UGAANA Managed Agricultural Services — Membership Agreement (Sample)

1.Parties and definitions

1. 1.1

   This Agreement is between UGAANA and the Member named above. It starts on the date both parties sign it.

2. 1.2

   In this Agreement:

   Member (“you”)

   The person named above, aged 18 or over. Family members you add to your account can see your dashboard, but only you (or your Nominee, under clause 12.5) can give us instructions.

   UGAANA (“we”, “us”)

   The UGAANA entity named above, which provides the managed agricultural service and is responsible to you for everything in this Agreement.

   Farm

   The farm named in Schedule A: either a farm UGAANA operates itself on leased land, or a partner farm or orchard run by a grower under a written agreement with UGAANA.

   Farm Operator

   Whoever runs the Farm day to day: UGAANA, or the partner grower. Where a partner grower runs the Farm, UGAANA stays responsible to you for every obligation in this Agreement.

   Allocation

   The specific plants, trees, coffee bushes or strawberry modules described in Schedule A, which the Farm Operator grows and cares for on your behalf. An Allocation is a right to a service. It isn’t property.

   Established Tree

   A mature, already-fruiting tree in a partner orchard, allocated to you for one Season. It stays the orchard owner’s tree.

   Season

   The harvest season of a crop, as stated in Schedule A (for example, “Summer 2027” for mango).

   Planting Window and Planting Date

   The Planting Window is the period in Schedule A within which we commit to plant your Allocation. The Planting Date is the day your plants actually go in, which we confirm to you in writing.

   Care Year

   Each 12-month period starting on the Planting Date and on each anniversary of it.

   Planning Range

   The per-plant harvest range published for your crop on the date you sign, year by year from first harvest to maturity (the crop’s yield curve), copied into Schedule A. It’s a planning estimate, not a promise.

   Harvest Wallet

   The record in your dashboard of every weight harvested from your Allocation, what happened to it (Schedule C), and any farm credit.

   Nominee

   The person you name in Schedule A to take over or end your membership if you die or can no longer manage it.

3. 1.3

   The short “In short” boxes in this document are there to help you read it. If a box and a clause say different things, the clause applies. “Including” means “including, without limitation”.

2.What this service is, and what it isn’t

In shortYou pay for a farm team to grow specific plants for your family, and you get what those plants actually produce. You don’t own land or trees, and this isn’t an investment.

1. 2.1

   A managed agricultural service. UGAANA, through the Farm Operator, grows and cares for your Allocation and gives you the produce it actually yields, in the ways set out in Schedule C. Your fees pay for that service.

2. 2.2

   No ownership. You don’t acquire any ownership, title, lease, tenancy, licence or other right in the land, trees, plants, beds, water, equipment or any structure on the Farm. Trees and plants remain the property of the Farm Operator or the landowner, as the case may be.

3. 2.3

   No interest in the Farm or the business. You don’t acquire any share, partnership, membership, security interest or other interest in UGAANA, the Farm Operator or the Farm, and you have no claim on their income or assets.

4. 2.4

   Not an investment, deposit or collective scheme. This Agreement is not an investment, a deposit, a collective investment scheme, a chit fund or any other financial product. We don’t pay, and you should not expect, any return, interest, income, profit or increase in value of any kind.

5. 2.5

   What you receive. You receive (a) the produce actually harvested from your Allocation; (b) plant passports, photos, inspection records and harvest weights in your dashboard; (c) harvest protection under clause 8; and (d) farm visits under clause 11. Nothing else is promised, and no quantity of produce is promised.

6. 2.6

   Who decides what. You choose your crops, quantities and harvest options. Farming decisions, such as rootstock, spacing, inputs, irrigation, pruning, spraying and harvest timing, are made by the Farm Operator’s team and horticulturist. You’re always welcome to ask why.

7. 2.7

   For your household. Produce is for you, your household and gifts. It isn’t supplied for resale.

3.Your Allocation

1. 3.1

   Schedule A sets out your Allocation: the crop and variety, the quantity (plants, trees, bushes or modules), the Farm, your provisional spot or row, whether it is a new planting or an Established Tree, the Planting Window or Season, and the Planning Range.

