicums
- Sweet Melons
- Cucumbers
- Watermelon
- Cherry Tomatoes
- Leafy Greens.
These crops shall be planted in different season so as to sell at peak market prices to ensure returns on investment.
- GENERAL TERMS OF LEASE.
1.1.1. Rental Period. The rental period shall take effect from the day your payment is received for an initial 5 year period. You agree that by investing, your contribution is tied and unavailable for the entire duration of one year. RAP will NOT refund or disburse any proceeds to you until the successful completion of a farming cycle
1.1.2 Construction: Rent A Pot Ltd will complete the construction and launch operation of the greenhouse within 3 months after all available pots have been rented.
1.1.3. Planting: Rent A Pot Ltd will ensure planting is done within 2 weeks after completion of the greenhouse construction.
- RAP does acknowledge the date of termination of this agreement and specifically waives any further requirement of written notice of termination.
This rental agreement may be extended only with written mutual agreement of both the client and RAP.
- Amendment and Alterations. Any amendment or alteration to these rental terms shall be in writing or by electronic message agreed on by both RAP and all investors in the project.
- Partnership is intended. It is particularly understood and agreed that this rental agreement shall be deemed as an intent to give the investor equity shares.
- Transfer of property. If RAP should sell or otherwise transfer ownership of the company they shall have to do so subject to the provisions of this agreement.
- Right Entry. Whereas the investor will be allowed site visit to carry out inspection of investments carried out on greenhouse project, RAP reserves right of limited entry by the investor to inspect and carry out planting, maintenance and sale of crops and to make suggestions for improvements to the greenhouses project.
- No right to sublease. RAP does not convey to the investor the right to rent or sub-rent the owned pots or to assign the rental agreement to any person or persons whomsoever.
- Binding on heirs. Provisions of this rent shall be binding upon the heirs, executors, administrators and successors of both RAP and the investor in like manner as upon the original parties, except as provided by mutual written agreement.
- Crop Insurance and Security. RAP shall ensure security is enforced via electric perimeter fence, gated entrance or existence of security personnel.
- RAP shall be responsible for maintenance of the investor’s crops for the rental period of this agreement.
- OBLIGATIONS OF RENT A POT LTD
- RAP will supervise and manage the greenhouse until the lifespan of 5 years is over.
- RAP will plant crops mentioned in articles of agreement.
- RAP will market and sell all the produce from the greenhouses to supermarkets, markets and retail outlets.
- RAP will ensure the productivity of the entire greenhouse is optimal.
- RAP will assign an agronomist who will be tendering to the greenhouse on the site permanently.
- RAP will offer free site updates. RAP will keep you posted on our website with pictures and videos of the activities happening on the site every 3 months.
- OBLIGATIONS OF INVESTOR
3.1. INESTORS REPRESENTATIONS AND WARRANTIES
Representations and warranties are statements and promises made by our client to the RAP, which we rely on as being accurate in our dealings with you. You make the following representations and warranties to us at the time of agreeing to these Terms and every time you use our Platform.
1 you are over the age of 18 years;
2 you are of sound mind and have the capacity to enter into these Terms.
3 All personal information that you provide about yourself is accurate and true to the best of your knowledge;
4 You hold a bank or MPesa account in your own name and will use this account to transfer money to our account when you invest or receive refunds earned by you;
5 You will only ever sponsor with your own money unless you are authorised on behalf of a third party (“Third Party”) and we agree that you may act on behalf of that Third Party.
6 You are not using any illegal funds or attempting to launder by investing on RAP platform.
7 If you are registering or accepting these Terms on behalf of a legal entity such as a company, trust or partnership, you are legally authorised to do so and we may request evidence of such legal entitlement (by way of a copy of any document which shows the valid and subsisting authorisation);
8 You are not breaching any laws or regulations that are applicable to you or any company, trust or partnership upon whose instructions you are acting.
- At the end of a successful farming cycle, you can decide whether to withdraw your funds by instructing us by electronic mail to transfer funds into a bank account you provide us otherwise, you let the monies rollover to the next season.
- Will provide account details to receive your investment.
- Will NOT rent out pots to other persons.
- Will acknowledge returns on investment via mobile text message or email within less than 21 days.
- Will ensure payment of progressive years of operation or accept deduction on returns for the progressive year.
- TERMINATION OF CONTRACT
- Any party may for various reasons terminate this contract by providing a three months’ notice in writing.
- These Terms may be terminated by you provided that you have no outstanding payments. Notice of termination must be provided in writing to info@rentaport.co.ke
- The contract may be terminated due to the following reasons but not limited to,
- If the client fails to pay the investment amount at the agreed on time.
