Terms of Service

Terms & Conditions For Users

1. Terms

1.1In these terms and conditions for users ("Terms of Use") the terms "we", "our", "us" means Orbell Technologies Company and its subsidiaries, employees, officers, agents, affiliates or assigned parties.
1.2"Website" refers to ogarealty.com, ref.ng and blogulr.com and their subdomains.
1.3By accessing and using this Website, you are agreeing to be bound by the Website's Terms of Use and the Privacy Policy (together the "Terms"), all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these Terms, your sole option is to immediately cease your use of this Website. The materials contained in this Website are protected by applicable copyright and trademark law.
1.4You may not use the Website and may not accept these Terms if (a) you are not of eighteen (18) years of age, or (b) you are a person who is either barred or otherwise legally prohibited from receiving or using the Website under the laws of the country in which you are a resident or from which you access or use the Website.
1.5These Terms are effective between you and us as of the date you accept these Terms, and you do so by default through the use of the Website.

2. Use license & restrictions

2.1Permission is granted to temporarily download copies of the materials (information or software) on the Website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
  1. modify or copy the materials;
  2. use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
  3. attempt to decompile or reverse engineer any software contained on the Website;
  4. remove any copyright or other proprietary notations from the materials; or
  5. transfer the materials to another person or "mirror" the materials on any other server.
2.2In accessing or using our Website you irrevocably agree and undertake to ensure that you will not:
  1. use any automated device, software process or means to access, retrieve, scrape, or index our Website or any content on our Website;
  2. use any device, software, process or means to interfere or attempt to interfere with the proper working on our Website;
  3. undertake any action that will impose a burden or make excessive traffic demands on our infrastructure that we deem, in our sole discretion to be unreasonable or disproportionate Website usage;
  4. use or index any content or data on our Website for purposes of:
    1. constructing or populating a searchable database of properties,
    2. building a database of property information; or
    3. competing with us in any manner that we have not specifically authorised;
  5. transmit spam, chain letters, contents, junk email, surveys, or other mass messaging, whether commercial in nature or not;
  6. use our Website or any content from our Website in any manner which we in our sole discretion determine as not reasonable and/or not for the purpose which it is made available;
  7. violate the rights of any person, including copyright, trade secret, privacy right, or any other intellectual property or proprietary right;
  8. pose as any person or entity or attempt to solicit money, passwords or personal information from any person;
  9. act in violation of any such terms or other condition posed by us or any applicable law;
  10. reproduce, republish, retransmit, modify, adapt, distribute, translate, create derivative works or adaptation of, publicly display, sell, trade, or in any way exploit our Website or any content on our Website, except as expressly authorised by us; or
  11. transmit or attempt to transmit any computer viruses, worms, defects or other items of a destructive manner.
2.3We reserve the right to exercise whatever means we deem necessary to prevent unauthorised access to our use of the Website, including but not limited to, instituting technological barriers, or reporting your conduct to any person or entity.
2.4This license shall automatically terminate if you violate any of these restrictions and may be terminated by us at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

3. Your responsibilities

3.1We are not an estate agency and we provide a service whereby agents may market and you may view property details ("Details") together with other content hosted and developed by us. Agents and third parties are responsible for preparing the Details and fielding enquiries directly from you. We do not get involved in any communications between you and agents and we do not participate in any part of the transaction.
3.2Details are hosted by us in good faith but are produced directly by agents and/or third parties and have not been verified by us. You are responsible for making your own enquiries and we provide no guarantee and accept no responsibility for the accuracy or completeness of any information contained within the Details.
3.3You are responsible for checking, confirming and satisfying yourself as to the accuracy of any Details.
3.4You are responsible for instructing a surveyor and/or obtaining legal advice before committing to any purchase.
3.5You are responsible for ensuring that you act in good faith towards any other parties.
3.6You represent and warrant that your use of our Website will comply at all times with these Terms of Use and any further terms that may apply to you in relation to your use of our Website, including all amendments and revisions to these Terms in accordance with Clause 8 herein;

