CUSTOMER TERMS AND CONDITIONS
These terms and conditions apply to all customers of NaijaPropertyHub.com, who are into property development as property developers, real agents, agencies, or other advertisers in the real estate industry and other industries.
General Terms and Conditions
In these Customer Terms and Conditions for Developers, real agents, agencies, or other advertisers in the real estate industry and other industries.
1.1 Terms and Conditions
A Terms and Conditions acts as a legally binding contract between you and your users. This is the agreement that sets the rules and guidelines that users must agree to and follow to use and access our website or mobile app.
“Term” means the duration of this Agreement as set out in the relevant Sales Order Agreement for the subscription or purchase of Products/Services, subject to termination following the Agreement.
The Sales Order Agreement specifies the Terms and Conditions a developer or other advertisers should meet. Once the terms and conditions expire, your Products/Services will be removed from the Webpage unless you execute a new order under a separate Sales Order Agreement.
The agreement has the meaning set out in Clause 2.1 below.
1.3 “Advertisement Material” or “listings” means any listing or advertisement material on the Webpage that advertises real estate property, project launches, property developments, property-related additional services, or any type of business advertisement approved by us, including the advertisement material in Clause 4.1(a), which may take any form such as text, photos, Videos or 360 Virtual Tour.
1.4 “Webpage” means the NaijaPropertyHub.com desktop website, mobile website and mobile applications (including mobile phone, tablet, and wearable applications) and related systems tablet and apps and any other website that we operate and which we allow the display of your Advertisement Material.
1.5 “Product/Service” includes any of the following products or services or a combination thereof which is purchased, subscribed, or ordered by you from us in the Sales Order Agreement:
- access to Developer, real agents, agencies, or other advertisers in the real estate industry and other industries to manage their Advertisement Material on the Webpage;
- subscription to display your Advertisement Material on the Webpage;
1.6 “Sales Order Agreement” means the quotation or document entered into between you and us for the purchase, subscription, or order of our Products/Services, which you sign or otherwise indicate your agreement to.
1.7 “Videos” may include any of the following or a combination thereof:
- video or film
- moving image
- 360 virtual tour of a real estate property in a digital, photogrammetry, or 3-dimensional format.
1.8 “We/our/us” means NaijaPropertyHub.com.
1.9 “You/your/the client” means you, our customer.
- Agreement with us
2.1 Your Agreement with us consists of:
The customer terms and conditions as may be varied from time to as contained in clause 4.1 (v) as seen below compering the General Terms and Conditions;
- the Sales Order Agreement; and
- any other terms and conditions applicable to your purchase, subscription, or order of the Product/Service, as mutually agreed between you and us.
2.2 This Agreement is the entire agreement between us about its subject matter and supersedes all prior agreements and undertakings between us.
- Your guarantees and demonstrations
3.1 You demonstrate and authorize us that at all times during the Term of this Agreement:
- that as a developer, you hold all required licenses or accreditation to advertise, sell or lease all properties, project launches, or property developments that you display on the Webpage using the Product/Service.
- that as an agent, you hold all necessary authorization, licenses, or accreditation to sell or lease all listings for real estate, properties, and project launches that you display on the Platform using
- that as a developer or an agent, you will not make any representations to your clients that are inconsistent with Clause 4.1(i);
- that you have full authority, right, and power to advertise, sell or lease all properties, project launches, or property developments that you display on the Webpage using the Product/Service and have the proper authority(ies) in place as may be required by applicable laws and regulations;
- that you have full authority, right, and power to provide us with, any material, listing, or advertising material that will be displayed on the Webpage as Advertisement Material and to grant us the licenses under Clause 5.1(b);
- the material, listing, or advertisement material supplied by you and which are displayed on the Webpage as Advertisement Material does not infringe any proprietary rights and intellectual property rights of any third party; and
that you will comply with all of your obligations set out in Clause 5.
