Terms and Conditions

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR MEMBERSHIP OF THE OFFA PLATFORM, YOU CONFIRM THAT YOU ACCEPT THESE TERMS AND AGREE TO COMPLY WITH THEM. IF YOU DO NOT AGREE, YOU MUST NOT REGISTER OR USE THE PLATFORM.

1. Definitions and Interpretation

In these Terms, the following definitions apply:

“Authorised Users” means, in the case of a Business Member, the employees, contractors and representatives of the Member organisation who have been authorised to access the Platform via the Member account.
“Business Member” means a Member who has registered as a farm business, company, partnership or other organisation.
“Confidential Information” means all information uploaded to, stored on, or accessible via the Platform by any Member, including Profile Information, Connection Data and any communications between Members.
“Connection” means an introduction or link made between two Members through the Platform.
“Connection Data” means information exchanged between Members in the course of making or progressing a Connection, including messages and contact details shared via the Platform.
“Content Standards” means the standards set out in Clause 12.
“Individual Member” means a Member who has registered as a natural person in their own right (e.g. a sole trader, grazier or individual landowner).
“Member” means any Individual Member or Business Member who has been accepted onto the Platform by Offa.
“Member Data” means all data, content and information inputted or uploaded by a Member or their Authorised Users in connection with use of the Platform.
“Membership” means the licence to access and use the Platform granted to you under these Terms.
“Offa”, “we”, “us” or “our” means Offa Network Ltd, a company registered in England and Wales (company number 15657046) with registered office at 2 The Old Estate Yard High Street, East Hendred, Wantage, Oxfordshire, OX12 8JY.
“Platform” means the Offa digital platform, accessible via offanetwork.org and associated domains, together with any associated mobile applications and services.
“Profile” means the information a Member provides to describe themselves and what they are offering or seeking on the Platform.
“Profile Information” means the content of a Member's Profile, including land details, livestock information, availability, location and stated requirements.
“Subscription Fee” means the recurring fee payable by Members for access to the Platform, as described in Clause 7.
“Terms” means these Membership Terms and Conditions, as updated from time to time.

Clause headings are for convenience only and do not affect interpretation. References to the singular include the plural and vice versa. References to a person include individuals, companies, partnerships and other bodies, wherever incorporated.

2. Who We Are and How to Contact Us

The Platform is operated by Offa Network Ltd, registered in England and Wales (company number 15657046) with registered office at 2 The Old Estate Yard High Street, East Hendred, Wantage, Oxfordshire, OX12 8JY.

To contact us: email info@offa.network or write to us at our registered office. For support queries, please use support@offa.network.

3. Accepting These Terms

By completing the registration process and applying for Membership, you confirm that:

You have read, understood and accept these Terms in full;
If registering as an Individual Member, you are at least 18 years old and have the legal capacity to enter into a binding contract;
If registering as a Business Member, the individual completing registration is duly authorised to bind the organisation to these Terms; and
All information provided during registration is accurate, complete and not misleading.

Offa reserves the right to accept or decline any Membership application at its sole discretion and without giving reasons. Your Membership only commences once Offa confirms acceptance of your application in writing (including by email).

These Terms are accepted to the exclusion of any other terms you may seek to impose.

4. Other Applicable Policies

These Terms incorporate the following additional policies, which form part of your agreement with us:

Our Privacy Policy — setting out how we collect, use and protect your personal information.
Our Cookie Policy — setting out how we use cookies and similar technologies.
Our Accessibility Policy — setting out our approach to accessible design.

You can access these policies at offanetwork.org. In the event of any conflict between these Terms and any other policy, these Terms shall prevail.

5. Nature of the Offa Platform

Offa is a networking and introduction platform for the farming and rural sector. The Platform enables Members to:

Create a Profile describing who they are and what they are offering or seeking (e.g. land for grazing, livestock seeking grazing, seasonal opportunities, longer-term land arrangements);
Discover other Members and opportunities that match their needs;
Make Connections with other Members and communicate with them through the Platform; and
Build a trusted network of farming relationships.

Offa is a connector only. We do not broker, facilitate or become party to any agreement, arrangement, transaction or financial relationship between Members. Any agreement reached between Members as a result of a Connection made through the Platform is made solely between those Members and has no involvement of Offa.

Offa does not verify the accuracy of any Member's Profile Information, the existence or condition of any land or livestock described, or the suitability of any Member for any particular arrangement. Members are responsible for carrying out their own due diligence before entering into any arrangement with another Member.