4. LIMITATIONS

4.1In no event will we be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on the Website, even if one of our authorised representatives has been notified orally or in writing of the possibility of such damage.
4.2We will not be liable for any loss or damage arising under or in connection with:
  1. any failures due to software or internet errors or unavailability, or any other circumstances beyond our reasonable control;
  2. any loss of your password or account if caused by a breakdown, error, loss of power or otherwise cause by or to your computer system and/or your account;
  3. the use of, or inability to use, our Website;
  4. the reliance on any content or information displayed on our Website;
  5. any direct, consequential, special or punitive loss, damage, costs and expenses;
  6. loss of profit;
  7. loss of business;
  8. loss of reputation;
  9. depletion of goodwill; or
  10. loss of, damage to or corruption of data.
4.3Unless we otherwise expressly agree in writing, you agree not to use our Website for any commercial or business purposes.
4.4We will not be liable for any loss or damage caused by a virus, distributed denial of service attack or other technological harmful material that may infect your computer equipment, computer programmes, data or other proprietary material due to your use of our Website or to your downloading of any content on it, or any website linked to it.
4.5If you enquire about a property on this Website, you acknowledge and agree that your details will be sent by email directly to the agent, estate agent, landlord, developer marketing the property or properties you are enquiring about. We do not accept any liability for any subsequent communications that you receive directly from that estate agent, landlord or developer and/or any third party.

5. Revisions and errata

The materials appearing on the Website could include technical, typographical, or photographic errors. We do not warrant that any of the materials on its Website are accurate, complete, or current. We may make changes to the materials contained on the Website at any time without notice.

6. Availability of website

We strive to ensure that our Website and the services are available to you at all times but cannot guarantee that either the Website or the services will operate continuously, without interruptions or be fault free. On occasion, necessary maintenance or upgrade work requires us to make the Website and the services unavailable without notice, but we aim to keep downtime to a minimum. We accept no liability for any interruption or loss of service. We reserve the absolute right to alter, suspend or discontinue any part of our Website or the services, including your access to it.

7. Links & third parties

Our Website may contain links, hyperlinks and pointers to third party products, services and/or websites that are not affiliated with Us. We have no control over the products, services or websites of these third parties and We do not guarantee or take responsibility for them. Our Website may also contain advertising from third parties and we are not responsible, nor do we make any warranties or representations for any misleading or inaccurate advertisements which are the sole responsibility of the advertiser.

Any links or advertisements on our Website should not be taken as an endorsement by us of any kind. Furthermore, our Website contains data provided by third parties and we accept no responsibility, nor do we make any warranties or representations for any inaccuracies in this material. You agree to release us from any claims or disputes of any kind arising from or in any way connected to such disputes with third parties.

By using the Website, you grant us an irrevocable, world-wide, royalty free license to commercialse, copy, license to other persons, use and adapt for any purpose any material you generate or submit to make use of the Website. We do not warrant that the content, links, or sub-domains contained on, or associate with our Website will be available and accessible to you at all times. Information on our publications, posts, inserts, information, content should not be regarded as a substitute for professional legal, financial or real estate advice.

8. Site terms of use modifications

We may revise these Terms of Use and any such Terms for the Website at any time without notice. By using this Website you are agreeing to be bound by the Terms of Use.