4.0 Your acknowledgements
4.1 You acknowledge and agree that at all times during the Term of this Agreement:
- that where you authorize or request us (in writing or verbally) to upload any advertisement material on your behalf or create a listing using material from your website or material that you or your company has provided to us or directed us to use such advertisement material, listing and the material comprising it will be considered an ‘Advertisement Material’ and be subject to the terms of this Agreement;
- that in consideration of us granting you a right for your Advertisement Material to be displayed on the Webpage and the other services we provide, you grant us an irrevocable, perpetual, worldwide, royalty-free license to commercialize, copy, license to third parties, use and adapt for any purpose related to our business any Advertisement Material, content or material you provide to us during the Term, and this license survives termination of this Agreement by you or us;
- that we may, at our preference, remove or amend some or all of your Advertisement Material if you are, in our reasonable opinion, in breach of your obligations under Clause 6.1(e) below;
- that you are solely responsible for the content of your Advertisement Material and any errors or omissions in your Advertisement Material and further, you acknowledge that our role is one of the publishers only;
- that we reserve the right to change the terms and conditions in the Agreement at any time without notice to you by publishing the new terms or conditions on the Webpage. Your use of the Webpage constitutes your acceptance of those new terms or conditions. Should you object to any new terms or conditions or other notices on our Webpage, your sole option is to terminate this Agreement by giving us 30 days written notice;
- this Agreement consists of the documents referred to in Clause 2.1 above, as varied from time to time in accordance with Clause 4.1(v) above;
- that all features of our Product/Service are subject to change, development, and discontinuation and, as such, we may vary or discontinue any feature of a Products/Service at any time without notice to you. Your use of the Webpage constitutes your acceptance of such change, development, and/or discontinuation in the Product/Service feature. Should you object to any such change, development, and/or discontinuation, your sole option is to terminate this Agreement by giving us 30 days written notice;
- that we will use reasonable happenings to provide you with continuous operation of the Webpage and the Product/Service we provide to, however, we cannot surety this and technological failures or delays may prevent us from doing so;
- that where you have provided us with your contact details or your employees have provided us with their contact details (verbally or in writing, including by the provision of a business card to our employees), we may contact you and your employees from time to time in relation to products and services offered by us or our business partners and you authorize us:
- to contact you or your employees via phone, email, text message, push notifications, and other electronic media unless you explicitly request us not to contact you via these media; and
- to contact you or your employees via any of these methods without including an unsubscribe facility, to the extent permitted by law.
- Your Responsibilities
5.1 Your Responsibilities to us are as follows:
- that you will not allow anyone else to use your subscription and/or the Product/Service to list on the Webpage;
- that if you are, in our reasonable opinion, in breach of Clause 5.1(v) below, you will promptly comply with any direction we give to you in relation to your relevant listing(s) including any direction to delete, amend or update any relevant Advertisement Material;
- you will ensure that any statement you make to us or any content or material supplied by you (including content uploaded to the Webpage):
- is not unlawful;
- is made or supplied under a valid license between you and the relevant licensor, if such license is required under applicable laws;
- is not uploaded for an improper purpose;
- is not misleading or deceptive or likely to mislead or deceive (including for the reason that the branding on a listing would, or would be likely to, mislead or deceive consumers about your company or individual agent that was responsible for selling the relevant property);
- does not include information that is defamatory, fraudulent, in breach of copyright, or would otherwise expose us to any liability, legal proceedings, or other sanction; and
- does not otherwise breach the Acceptable Use Policy;
- that you will comply with all applicable laws, including without limitation, laws relating to consumer protection, competition, local fair-trading legislation, real estate agent, privacy, and any other applicable advertising standards and regulations;
vii. that you will comply with any guidelines and codes issued by your local and national body for your type of organization;
viii. that you will ensure that you and all employees of your company will treat our employees with courtesy at all times and not threaten, harass, abuse, assault, use offensive language towards, defame or repeatedly and unnecessarily contact our employees, contractors, or agents or otherwise, cause them distress or discomfort;
- you undertake that you will only collect, use, disclose and store personal information obtained through the Webpage including through leads generated by users submitting inquiries on the Webpage, for the sole purpose of contacting the person enquiring in relation to the specific property they have inquired about unless advised otherwise by us;
- that if you do choose to provide us with an individual’s personal information (as defined in applicable privacy laws), you warrant and represent to us that:
- before providing the details, you have received consent from the individual to disclose their details to the third party advertisers and that those third party advertisers may contact them regarding the marketing of their property; and
- you have not breached any regulatory or contractual obligations in providing the details.