2. 3.2

   New planting. Specific saplings (or strawberry modules) are planted for you in the Planting Window. Each tree gets a QR tag linked to its plant passport.

3. 3.3

   Established Tree. A specific, already-fruiting tree in a partner orchard is tagged for you before the Season starts. Your Allocation covers that Season only, and the tree remains the orchard owner’s.

4. 3.4

   Your spot is provisional until planting (clause 15). The quantity in Schedule A doesn’t change because of a layout change.

5. 3.5

   You can add plants later, if capacity allows, by a short written addendum. You can reduce your Allocation at renewal by telling us within the notice period in clause 12.

4.Term and renewal

In shortMembership runs a year at a time from your planting date and renews each anniversary. We remind you 30 days before. Established trees are one season at a time.

1. 4.1

   This Agreement starts when both parties sign it. For a new planting, your first Care Year starts on the Planting Date.

2. 4.2

   Your membership is annual and renews automatically on each anniversary of the Planting Date, unless it is ended under clause 12.

3. 4.3

   At least 30 days before each renewal we’ll send you a reminder by WhatsApp and email, with the care fee for the coming Care Year and a summary of the past year’s harvest.

4. 4.4

   Established Trees are allocated for one Season. The Allocation ends once that Season’s harvest has been delivered or credited. Before the next Season we’ll offer you the same tree first; it continues only if you confirm in writing.

5. 4.5

   If we don’t plant your Allocation within the Planting Window, you can choose to end this Agreement with a full refund of your setup fee, or carry it over to the next Planting Window.

5.Fees and taxes

In shortNothing to pay before you sign. A one-time setup fee after you sign, then an annual care fee from planting (or one season fee for an established tree). Taxes shown separately. Delivery at actual cost.

1. 5.1

   Nothing before you sign. Reservation requests are free and non-binding. You pay nothing at all until you have signed this Agreement.

2. 5.2

   Setup fee (new plantings). A one-time fee, payable within 7 days of signing and before planting material is procured for you. It pays for establishing your plants: saplings or seed, pit and bed preparation, the drip connection, QR tags and plant passports.

3. 5.3

   Annual care fee (new plantings). Payable in advance for each Care Year: the first before the Planting Date, then before each anniversary. It pays for water, nutrition, labour, pest and disease management, inspections, harvesting, grading, records and your dashboard.

4. 5.4

   Season fee (Established Trees). One fee per tree per Season, payable by the date in Schedule B, before the Season starts. There is no setup fee for an Established Tree.

5. 5.5

   Taxes. The fees in Schedule B are shown before tax. GST and any other applicable tax is charged as applicable and shown line by line on every invoice. Different parts of the service may be taxed differently. We don’t describe any part of the service as tax-free, and we don’t give tax advice.

6. 5.6

   Delivery. Delivery is charged at actual cost, as set out in Schedule B and shown to you before dispatch. For the Jaipur farm, delivery within Jaipur city limits on scheduled harvest days and pickup at the farm are free.

7. 5.7

   Price changes. Your setup fee and first year’s care fee are fixed by this Agreement. Any change to a later care fee will be in your 30-day renewal reminder. If a care fee rises by more than 10% from the previous year, you can end your membership at that renewal by telling us before the renewal date, even if the 60-day notice period in clause 12 has passed.

8. 5.8

   How to pay. Pay only by bank transfer or UPI to the UGAANA account named on your invoice. We’ll send a receipt for every payment. Please never pay cash to anyone at the Farm.

9. 5.9

   Late payment. We don’t charge late fees or interest. If a fee is more than 30 days overdue after two reminders, we may hold your deliveries (keeping the produce as farm credit); if it is more than 60 days overdue, we may end this Agreement under clause 12.8.

6.What the Farm Operator must do

1. 6.1

   Plant on time. Plant your Allocation within the Planting Window, and confirm the Planting Date to you in writing.

2. 6.2

   Good planting material. Use certified planting material or material from nurseries accredited by the National Horticulture Board, ICAR institutes, state agricultural universities or state horticulture departments, true to the variety in Schedule A, and record its source in the plant passport.