9. CONTRIBUTIONS

9.1In these Terms of Use "Contributions" means any information including data, text, video, still images, audio or other material that we have permitted you to host, share, publish, post, store or upload on our Website.
9.2We may at any time, without liability to you, remove, alter or disable access to any or all of your Contributions in our sole discretion without prior notice to you. Without limiting the previous sentence, we may remove or disable access to any or all of your Contributions if we consider that:
  1. those Contributions are in breach of any law or regulation;
  2. those Contributions infringe the intellectual property rights of any third party;
  3. it is required to do so by a regulatory body or any relevant authority pursuant to an interim or final take-down notice;
  4. those Contributions;
    1. misleading or deceptive;
    2. inappropriate having regard to the purpose of our Website;
    3. likely to cause offence;
    4. materially incorrect;
    5. obscene;
    6. defamatory;
    7. otherwise unlawful and/or against the customs or norms of the region in which this Website is referred too; or
    8. corrupted, due to the presence of a virus or other disabling code.
9.3To the extent that any Contributions are proprietary in nature, you grant us a worldwide, non-exclusive, royalty-free, perpetual, transferable and irrevocable license to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and display and publicly perform your Contributions throughout the world in any medium, whether currently in existence or not.
9.4You also grant each user of our Website the right to use your name or the name you submit with the Contribution, and, the right to represent and warrant that:
  1. you own and control all of the rights to the Contributions; or
  2. you have the lawful right including all necessary licences, rights, consents and permissions to use and authorise us to display the Contributions.
9.5For any Contributions that you may retain moral rights in, you declare that:
  1. you do not require that any personally identifying information be used in connection with the Contribution, or any derivative work, upgrade or update of the Contribution; and
  2. You understand that when accessing our Website you may be exposed to the Contributions of other users of our Website. You acknowledge and agree that we do not have control of and are not responsible nor do we warrant the veracity of these other Contributions.
9.6You represent and warrant that:
  1. you have the lawful right including all necessary licenses, rights, consents and permissions to use and authorise us to display your Contributions;
  2. you will not make any Contributions that infringe the intellectual property rights of any third party, and you agree to pay all royalties, fees or other monies payable by reason of any Contributions made by you; and
  3. you will not make any Contributions that:
    1. are misleading;
    2. are deceptive;
    3. are materially incorrect;
    4. are likely to cause offence;
    5. directly or indirectly involve the advertising or marketing of any products or services;
    6. are obscene, including pornographic, hateful, racially or ethnically offensive material;
    7. are defamatory;
    8. are otherwise unlawful or encourage unlawful conduct; or
    9. are otherwise inappropriate having regard to the purpose of our Website.

10. Intellectual property

10.1Unless otherwise expressly stated, all contents of the Website are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by us, or one of our affiliates or by third parties who have licensed their materials to us and are protected by the applicable laws.
10.2We, together with our suppliers and licensors expressly reserve all intellectual property rights in all text, programs, products, processes, technology, content and other materials, which appear on this Website. Access to this Website does not confer and shall not be considered as conferring upon anyone any license under any of our or any third party's intellectual property rights. Any use of this Website or its contents, including copying or storing it or them in whole or part, other than for your own personal, non-commercial use, is prohibited without our permission. You may not modify, distribute or re-post anything on this Website for any purpose.
10.3Our names and logos and all related product and service names, design marks and slogans are the trademarks or service marks of us or our licensors. No trademark or service mark license is granted in connection with the materials contained on this Website.
10.4Access to this Website does not authorise anyone to use any name, logo or mark in any manner whatsoever.

11. electronic communications

11.1When you use the Website or send emails to us, you are communicating with us electronically. You consent to receive electronically any communications related to your use of this Website. We will communicate with you by email or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide on the Website for your account.

12. INDEMNITY

12.1You agree to indemnify and hold us and our affiliates (and our officers, agents, partners and employees) against any and all loss, liability, claim or demand, including reasonable attorney's fees, arising out of, or in connection with your use of and access to our Website or making Contributions not in accordance with the Terms.

13. Disclaimer

The materials on our Website are provided on an "as is" and "as available" basis and we make no warranties, expressed or implied, and hereby disclaim and negate all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, we do not warrant or make any representation concerning the accuracy, likely results, or reliability of the use of the materials on the Website or otherwise relating to such materials or on any site linked to this Website.

14. Monitoring and recording telephone calls

Real estate broker and developer clients who have subscribed to our call tracking service have elected to have their call enquires generated through the Website. Such calls may be tracked and recorded for training and customer service assessment purposes. You consent in advance to any such recording. We will remind you of our recording before each phone conversation.