6. Membership Types

6.1 Individual Membership

Individual Membership is available to natural persons who are farmers, landowners, graziers or individuals engaged in the rural or agricultural sector in their own right. Individual Members may access the Platform using a single user account.

6.2 Business Membership

Business Membership is available to farm businesses, companies, partnerships, and other organisations operating in the agricultural or rural sector. Business Members may authorise multiple Authorised Users to access the Platform under their account. The Business Member remains responsible for all activities of its Authorised Users on the Platform.

The individual who first establishes the Business Membership account will be designated the account administrator and will have authority to add, modify and remove Authorised Users. Requests to change the account administrator must be made in writing from a director, partner or equivalent officer of the organisation to info@offa.network.

6.3 Account Security

You are responsible for keeping your login credentials secure and confidential. You must not share your credentials with anyone outside your Authorised Users (in the case of Business Members) or at all (in the case of Individual Members). You must notify us immediately at info@offa.network if you suspect any unauthorised access to your account.

Offa may disable any account credentials at any time if it reasonably believes they have been compromised or misused.

7. Subscription and Fees

7.1 Current Access

Access to the Platform is currently provided free of charge. Offa intends to introduce subscription-based pricing in the future. When we do so, we will give existing Members not less than 30 days' prior written notice (which may be by email) of the date on which subscription fees will become payable and the applicable fee structure.

7.2 Introduction of Subscription Fees

Once subscription fees are introduced:

Members will be required to pay the applicable Subscription Fee to continue accessing the Platform;
Subscription Fees will be payable in advance for the relevant subscription period (monthly or annual, as selected by the Member);
Fees are exclusive of VAT, which will be added at the prevailing rate where applicable;
We will not process any subscription payment until we have given you appropriate prior notice in accordance with Clause 7.1; and
Continued use of the Platform after the fee commencement date will constitute acceptance of the Subscription Fee.

7.3 Payment and Renewal

Subscription Fees will be collected by automated recurring payment using the payment method you provide. Subscriptions renew automatically at the end of each subscription period unless cancelled in accordance with Clause 16. You may cancel at any time to prevent renewal. We will send a reminder notification prior to each renewal.

All Subscription Fees paid are non-refundable except where required by law or as expressly stated in these Terms.

7.4 Changes to Fees

Offa may change the Subscription Fee at any time by giving not less than 30 days' prior written notice. If you do not wish to pay the revised fee, you may terminate your Membership before the new fee takes effect.

8. Your Profile and Member Data

8.1 Accuracy

You are responsible for the accuracy, completeness and legality of all information in your Profile and all Member Data you upload to the Platform. You must keep your Profile up to date and promptly remove or correct any information that becomes inaccurate or misleading.

8.2 Profile Visibility

The Platform is designed with privacy controls that allow you to manage what information is visible to other Members and at what stage of a Connection. You acknowledge that:

Some Profile Information (such as your general location and broad description of what you are offering or seeking) will be visible to all Members of the Platform;
More sensitive information will only be visible to Members with whom you have chosen to connect; and
Once you share information with another Member via the Platform, you cannot guarantee that Member will not retain or further share that information outside the Platform.

8.3 Licence to Offa

By uploading Member Data to the Platform, you grant Offa a non-exclusive, royalty-free, worldwide licence to host, store, display, reproduce and use that data solely for the purposes of providing and improving the Platform and associated services. You retain ownership of your Member Data.

9. Connections and Relationships Between Members

The Platform enables Members to make Connections with one another. In relation to Member relationships, you acknowledge and agree that:

Offa is not a party to any arrangement, agreement or transaction entered into between Members as a result of a Connection;
Any arrangement between Members (including as to land use, grazing rights, payment terms, duration, livestock welfare and liability) is a matter entirely between those Members;
Offa makes no representations, warranties or guarantees regarding the suitability, reliability, character or creditworthiness of any other Member;
Members are solely responsible for conducting their own due diligence, taking independent legal and professional advice, and ensuring that any arrangement complies with applicable law;
Offa strongly recommends that Members put any significant arrangement in writing, using a properly drafted agreement appropriate to the nature of the arrangement; and
Offa is not liable for any loss, damage, cost or dispute arising from or in connection with any arrangement or relationship between Members.

10. Platform Availability

Offa will use reasonable endeavours to make the Platform available to Members. However:

We do not guarantee that the Platform will be available at all times or free from interruption, errors or bugs;
We may suspend, withdraw or restrict access to all or part of the Platform for operational, security or maintenance reasons, and will endeavour to give reasonable notice where practicable; and
We are not responsible for any failure to access the Platform caused by your internet connection, device, software or any third-party service.