3. 6.3

   Care standards. Follow a written care plan for your crop prepared by our horticulturist, covering irrigation, nutrition, pruning, and integrated pest and disease management. Only use pesticides registered for that crop under the Insecticides Act, 1968, at label doses, and respect their pre-harvest intervals.

4. 6.4

   Inspections. Inspect your plants at least once a month during the growing season, and after any serious weather or pest event, and record each inspection in the plant passport.

5. 6.5

   Photo updates. Share photos of your plants at least once a month during the growing season, and at key moments: planting, flowering, fruit set and harvest.

6. 6.6

   Replace dead plants. Replace any plant in your Allocation that dies or is badly damaged, free of charge, in the next suitable planting window, and record it in the plant passport.

7. 6.7

   Keep records. Keep complete records of planting material, treatments, inspections and harvest weights, show them in your dashboard, and keep them for at least 3 years.

8. 6.8

   Stay compliant. Hold a valid lease or written agreement for the Farm; hold the FSSAI registration or licence needed for handling, packing and delivering produce before the first delivery; and keep public liability insurance, and crop insurance where it is reasonably available.

9. 6.9

   Partner farms. Where a partner grower runs the Farm, UGAANA audits it against these standards at least once a Season and remains responsible to you for them.

7.Harvest

In shortPlanning ranges are estimates, not promises. Every harvest is weighed and published. You choose what happens to it: deliver, pick up, swap, donate or keep as credit.

1. 7.1

   Planning ranges are not promises. Harvests vary with weather, plant age, variety and pests, and some fruit (mango especially) bears heavily one year and lightly the next. The Planning Range in Schedule A helps you plan; it isn’t a promise of any quantity.

2. 7.2

   Actual weights are published. Every harvest from your Allocation is weighed, and the packed weight is recorded in your Harvest Wallet, normally within 48 hours. After each Season we publish the crop’s actual harvest alongside its Planning Range.

3. 7.3

   Your share. For trees, you receive the produce of the specific trees in your Allocation. For strawberry modules and coffee bushes, which are grown and harvested in blocks, you receive a share of the block’s harvest in proportion to your modules or bushes.

4. 7.4

   Timing. The farm team decides when produce is ready to pick.

5. 7.5

   Harvest Wallet options. For each harvest you can choose any of the options in Schedule C: deliver, pick up, swap, donate or keep as farm credit. If you don’t choose within the notice period we give (usually 48 hours for perishables), we’ll hold the produce where practical and otherwise convert it to farm credit, so nothing goes to waste.

6. 7.6

   No selling. Selling produce on your behalf is not part of this service. If it is ever offered, it will be only where it is lawful, after legal review, and under separate written terms you would have to choose to accept.

7. 7.7

   Quality. Produce is graded before packing. Produce that is unfit to eat is removed and isn’t counted towards your harvest. If something arrives damaged or spoiled, send us a photo within 24 hours and we’ll replace it or add its value as farm credit.

8. 7.8

   Farm credit. Farm credit is valued at the rates in Schedule B, can be used for care fees, visits and produce from UGAANA, and expires 12 months after it’s issued. It is not cash: it can’t be withdrawn, refunded, sold or converted to money, and earns no interest. See our harvest policy.

8.Harvest protection

In shortIf a documented problem on the farm leaves your harvest below half of the low end of the planning range, we make up the difference in kind: produce, credit or replanting. Never cash.

1. 8.1

   When it applies. Harvest protection applies if a documented farm-level failure leaves your harvest of a crop for a Season below 50% of the low end of its Planning Range for that year (the “Protection Level”). For an Established Tree, the Planning Range is the mature-tree range for the Season. It applies from the first Season in which your crop is expected to bear, as shown in Schedule A.

2. 8.2

   Farm-level failure means an event on the Farm that affects the block your plants are in, such as a disease or pest outbreak, hail, frost, flooding, fire, or an irrigation, equipment or management failure by the Farm Operator.