15. Governing law

15.1These Terms of Use and your access to the Website is subject to and governed by the laws of the Federal Republic of Nigeria. You agree to submit to the exclusive jurisdiction of the Courts of Nigeria.
15.2If any term of the Agreement is or may become for any reason invalid or unenforceable at law, the validity and enforceability of the remainder will not be affected.

16. CONTACT US

16.1ogarealty.com users are not necessarily licensed real estate brokers, developers and/or hotel apartment providers. Our advertisers are contractually obligated to only list properties that are available for sale or lease with the proper authority from the owner and all other required governing bodies. Properties listed on ogarealty.com should be a fair and accurate portrayal of the property itself and the proposed transaction. To report any suspected fraudulent or misleading property postings on our site please send us an email with the details to [email protected]

If you have any queries, complaints or recommendations about these Terms of Use, please contact us at the following address: [email protected]

Terms & Conditions For Agents & Advertisers

1. DEFINITIONS

1.1In these Member Terms and Conditions the following terms shall have the following meaning:

"we", "our", "us", "ogarealty.com", "oga.ng", "OgaRealty", "Oga Realty", "OgaCRM" means Orbell Technologies and its subsidiaries, employees, officers, agents, affiliates or assigned parties.

"you", "your" or "the Client" means you, who is either a licensed real estate broker (i.e. an agent); a licensed real estate brokerage firm, developer and hotel apartment provider and a user of the Service.

"you", "your" or "the Client" means you, who is either a licensed real estate broker (i.e. an agent); a licensed real estate brokerage firm, developer and hotel apartment provider and a user of the Service.

"Content" means any and all content, listing details and materials including property details and any intellectual property rights (including but not limited to trademarks, trade names, and logos), moral rights and or similar rights supplied or made available by, on behalf or on the instruction of you to us on the Website.

"Contract" means the Subscription Order (as defined below) and these Member Terms and Conditions and the Privacy Policy.

"Exclusivity Form" means the standard form approved by us which must be signed by the property owner or the property owner's representative granting you exclusive rights to market and rent or sell a specific property.

"Exclusivity Rights" means a agent with a valid Oga Realty contract having provided us with a validly signed and dated Exclusivity Form.

"Fee" means the amount due to us by you under the Subscription Order.

"Membership" means your entitlement to the Services (under a Contract) subject to these conditions.

"Service" includes but is not limited to any of the following services for a member or a combination thereof depending on the membership package chosen in the Subscription Order:
  1. a process that will facilitate your uploading and managing your own properties' listings and property developments;
  2. brand booster for agents who want to increase their brand exposure to all buyers and sellers by having their logo presented on all their properties' listings on the search results pages and on all properties' listings sent by e-mail alerts;
  3. online banner advertising and banner ad impressions that appear on our Website on a Share of Voice (SOV) and/or Cost Per Impression (CPM) basis;
  4. micro-website and advertising banner creative development services;
  5. having your properties signified as "Featured and/or Premium" on our Website to improve their ranking for added exposure;
  6. having your properties rotated through the top position(s) via our "Smart Ads" product;
  7. a process which facilitates having your phone call leads tracked and recorded via our "Call Tracking" product;
  8. the process of having your properties and company profile appear on affiliated print publications such as "Prestige Magazine";
  9. inclusion of your properties in e-mail alerts;
  10. your agency details and logo listed in the ‘Find an Agent' section;
  11. website and banner design services; and
  12. email marketing campaigns.

    13. "Subscription Order" means, as the case may be:

  13. if you are contracting online the online subscription confirmation and the confirmation order; or
  14. the hard copy order form you receive from us,

    15. that you complete indicating the Service you request us to provide.

    "Website" means ogarealty.com.