- If RAP fails to deliver on the investment return within 2 months of agreed time.
- Crops Marketing after Maturity
- The purpose of every client investing in this opportunity is the sale of the vegetable product and subsequent returns on the investment.
- RAP offers a tailor made production solution where we will manage the crops production cycle, thereafter we sell and the client receives the returns as per the agreement.
- Cost of renting a Pot is Ksh3,000/- ($30) per year.
- The client will receive a return on investment as per the following schedule over 5 years period;
INDEMNIT
Subject to the Terms of Insurance and any insurance claims settled, you agree that the Company has no obligation to reimburse or indemnify you for any cost, loss or liability which you incur as a result of the failure of our farm to yield according to expectations.
You agree to indemnify and hold harmless the Company, any farmer, and all our other agents or sub-contractors, against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties and legal and other reasonable professional costs and expenses) suffered or incurred as a result of:
1 your fraudulent or illegal use of the Platform, the Services or the Website;
2 your negligence or any default by you of any of these Terms or the terms of any Loan Agreement to which you are matched;
3 Any inaccurate or incomplete information that you have knowingly provided to us;
4 You allowing any other person to access your account either with your permission or as a result of your failure to keep your credentials private;
5 Any service that you have offered, whether with or without our permission, to another third party using our Platform, Services or Website;
6 Any claim made against you for actual or alleged infringement of the Company’s Intellectual Property Rights or any actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the invest or your use of the Platform
Payments
All payments should be sent via PesaPal on our website https://rentapot.co.ke for our account at;
Bank: CBA (Kenya)
Name: Rent A Pot Limited
Branch: Kisumu
Risk Factors
Risk Factors in Order of Importance
Natural environmental conditions like heavy wind storms, floods and disease are risks that we have tried to mitigate to the best of our ability by building a very strong greenhouse, implemented a good drainage system and used fine nets.
Limited history of revenue or Projections
Our projections are based on current yields and sale prices which are subject to market forces. You should only invest in Rent A Pot only if you are able to bear the risk of any loss of your investment and have no need for immediate liquidity in your investment. An investment into our pots should not constitute a major portion of your portfolio. You should consult your own independent advisors as to the tax, business and legal considerations regarding an investment in our business model.
Exit strategy
You may never be able to sell your investment in the open market and recover any part of your investment, unless the company is able to complete a subsequent public offering or the Company is able to sell itself or assets for cash or merge with a public company.
We have limited operating history
We have minimal operational history and no history of earnings. Accordingly, there is no operating history upon which to base an evaluation of the company and its business and prospects. We are in the early stage of our business and therefore is subject to all risks associated with early stage companies, including: start up losses, uncertainty of revenues, markets and profitability, the need to raise additional funding, the evolving and unpredictable nature of our business. There can be no assurance that we will be successful in doing what is required to overcome these risks. No assurance can be given that our business activities will be successful.
We will need to raise additional capital
There is no assurance that our sales will continue to increase or even maintain current levels. Even if we sell all the produce, as this is an initial five (5) program, we will need additional working capital to significantly expand our operations as part of our strategy to increase your profits. There is no assurance that all investors will be able to stick to the program to raise additional financing for our expansion. If we are unable to raise additional financing when needed, we may be unable to grow or maintain our then current level of business operations.
We may not be able to compete successfully
As the market for our services is new and evolving, it is difficult to predict the size of the market, its future rate of growth, if any, or the level of prices the market will pay for our products. There is no assurance that we will be able to compete or capture adequate market share.
We depend on the services of management and key employees, whose knowledge of the business would be difficult to replace
Decisions regarding the management of the Company’s affairs will be made exclusively by its officers and directors. Accordingly, you must carefully evaluate the personal experience and business performance of the officers and directors of the Company. Our success may depend substantially on the services of a key employee. Our business may be harmed if we lose his services and we are not able to attract and retain a qualified replacement.
Management of growth
We anticipate rapid growth and plan to capitalize on this growth. Our future operating results will depend on management’s ability to manage this anticipated growth, hire and retain qualified employees, properly generate revenues and control expenses. A decline in the growth rate of revenues without a corresponding reduction in expense growth could have a material adverse effect on our business, results of operations, cash flows and financial condition.
We may need to change the manner in which we conduct our business if government regulation increases or changes
We operate in a regulated environment. Laws and regulations may be adopted in the future that could have a material adverse impact on our business.
Rent A Pot Ltd and the investor agree that this contract is enforceable according to the laws of Kenya.
Certificate to terms of condition
On behalf of Rent A Pot Ltd, we certify that the statements made in this offering document are true. We acknowledge that by receiving your investment via PesaPal that you have agreed to the terms and condition of this agreement.