- you will ensure that you do not use our registered or unregistered trademarks for any purpose that we have not previously approved in writing or in a manner that is likely to mislead individuals into believing there is an association between your brand and our brand, other than that of customer and service provider, without our prior written consent.
6. Termination or suspension of Agreement.
6.1 Without controlling our other rights, we shall spontaneously terminate this Agreement or suspend or temporarily remove any of your Advertisement Material if:
- you fail to pay any fees or charges due to us within 30 days after the due date;
- any of your warranties or representations in Clause 4 are incorrect;
- you are in material breach of your obligations under this Agreement (and, for these purposes, any breach of any obligation under Clause 6 above will be regarded as material);
- you are in breach of this Agreement (whether or not the breach is material) and fail to rectify the breach within seven (7) days of us giving you notice of the breach and requiring that it be remedied;
- you enter into bankruptcy, liquidation, provisional liquidation, administration, receivership, receivership and management, a composition of arrangement with your creditors, or appoint a receiver, manager, or controller over all or any part of your assets, or are protected from creditors under any statute, or become or are deemed to become insolvent; or
- you die, or if you are in a partnership, are dissolved or an application to dissolve is filed, or if you are a company, are wound up or an application for winding up is filed.
6.2 In the event that we exercise our right to suspend or temporarily remove your Advertisement Material pursuant to Clause 6.1 above, you remain liable for all subscription and Product/Service fees until the termination or expiration of this Agreement.
- Termination by you
7.1 In addition to any rights of the termination you may have under another clause of this Agreement, you may immediately terminate this Agreement if:
- we are in material breach of any of our obligations under this Agreement;
- we are in breach of any of our obligations under this Agreement (whether or not the breach is material) and fail to rectify the breach within thirty (30) days of you giving us notice of the breach and requiring that it be remedied;
- we enter into bankruptcy, liquidation, provisional liquidation, administration, receivership, receivership and management, a composition of arrangement with our creditors, or appoint a receiver, manager, or controller over all or any part of your assets, or are protected from creditors under any statute, or become or are deemed to become insolvent; or
- we are wound up or an application for winding up is filed.
8. Effect of termination or suspension
8.1 Termination of this Agreement or suspension or temporary removal of listings pursuant to Clause 6 does not:
- relieve you of your liability to pay fees up to the effective time of termination and, for the avoidance of doubt, invoices will still be issued and payable for periods of suspension and during the notice periods leading to termination;
- relieve either party of its accrued obligations and liabilities pursuant to this Agreement which may be enforced before or after termination; or
- waive any accrued rights in respect of any breach of this Agreement by either party.
8.2 We may, at our option decide, our sole preference, not to enter into a new agreement with you if you have previously terminated an Agreement or contract of any type with us.
8.3 The sums payable by you on termination shall be a debt due to us payable within thirty (30) days of notice of termination.
- Fees and billing
9.1 The fees and payment dates for your Products/Services will be specified in your Sales Order Agreement.
9.2 We reserve the right to change the fees for any Product/Service at any time. You will be notified thirty (30) days in advance of any changes to fees and may terminate prior to these changes taking effect if you consider these will cause you a material detriment.
9.3 Where applicable, the initial fees may be billed in advance or in arrears to fall within our regular billing cycle and fees for subsequent months are payable in accordance with the invoice we submit to you.
9.4 At our discretion, we may send invoices to you by email or other electronic methods as we notify you. Upon request, you will advise us of an email address to which we may send your invoices. It is your responsibility to ensure that your email address is accurate, is up-to-date, is functioning properly, and is regularly monitored by an authorized person on your behalf. It is also your responsibility to advise us of any changes to the email address to which invoices should be sent. If an email address notified by you ceases to function properly or otherwise should be amended, you will promptly provide an alternate email address for the purpose of receiving invoices. Invoices are deemed to be received by you on the day immediately following the date shown by our email system as the sent date. Any failure to receive an invoice does not relieve you of liability for payment of fees by the due date shown on the invoice.