2. CONTRACT

2.1The Contract shall be between us and you. You acknowledge and agree that you have read, understood and agree to all the terms of the Contract when submitting the Subscription Order as follows:
  1. by pressing the "Confirm Order" button when submitting an online Subscription Order; or
  2. by signing a hard copy Subscription Order.
2.2If you are entering into the Contract on behalf of a company or any other legal person you warrant and represent you are authorised to enter into the Contract.
2.3We reserve the right to reject any Subscription Order to provide any Service at our absolute discretion including but not limited to where we believe any of the following;
  1. you are not providing the services of a licensed real estate broker, developer or hotel apartment providers; or
  2. that the quality of the Content is not or will not be of a professional standard commensurate with that we require of our members.
2.4In the event of any conflict between these Member Terms and Conditions and the Subscription Order, these Member Terms and Conditions shall prevail.
2.5The Contract is between us and you only and does not extend to cover any company or other legal person affiliated to you (including a subsidiary). No other company or legal person may use the Services under this Contract and must enter into a separate Contract with us.
2.6If you wish to use a third party real estate CRM service solution provider to publish data on the Website using an XML feed with us, that third party must be on OgaRealty's pre-approved list of CRM providers, which can be obtained by contacting [email protected] (such OgaRealty pre-approved CRM providers being a "CRM Provider"). The third-party CRM solution provider must expressly agree and comply to all terms and conditions as set forth by us for CRM Providers for use of such a feed. Any failure to comply with or breach of the terms and conditions for CRM Providers could result in a suspension of such feed, to be determined within our discretion. It is your responsibility to assure that your CRM provider is in compliance with all the terms of that agreement. A CRM provider who provides any CRM services will be deemed to have acknowledged and accepted the terms and conditions on our website for CRM Providers.
2.7These Terms and Conditions were last updated on November 12, 2019. It is effective between you and us as of the date of you accepting these Terms and Conditions. For existing users, acceptance is made by continuing to use the website, after each update.