11. Intellectual Property

All intellectual property rights in the Platform, its design, software, text, graphics, logos and content (excluding Member Data) are owned by or licensed to Offa. Nothing in these Terms grants you any rights in the Platform other than the right to use it as a Member in accordance with these Terms.

You must not: copy, reproduce, modify, distribute, reverse engineer or create derivative works from any part of the Platform; use any automated tools (including bots, scrapers or crawlers) to access or extract data from the Platform; or use the Platform's content for commercial purposes outside the scope of your Membership.

You retain all intellectual property rights in your Member Data. By uploading it to the Platform you grant the licence described in Clause 8.3.

12. Content Standards and Acceptable Use

12.1 General

You must use the Platform only for lawful purposes and in a manner consistent with these Terms. You must not use the Platform in any way that could harm Offa, its Members or any third party.

12.2 Prohibited Content and Conduct

You must not upload, post or transmit through the Platform any content or communications that:

Are false, misleading or inaccurate;
Are defamatory, abusive, harassing, threatening, obscene, offensive or hateful;
Infringe any third party's intellectual property rights, privacy rights or other legal rights;
Breach any applicable law or regulation, including laws relating to data protection, fraud, or agricultural regulation;
Constitute spam, unsolicited commercial communications, or attempts to solicit Members outside the normal use of the Platform;
Contain viruses, malware or any other harmful code;
Promote discrimination on the basis of age, disability, gender, race, religion, sexual orientation or any other protected characteristic; or
Amount to misrepresentation of your identity, farm, business or the nature of any opportunity you are offering.

12.3 Agricultural and Regulatory Compliance

You are responsible for ensuring that any arrangement you enter into with another Member complies with all applicable agricultural legislation and regulation, including (without limitation) rules relating to livestock movement, grazing licences, tenancy law, agri-environment scheme conditions and planning requirements. Offa does not provide regulatory or legal advice.

12.4 Enforcement

If Offa reasonably determines that you have breached these Content Standards, we may, at our discretion and without prior notice:

Remove or disable the relevant content;
Issue a warning to you;
Suspend or terminate your Membership; and / or
Report the matter to appropriate authorities.

We may take any other action we reasonably consider appropriate. Offa excludes liability for all reasonable actions taken in response to a breach of these Content Standards.

13. Confidentiality

The Platform is designed to enable Members to share information with one another in a controlled way. You acknowledge that Profile Information and Connection Data shared by other Members on the Platform is confidential to those Members. You agree that:

You will use Confidential Information obtained through the Platform only for the purpose of making or progressing a farming arrangement with the relevant Member;
You will not disclose Confidential Information to any third party without the express prior consent of the Member who shared it;
You will not use Confidential Information to contact any Member or landowner directly in a way that circumvents the Platform or the relationships established through it; and
On termination of your Membership, you will cease using and, where practicable, delete any Confidential Information of other Members that you hold.

The obligations in this Clause 13 survive termination of your Membership.

14. Data Protection

Offa will process your personal information in accordance with our Privacy Policy and applicable data protection law (including UK GDPR and the Data Protection Act 2018). By registering as a Member, you acknowledge that we will collect and process personal information about you and your Authorised Users as set out in our Privacy Policy.

Where, in the course of using the Platform, you receive personal information about other Members (such as their name, contact details or farm location), you become an independent data controller in respect of that information. You agree to handle any such personal information in compliance with applicable data protection law, and only for the purpose of the relevant farming arrangement.

You warrant that you have appropriate lawful grounds to share with Offa any personal information of third parties (including Authorised Users) that you provide in connection with your Membership.

15. Limitation of Liability

15.1 Matters We Do Not Exclude

Nothing in these Terms limits or excludes Offa's liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited by law.

15.2 Exclusions

To the fullest extent permitted by law, Offa excludes all liability for:

Any loss or damage arising from your use of, or inability to use, the Platform;
Any arrangement, agreement, dispute or outcome arising between Members as a result of a Connection made through the Platform;
The accuracy, completeness or reliability of any Member's Profile Information or other content on the Platform;
Any loss of profits, revenue, business, opportunity, data or goodwill; and
Any indirect, special or consequential loss.

15.3 Cap on Liability

Subject to Clause 15.1, Offa's total aggregate liability to you under or in connection with these Terms (whether in contract, tort, breach of statutory duty or otherwise) shall not exceed the greater of: (a) the total Subscription Fees paid by you to Offa in the 12 months preceding the event giving rise to the claim; or (b) £500.

