Onyeisi Uche Chiekwe Real Property Service Ltd

• RC No.: 8174022
• Effective Date: January 13. 2025
• Jurisdiction: Federal Republic of Nigeria

1. PREAMBLE

This Terms of Service (“Agreement”) constitutes a legally binding contract between Onyeisi Uche Chiekwe Real Property Service Ltd, a company duly incorporated under the Companies and Allied Matters Act, 2020, with its registered office situate at 9 Kings Street, Benin City, Edo State. NIGERIA. (“the Company”), and any individual or corporate entity (“the Client”) who engages the Company for the provision of real estate-related services.

By accessing, utilizing, or contracting with the Company, the Client expressly agrees to be bound by the terms and conditions set forth herein, as well as all applicable laws, regulations, and professional standards governing real estate transactions within the Federal Republic of Nigeria.

2. GOVERNING LAW AND REGULATORY FRAMEWORK

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, including but not limited to:

• The Constitution of the Federal Republic of Nigeria, 1999 (as amended)
• The Land Use Act, Cap L5, Laws of the Federation of Nigeria (LFN) 2004
• The Nigerian Urban and Regional Planning Act, Cap N138, LFN 2004
• The Money Laundering (Prohibition) Act, 2011 (as amended)
• The Federal Competition and Consumer Protection Act, 2018
• The Estate Surveyors and Valuers (Registration, etc.) Act, Cap E13, LFN 2004
• The Companies and Allied Matters Act, 2020
• State-specific Tenancy Laws and Land Registration Regulations
• The Nigerian Building Code and relevant environmental and planning regulations

3. SCOPE OF SERVICES

The Company shall render professional real estate services which may include, but are not limited to:

• Property listing, marketing, and brokerage
• Facilitation of lease, sale, or purchase transactions
• Property management and maintenance services
• Title verification and legal due diligence
• Real estate investment advisory and consultancy
• Development coordination and construction oversight
• Off-plan sales, joint venture structuring, and project finance advisory

The specific scope of services shall be delineated in a separate engagement letter or service-level agreement executed by the parties.

4. CLIENT REPRESENTATIONS AND WARRANTIES

The Client represents and warrants that:

• They possess the requisite legal capacity and authority to enter into this Agreement;
• They are the lawful owner or authorized representative of the property subject to the transaction;
• All documents and information provided to the Company are true, complete, and accurate;
• They shall comply with all applicable laws and regulations governing real estate transactions.

Where the Client is acting on behalf of a third party, the Client shall furnish valid legal instruments evidencing such authority, including but not limited to a Power of Attorney, Board Resolution, or Corporate Mandate.

5. AGENCY RELATIONSHIP

The Company may be appointed in any of the following capacities:

• Sole Agent: Exclusive authority to market and transact on the property;
• Joint Agent: Shared authority with other agents or brokers;
• General Consultant: Advisory role without transactional authority.

The nature and duration of the appointment shall be expressly stated in writing and duly executed by both parties.

6. PROFESSIONAL FEES AND COMMISSION

Unless otherwise agreed in writing, the following fee structure shall apply:

• Sale of Property: 5% of the final sale consideration;
• Lease of Property: 10% of the annual rent;
• Property Management: Monthly or annual fee as stipulated in the management agreement;
• Due Diligence and Advisory: Fixed fee or hourly rate as agreed.

All fees are exclusive of Value Added Tax (VAT) and are payable upon completion of the transaction or in accordance with the payment schedule set out in the engagement contract.

7. TITLE VERIFICATION AND DOCUMENTATION

The Company shall undertake reasonable steps to verify the authenticity and legal status of property titles, including but not limited to:

• Conducting searches at the relevant Land Registry;
• Reviewing Certificates of Occupancy, Governor’s Consent, Deeds of Assignment, and Survey Plans;
• Confirming the absence of encumbrances, liens, or pending litigation.

The Client shall provide all necessary documentation and cooperate fully in the verification process. The Company shall not be liable for any misrepresentation, concealment, or fraud perpetrated by the Client or third parties.

8. COMPLIANCE WITH ANTI-MONEY LAUNDERING LAWS

In accordance with the Money Laundering (Prohibition) Act and directives issued by the Nigerian Financial Intelligence Unit (NFIU), the Company shall:

1. Conduct Know Your Customer (KYC) and Customer Due Diligence (CDD) checks;
2. Report transactions exceeding ₦5,000,000 (individuals) or ₦10,000,000 (corporates);
3. Decline cash transactions that contravene AML regulations;
4. Report suspicious activities to the Economic and Financial Crimes Commission (EFCC).

The Client hereby consents to such disclosures where required by law.

9. MARKETING AND DISCLOSURE

The Company shall market properties in a professional, ethical, and transparent manner, ensuring that:

• All representations are accurate and not misleading;
• Material defects, encumbrances, or adverse interests are disclosed;
• Advertising complies with the Federal Competition and Consumer Protection Act and applicable advertising standards.

10. CONFIDENTIALITY

The Company shall maintain strict confidentiality of all Client information and documentation, except where:

• Disclosure is mandated by law or regulatory authority;
• The Client provides prior written consent;
• Disclosure is necessary to protect the Company’s legal or proprietary interests.

11. INTELLECTUAL PROPERTY

All proprietary content, marketing materials, photographs, digital assets, and documentation created by the Company shall remain its intellectual property unless otherwise assigned in writing.

12. LIMITATION OF LIABILITY

The Company shall not be liable for:

• Losses arising from inaccurate or incomplete information provided by the Client;
• Market fluctuations, failed transactions, or third-party defaults;
• Acts or omissions of third parties, including government agencies or financial institutions;
• Force majeure events or circumstances beyond the Company’s reasonable control.

Any liability arising under this Agreement shall be limited to the amount of fees received by the Company in respect of the relevant transaction.

13. INDEMNITY

The Client agrees to indemnify, defend, and hold harmless the Company, its officers, agents, and employees from and against any claims, liabilities, damages, or expenses arising from:

• Breach of this Agreement;
• Misrepresentation, fraud, or concealment;
• Violation of applicable laws or third-party rights.

14. TERMINATION

This Agreement may be terminated:

• By either party upon fourteen (14) days’ written notice;
• Upon completion of the transaction or expiration of the engagement period;
• For breach of contract, unlawful conduct, or regulatory non-compliance.

Termination shall not affect any accrued rights, obligations, or remedies.

15. DISPUTE RESOLUTION

Any dispute arising from or in connection with this Agreement shall be resolved in the following manner:

• Negotiation between the parties;
• Mediation under the auspices of the Lagos Multi-Door Courthouse or Abuja Mediation Centre;
• Arbitration in accordance with the Arbitration and Conciliation Act, Cap A18, LFN 2004.

Subject to the foregoing, the courts of the Federal Capital Territory, Abuja shall have exclusive jurisdiction.

16. FORCE MAJEURE

The Company shall not be liable for any delay or failure in performance due to circumstances beyond its reasonable control, including but not limited to:

• Acts of God;
• Government actions or regulatory delays;
• Civil unrest, terrorism, or war;
• Natural disasters or pandemics.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

18. NOTICES

All notices, demands, or communications required or permitted under this Agreement shall be in writing and delivered via:

• Registered mail;
• Electronic mail to the designated address;
• Hand delivery with acknowledgment of receipt.

19. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties and supersedes all prior representations, communications, or agreements. No amendment shall be valid unless made in writing and signed by both parties.

20. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.