3. YOUR OBLIGATIONS

3.1You warrant and represent that you will:
  1. not act as a consumer in relation to the Membership;
  2. only advertise properties that are currently available for purchase or lease within the The Federal Republic of Nigeria or countries permitted by your Subscription Order;
  3. be the holder of a current license as a real estate broker, hotel apartment or real estate developer in the Federal Republic of Nigeria or country or any further region, emirate, providence, state, or the otherwise to which your use of the Service relates and to the laws, rules, and regulations you are subject to;
  4. ensure that material you generate through use of the Service is not unlawful or for an improper purpose, including information that is defamatory, misleading or deceptive, in breach of copyright or would otherwise expose us to any liability, legal proceedings or other sanction;
  5. ensure that you do not make, arrange or authorise the insertion of any reference to us or our Website in any document (including promotional or merchandising material) or on any Website other than our Website without our prior written consent;
  6. abide by any applicable rules and regulations related to electronic transactions and commerce;
  7. comply with any guidelines and codes issued by any relevant authority (federal, local, regional, territorial, free zones, municipal, ministries and government) concerned with real estate or having jurisdiction over you, us, the Services or the subject matter of this Contract;
  8. in your use of the Service, comply with all applicable laws;
  9. not be defamatory or infringe any copyright, trademark or other intellectual property rights or rights of any third party whatsoever;
  10. be responsible for the integrity of the Content which is in all respects true, complete and accurate to the best of your knowledge and belief and that you will promptly update or correct Content on becoming aware of any errors or inaccuracies and will provide such assistance as we will reasonably require to identify and remedy any unauthorized use of Content;
  11. within no more than seventy two (72) hours of (i) a property going "under offer", (ii) a sale or leasing contract being entered into in respect of a property, or (ii) the property being taken off the market you will either alter the status of the property details in the upload provided to us so that it may be displayed as "under offer" "sold" or "let" as appropriate on the Website or will remove the property from the upload provided to us so that it is no longer displayed on the Website;
  12. have the authority to market the properties in the Content and the properties listed by you in the Content are only listed (including any associated offices in your real estate group) once;
  13. hold all necessary authorities, consents and licenses necessary to use, display, reproduce, publish the Content and has authority to and grant us a license of the Content on the terms set out in clause 3.3(b);
  14. not use our name or any logos, trade or services marks of ours in a defamatory or derogatory manner or in any way that might bring us or our directors or employees into disrepute nor will you misuse or deface (or allow to be misused or defaced) any of the Services provided to you;
  15. provide a contactable telephone number. Where a trackable telephone number has been allocated to you, you will use this number to enable us to effectively monitor buyers, renters, owners or any other party who has contacted you using the Service and you will take no actions that would interfere with such monitoring, and you agree that us and our suppliers may record all telephone calls for the purposes of monitoring these; and
  16. ensure that only your authorized persons have access to the Services and that where you provide Content you will only do so in a format compatible with any technical specifications issued by us from time to time. You agree to use this format to display details of the property only, as laid out, and not to use these areas to advertise ancillary company information.
3.2 You must ensure that:
  1. Content submitted through the Service by you refers only to listing details of a particular property and any reference to material other than listing details for a property must receive our written approval prior to your submission;
  2. ensure that no other person, authorized or otherwise, makes use of your Membership to the Service; and
  3. you do not make any promotional or merchandising reference to us or our Website without our express written permission.
3.3You acknowledge and agree that:
  1. you have read and agree to be bound by the terms of all legal notices posted on the Website in relation to the Contract;
  2. by using the Service, you grant us an irrevocable, world-wide, royalty free license to commercialize reproduce, display, sell, publish, copy, license to other persons, use and adapt for any purpose and otherwise use the Content or data or other information derived there from for any purpose whatsoever (including entering into agreements with third parties for the provision of the Content or data derived therefrom). This license shall survive termination of the Contract. You agree that we will not be required to, identify you as the source of the Content on the Website(s) or in any other medium through which the Content or any derivative thereof is published or displayed;
  3. we are not under any obligation to monitor or censor the Content generated by you or any such users of the Service that appears on our Website, however we reserve the right to do so, in our absolute discretion, at any time and without notice to you, we may remove, cause to be removed, amend or decline to display any Content on the Website;
  4. we are not responsible for the Service's content or for any errors or omissions in any property data provided by or on behalf of you and we make no warranty nor any representations about the accuracy of the Service;
  5. you are responsible for updating your listings to follow the ogarealty.com image guidelines, we reserve the right to penalize any images content we deem unfitting.
  6. systems or technological failure may impede or prevent access to all or any part of the property data;
  7. we are able to use any pictures of you or any of your agents that are employees of your firm in order to post on our Website, including but not limited to material defined as Content pursuant to clause 1.1;
  8. you are responsible for and must pay the cost of all telecommunications and Internet access charges incurred when using our website, whether or not such access has been arranged by us;
  9. you are responsible for the security and integrity of your data;
  10. you are responsible to obtain and possess any necessary permits to market and publish listings on the Website; Upon request, you shall be obliged to provide certified proof of any required permits; You hereby acknowledge that we hold no responsibility on your obtaining and possessing any of the required permits for publishing and marketing listings on the Website;
  11. transmission of data over the Internet can be subject to errors and delays;
  12. we will contact you from time to time to make you aware of opportunities, products and services offered by us and our business partners. You authorize us to contact you via email, SMS, MMS and other electronic media for that purpose unless you explicitly request us not to contact you via these media; and
  13. We reserve the right to change, at any time, the rules, regulations, restrictions, or procedures for any Content uploaded or submitted to us for uploading to the Website (including but not limited to the type of Content or the amount of Content).