15.4 Your Indemnity to Offa

You agree to indemnify and hold Offa harmless from and against all losses, costs, expenses, claims and liabilities (including reasonable legal costs) arising from or in connection with: (a) any breach by you of these Terms; (b) any claim by a third party arising from your Member Data or use of the Platform; or (c) any arrangement entered into between you and another Member.

16. Term and Termination

16.1 Duration

Your Membership commences upon Offa's written acceptance of your application and continues until terminated by you or Offa in accordance with this Clause 16.

16.2 Termination by You

You may terminate your Membership at any time by closing your account through the Platform settings, or by notifying us in writing at info@offa.network. Where a Subscription Fee is payable, termination will take effect at the end of the then-current subscription period. No refund of Subscription Fees will be provided for the remainder of any prepaid period, except as required by law.

16.3 Termination by Offa

Offa may terminate your Membership with immediate effect by written notice if:

You are in material breach of these Terms and (where the breach is capable of remedy) have failed to remedy the breach within 7 days of written notice requiring you to do so;
You breach Clauses 12 (Content Standards), 13 (Confidentiality), or 14 (Data Protection);
You provide materially false or misleading information in connection with your registration or Membership;
You take any action that, in Offa's reasonable opinion, is likely to damage the reputation or interests of Offa or the Offa network;
You become insolvent, are made bankrupt, enter administration, or are otherwise unable to pay your debts as they fall due; or
Offa decides to discontinue the Platform (in which case Offa will endeavour to give reasonable notice).

16.4 Consequences of Termination

On termination of your Membership for any reason:

Your right to access and use the Platform ceases immediately;
All Member Data and Profiles associated with your account will be removed and deleted from the Platform (note: Offa will not provide copies — you are responsible for retaining your own copies);
Any accrued rights, liabilities or obligations of either party remain unaffected; and
The following Clauses survive termination: 11 (Intellectual Property), 13 (Confidentiality), 14 (Data Protection), 15 (Liability), 17 (Dispute Resolution) and 18 (General).

17. Changes to the Platform and These Terms

Offa may update and change the Platform (including its features and functionality) and these Terms from time to time.

Where we make material changes to these Terms, we will notify you by email or via the Platform at least 14 days before the changes take effect. Your continued use of the Platform after that date will constitute your acceptance of the revised Terms. If you do not accept the revised Terms, you should terminate your Membership before the changes take effect.

18. Dispute Resolution

In the event of a dispute between you and Offa arising out of or in connection with these Terms, both parties agree to attempt to resolve the dispute informally in the first instance by contacting Offa at info@offa.network.

If the dispute cannot be resolved informally within 30 days, either party may refer the dispute to mediation. Offa reserves the right to bring proceedings in the courts of England and Wales at any time for emergency injunctive or other equitable relief.

Nothing in this Clause affects your statutory rights as a consumer (if applicable).

19. General Provisions

Governing law and jurisdiction. These Terms and any dispute or claim arising from or in connection with them (including non-contractual disputes or claims) are governed by the law of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.
Entire agreement. These Terms, together with the Privacy Policy, Cookie Policy and Accessibility Policy, constitute the entire agreement between you and Offa in relation to your Membership and supersede all prior agreements, understandings and representations.
Severance. If any provision of these Terms is found to be invalid, illegal or unenforceable, that provision shall be deemed deleted and the remaining provisions shall continue in full force.
Waiver. Failure by Offa to exercise or enforce any right under these Terms does not constitute a waiver of that right.
Assignment. You may not assign or transfer any of your rights or obligations under these Terms without Offa's prior written consent. Offa may assign or transfer its rights and obligations freely, provided your rights under these Terms are not materially prejudiced.
No partnership or agency. These Terms do not create a partnership, joint venture or agency relationship between you and Offa.
Third party rights. These Terms do not confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999.
Notices. Notices under these Terms must be in writing. Offa will give notice by email to the address registered on your account, or by post to your registered address. You may give notice to Offa by email to info@offa.network or by post to Offa's registered office.
Force majeure. Offa shall not be in breach of these Terms nor liable for any delay or failure to perform its obligations where such delay or failure results from events beyond Offa's reasonable control.

Acceptance

By completing the registration process on the Offa Platform, you confirm that you have read and agree to be bound by these Membership Terms and Conditions.

If registering on behalf of a business or organisation, the individual completing registration warrants that they are authorised to bind that organisation to these Terms.