3. 8.3

   The remedy is in kind only, never cash. After talking to you, we’ll provide one or a mix of: replacement produce of the same or a comparable crop; farm credit in your Harvest Wallet; or replanting, where plants were lost. The remedy makes up the shortfall between what you received and the Protection Level, valued at the rates in Schedule B.

4. 8.4

   Documentation. Inspection notes, photos and harvest weights for the affected block are recorded and shown in your dashboard. We’ll tell you within 14 days of the end of the Season whether protection applies, and how we propose to make it good.

5. 8.5

   When it doesn’t apply. A Season within the normal range (including the conservative figure); an alternate-bearing “off” year without a documented failure; years before your crop is expected to bear; and produce you chose not to collect, or donated.

6. 8.6

   Example: if guava’s Planning Range at maturity (from about year 5) is 15–25 kg per plant, the Protection Level for a mature plant is 7.5 kg per plant. If a documented pest outbreak leaves your trees with 4.5 kg each, we make up the remaining 3 kg per plant in kind.

9.Force majeure

1. 9.1

   Neither party is responsible for failing or being late to do something under this Agreement to the extent that it is caused by events beyond its reasonable control, including: drought, heatwaves, hail, frost, floods, storms and other extreme weather; pest or disease outbreaks affecting a whole region; epidemics and pandemics; earthquakes; fire not caused by that party; war, riots or civil unrest; strikes; failures of public power or water supply; and government action, such as lockdowns, orders, changes in law or acquisition of land.

2. 9.2

   The affected party must tell the other promptly and take reasonable steps to limit the effects.

3. 9.3

   Force majeure does not switch off harvest protection (clause 8) or plant replacement (clause 6.6). They exist precisely because farming carries these risks.

4. 9.4

   If a force majeure event stops us caring for your Allocation for more than 90 days in a row, either party may end this Agreement by written notice, and we’ll refund the care fee for the full months remaining in the Care Year.

10.What you agree to do

1. 10.1

   Give us accurate details (name, mobile, email, delivery address and Nominee), and tell us within 14 days if any of them change.

2. 10.2

   Pay your fees on time, as set out in Schedule B.

3. 10.3

   Follow the visit rules in Schedule D and our visits and safety policy whenever you or your guests are at the Farm.

4. 10.4

   Not take produce from the Farm except through your Harvest Wallet, not bring any fertiliser, spray or other input onto the Farm, and not give instructions to farm staff directly. Talk to us instead; we’ll always explain the team’s decisions.

5. 10.5

   Keep your sign-in secure, and tell us promptly if you think someone else has used your account.

11.Visits

1. 11.1

   You and your family are welcome to visit the Farm by booking in advance, under Schedule D and our visits and safety policy. A visit is confirmed only when we confirm it.

2. 11.2

   The Farm is a working farm. Children must be supervised by an adult at all times.

3. 11.3

   We may cancel or shorten a visit for weather or safety reasons. If a paid visit is cancelled by us, you get a full refund or a free new date.

4. 11.4

   This Agreement gives you no right to enter the Farm other than on a confirmed visit.

12.Transfer, pause, ending and renewal

In shortBefore planting: full refund if your crop doesn’t go ahead or we miss the planting window; 90% if you cancel more than 30 days before the window; none once saplings are procured for you. After planting: end at your next renewal with 60 days’ notice, transfer free, or pause deliveries.

1. 12.1

   Before planting. You pay the setup fee only after signing this Agreement. Before the Planting Date:

   • if your crop doesn’t go ahead, or we fail to plant within the Planting Window, your setup fee is refunded in full (or, if you prefer, carried over to the next Planting Window);
   • if you cancel more than 30 days before the start of the Planting Window, and planting material hasn’t yet been procured for you, 90% of your setup fee is refunded; the 10% covers planning and administration;
   • if you cancel within 30 days of the Planting Window, or once saplings or planting material have been procured for your Allocation, the setup fee is not refundable. We’ll tell you in writing, by WhatsApp or email, on the day your planting material is procured, so you always know where you stand.
2. 12.2

   After planting: ending. You can end your membership at your next renewal by telling us at least 60 days before the anniversary of the Planting Date. The setup fee is not refunded after planting, because it has been spent establishing your plants. The annual care fee for the current Care Year is not refunded, except pro-rata where we fail to provide the service (clauses 9.4 and 12.8), and in the cases in clauses 12.3, 12.5 and 12.6. See our refund policy.