- Credit provisions
10.1 You acknowledge and agree that we may at any time:
- obtain from a credit reporting agency, a credit report containing personal credit information about you or your directors and officers, in relation to any commercial credit we provide or consider providing to you;
- receive from a credit reporting agency, a credit report containing personal information about you or your directors and officers in relation to overdue payments; and
- give information to, or seek information from, any credit provider named in a credit report issued by a credit reporting agency and such information may include details of your (or your related parties’) credit arrangements, creditworthiness, credit standing, credit history, or credit capacity that credit providers are allowed to give or receive from each other.
- Limitation of liability and indemnity
11.1 Subject to Clause 11.3 below, to the extent permitted under applicable laws, each party:
- excludes all conditions, warranties, and guarantees implied into this Agreement;
- excludes liability for consequential, special, or indirect loss or damage (including but not limited to loss of opportunity, loss of revenue, loss of data, and loss of profits); and
- limits its liability for breach of any consumer guarantee, condition, or warranty that cannot be excluded to (at the party’s option) resupplying the relevant service or paying the cost of having the relevant service resupplied.
11.2 Each party must take all reasonable steps to minimize any loss it suffers or is likely to suffer and that is the subject of a claim under this Agreement. If a party does not take reasonable steps to minimize that loss, then liability for the relevant claim will be reduced accordingly.
11.3 We shall not be liable to you for any damages, losses, or liabilities arising under this Agreement to the extent that liability is caused by any delay in performance or breach of this Agreement resulting from any matter beyond its reasonable control (including blackouts, viruses, other defects, delays, or failure of the server hosting the Webpage or the internet service provider.
11.4 You indemnify us and our officers, employees, and agents (“Indemnified Party”) against any direct or consequential liabilities, losses, damages, expenses, and costs (including legal expenses on a solicitor and own client basis) incurred or suffered by any Indemnified Party as a result of any claim or proceedings brought by a third party against an Indemnified Party in connection with any Advertisement Material or any content or material uploaded, provided, or submitted by you in connection with this Agreement or any other act or omission by you in connection with your use of the Webpage or our other services. For the avoidance of doubt, such a third party claim or proceeding may include without limitation infringement of proprietary or intellectual property rights of a third party.
11.5 Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties, and survives termination of this Agreement for whatever reason.
12.1 You must not assign this Agreement without our prior written consent, which will not be unreasonably withheld.
12.2 We may assign this Agreement at any time. If we assign this Agreement, we will notify you of the assignment.
13.1 We will send all notices and other communications to you at the email address and/or any other alternative you have provided to us. It is your sole responsibility to ensure that you provide us with your current contact email address and/or alternatives.
13.2 All notices from you to us (including termination notices) must be sent to:
21 Road, G1 Close, House 2B, Festac Town, Lagos,
- General provisions relating to rights and remedies
14.1 No delay or failure by either party to enforce any provision of this Agreement will be deemed a waiver or create a precedent or will prejudice its rights. No waiver by either party will be effective unless it is in writing and signed.
14.2 If any term of this Agreement is void, unenforceable, or illegal, that term is severed. The remainder of this Agreement has full force and effect.
14.3 Each party’s rights and remedies provided in this Agreement are in addition to other rights and remedies given by law and equity independently of this Agreement.
- Governing Law
15.1 The laws of Nigeria govern this Agreement.
15.2 Each party submits to the exclusive jurisdiction of the Courts of Nigeria and waives any right it has to object to an action being brought in the Courts of Nigeria (including that the action has been brought in an inconvenient forum, or that those Courts do not have jurisdiction).
16.1 This Agreement is made in English. If there is a discrepancy or difference in interpretation to any other Language, the English version will prevail and any other language translated to is considered null.
© Kahoja Property & Tech Services Ltd
Updated October 2021