3. 12.3

   Transfer, free of charge. At any time you can transfer your membership to:

   • a member of your family;
   • your Nominee; or
   • a family on our waitlist for the same crop.

   The new member signs an agreement on the same terms and takes over your Allocation, plant passports and remaining Care Year. If you transfer to a waitlisted family, we refund you the care fee for the full months left in the Care Year and the new family pays us directly. UGAANA doesn’t arrange or take part in any payment between you and the person you transfer to.

4. 12.4

   Pause deliveries. You can pause deliveries (for example, while you travel) for up to 12 months. Care continues and care fees stay payable. During a pause your harvest goes, as you choose, to farm credit or to donation.

5. 12.5

   Death or incapacity. If you die or can no longer manage your membership, your Nominee (or, if there is none, your legal heir) can take it over free of charge, or end it straight away without any notice period. If it ends, we refund the care fee for the full months remaining in the Care Year.

6. 12.6

   Relocation. If you move out of the delivery area for your Farm, you can switch to pickup, swap, donation or credit, or end your membership straight away without any notice period, with the same pro-rata care fee refund.

7. 12.7

   Harvest already picked before your membership ends is still delivered or credited to you.

8. 12.8

   If we end this Agreement. We may end it by 30 days’ written notice if you seriously breach it (for example, fees more than 60 days overdue after reminders, or behaviour that puts people at the Farm at risk) and, where the breach can be fixed, you haven’t fixed it within those 30 days. If we end it for any other reason, or permanently stop caring for your crop because of our own failure, we refund the care fee for the remaining months in full, offer to move your Allocation to a comparable crop where we can, and harvest protection may also apply.

9. 12.9

   Established Trees. If we can’t contract the partner orchard by the start of the Season (the date in Schedule B), the season fee is refunded in full. You can cancel and get the season fee back in full until that Season’s fruit is allocated to you (we tell you the allocation date when you sign). After allocation the fee isn’t refundable, but you can transfer the tree free of charge under clause 12.3, and harvest protection applies in kind.

10. 12.10

    How to tell us. Use the membership requests page, or send any notice to end, transfer or pause by WhatsApp or email (clause 20). We’ll confirm it in writing within 48 hours.

13.What happens to your plants when you leave

1. 13.1

   Your plants stay on the Farm with the Farm Operator. You can’t remove or transplant them, and no payment is due to you for them, because you never owned them (clause 2.2).

2. 13.2

   We offer them to the next family on the waitlist for that crop. Their plant passport history (photos, inspections, harvests) passes to the new family without any of your personal details.

3. 13.3

   You can download your plant passports and photos for 90 days after your membership ends.

4. 13.4

   An Established Tree simply goes back to its orchard owner at the end of the Season.

14.Refunds

1. 14.1

   Refunds follow this Agreement and our reservation, cancellation and refund policy, which forms part of this Agreement. If they differ, this Agreement applies.

2. 14.2

   Refunds are paid to the original payment method within 7 working days of being confirmed, with a written note of how the amount was worked out. Amounts are refunded as paid, including tax where the law allows; no interest is added.

3. 14.3

   Farm credit can’t be refunded or converted to cash.

4. 14.4

   To ask for a refund, or to end, transfer or pause your membership, use the membership requests page, or WhatsApp or email us.

5. 14.5

   Nothing in this Agreement affects your rights under the Consumer Protection Act, 2019.

15.Layout changes

1. 15.1

   The Farm layout is a draft until land is secured, soil and water tests are complete and planting is done. Your spot or row in Schedule A is provisional until the Planting Date.

2. 15.2

   Once planted, a tree isn’t moved, except when it is replaced under clause 6.6.

3. 15.3

   A layout change never changes your quantity, your share of the harvest or your agreed fees. We’ll tell you whenever your spot moves.

16.Your personal data

1. 16.1

   We process your personal data as a Data Fiduciary under the Digital Personal Data Protection Act, 2023 and our privacy policy, which forms part of this Agreement.

2. 16.2

   We use your name, contact details, address, Nominee’s details, payment records, dashboard activity and visit bookings to provide the service, invoice you, deliver produce, and meet our legal and tax obligations.

3. 16.3

   Our processors (for example, Google Firebase for our database and sign-in, our email relay, payment and courier partners) process only what they need, under our instructions. A partner Farm Operator receives only what it needs to care for and deliver your Allocation.

4. 16.4

   We’ll ask before publishing any photo in which you or your children can be identified, and you can say no at any time.

5. 16.5

   You can ask to access, correct or erase your data, nominate someone to exercise your rights, or raise a grievance, by WhatsApp or a call on +91-9636369360. We keep invoices and payment records for as long as tax law requires.

17.Limits on liability

1. 17.1

   We’ll provide the service with reasonable care and skill, and do what this Agreement says.

2. 17.2

   Nothing in this Agreement limits any right you have under the Consumer Protection Act, 2019 or other Indian law that cannot be limited, or our liability for death or personal injury caused by our negligence, or for fraud.

3. 17.3

   Beyond that, and as far as the law allows: neither party is liable for indirect or consequential loss (such as loss of opportunity or expected savings); and our total liability for all claims under this Agreement in a Care Year is limited to the fees you paid us in the 12 months before the claim.

4. 17.4

   For a poor harvest, your remedies are harvest protection (clause 8) and plant replacement (clause 6.6).

18.Resolving disputes

1. 18.1

   Talk to us first. Tell us about any complaint by WhatsApp or email. We’ll acknowledge it within 48 hours and aim to resolve it within 30 days, including, if you wish, by a call with the founder. Both parties agree to try in good faith to settle any dispute this way.

2. 18.2

   Arbitration. If a dispute isn’t resolved within 30 days of written notice, either party may refer it to arbitration by a sole arbitrator appointed by agreement of both parties (or, failing agreement, under the Act), under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration is Jaipur, Rajasthan. The arbitration will be in English, and hearings may be held online.

3. 18.3

   Consumer rights. Nothing in this clause stops you from approaching a consumer commission under the Consumer Protection Act, 2019 instead.

4. 18.4

   Courts. Subject to the above, the courts at Jaipur, Rajasthan have exclusive jurisdiction, including for interim relief.

19.Governing law

1. 19.1

   This Agreement is governed by the laws of India.

20.Notices

1. 20.1

   To UGAANA: WhatsApp or call +91-9636369360, or by post to our registered office shown above.

2. 20.2

   To you: the email address or WhatsApp number in Schedule A, or by post to your address.

3. 20.3

   An email or WhatsApp message counts as received on the day it is sent if sent before 6 pm on a working day, and otherwise on the next working day. A letter counts as received 5 working days after posting.

21.General

1. 21.1

   Whole agreement. This Agreement, its Schedules and the policies it refers to (refunds, harvest, visits and privacy) are the whole agreement between us. If a policy and this Agreement differ, this Agreement applies.

2. 21.2

   Changes. This Agreement can be changed only in writing, agreed by both parties. We may update our policies, but an update can’t reduce your rights under this Agreement during your current Care Year without your agreement.

3. 21.3

   Assignment. We may transfer this Agreement to another entity that takes over the UGAANA service, with at least 30 days’ notice to you and without reducing your rights. You may transfer it only under clause 12.

4. 21.4

   Signing. This Agreement may be signed electronically under the Information Technology Act, 2000. Any stamp duty payable on it will be paid by  .

5. 21.5

   If any part of this Agreement is found invalid, the rest continues. A delay in enforcing a right is not a waiver of it.

Schedule AAllocation

Example values are illustrative, taken from the crop’s page on this website. They are not an offer.

Schedule BFees

Your amounts are filled in from your confirmed quote. Prices on the website may change until you sign; this Schedule fixes them.

Schedule CHarvest options

Very perishable produce (such as strawberries) is delivered only to cities near its farm; elsewhere you can swap it or keep its value as farm credit.

Schedule DVisit rules

The full rules are in our visits and safety policy.

✎Signatures