4. AGREEMENT TERM, SUSPENSION OR TERMINATION OF SERVICE

4.1Except as permitted by law, you may not terminate this Contract before the end of the contracted term under any circumstances.
4.2Unless otherwise expressly stated in this Contract or terminated earlier in accordance with its terms, the term of your Contract will commence on the start date specified in the Subscription Order and continue for the period of either (a) six months; or (b) twelve (12) months as specified in the Subscription Order ("Term").
4.3Following the expiry of the Term your contract will expire unless you renew your Contract with us, in which case the terms and package may be subject to changes.
4.4We may terminate this contract at any time for any reason provided that seven (7) days' written notice has been provided to you. Should you continue to use the Service following termination of the contract, you shall remain liable for any and all costs incurred by you.
4.5Without limiting our other rights, we may immediately sanction you, or suspend or limit the Service and/or temporarily remove details of any property, agent, or otherwise, uploaded by you to our Website and/or terminate this Contract if:
  1. you fail to pay any fees, charges, or taxes due to us by the due date, or provide any security cheques as stipulated in the Contract;
  2. you breach any part of your Contract and fail to rectify that breach within seven (7) days of our giving notice requiring rectification;
  3. any material supplied by you is false, misleading, offensive, or against public policy;
  4. any material supplied by you is unlawful or violates any copyrights, trademarks, or other rights of any third party;
  5. you have engaged in any unlawful actions while using or accessing our services and the Website shall be subject to sanctions and limitations as determined in our discretion.
  6. you enter into bankruptcy, liquidation, administration, receivership, a composition of arrangement with your creditors, or appoint a receiver or manager over all or any part of your assets or become or are deemed to become insolvent; or
  7. 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.
4.6We may immediately remove a listing or any details of a listing that is subject to Exclusivity Rights of another agent.
4.7Where payment obligations under your Contract are still owed by you, service shall still be provided, however limited, within our discretion, during the remainder of your Contract term.
4.8Termination of this Contract pursuant to this clause does not relieve you of your obligations and liabilities pursuant to the Contract, including but not limited to Clauses 5, 7, and 8, and any further terms as may be provided at the time of this Contract and we reserve our right to enforce such obligations and liabilities in any event.

5. PACKAGES, FEES AND PAYMENT

5.1The Service will not be activated until full payment has been provided whether in cash, credit card payments, or postdated cheques or other forms of payment as stipulated by Subscription Order. You are liable for the costs incurred in this Contract from the "start date" which is specified in the Subscription Order or if no such date is specified from the date of acceptance, (which will be the date we receive your confirmation of the Subscription Order) if nothing is stated in your Subscription Order.
5.2If you have elected to pay via credit card, then please note that the service shall only become activated once the first payment or the sole payment (in the event of a lump sum payment upon the Contract) has been received by us.
5.3If payment via credit card on a monthly basis was elected, then you shall be required to provide us with 3 security cheques, with each cheque representing a pro rata amount of the total Contract amount.
5.4The security cheques referenced in the provisions of this Clause shall be provided by you, prior to the expiry of the first month of the Contract. Failure to provide the security cheque(s) will result in the suspension of the Service, until such time that the security cheque(s) is provided to us.
5.5In the event that any of the monthly credit card payments "bounces" and payment is not able to be made to us , then we shall give you notice in writing of the "bounced" payment and provide you until the end of that month to cure the "bounced" payment. At the expiry of the month, in the event that the "bounced" payment is not cured, then we shall present and cash the security cheque.
5.6Please note that if the balance of the contract is less than the amount of the security cheque, we shall provide a refund to you, representing the difference between the security cheque and the outstanding balance of the contract.
5.7Please note that any cheque issued by you that "bounces" due to insufficient funds or is rejected by the relevant financial institution for any other reason will incur a NGN10000 administration fee payable to us within seven (7) days and we reserve the right to charge you our reasonable administration costs in dealing with any failed payments and/or costs in relation to pursuing outstanding amounts (including legal fees and expenses).
5.8The current Fees for the Service are specified in your Subscription Order. We offer a number of different packages that vary in terms of price and services included. You may subscribe to any of these packages but switching, or addition of special conditions to, packages is at our sole discretion. If you wish to change package during your Subscription Order then we reserve the right to amend any such terms in the Subscription Order including but not limited to the Fees. Please be advised that a package can only be reduced to the extent that the total current fee for the Services that you have requested, is not reduced until the end of the current contract term. This does not prohibit packages from being varied, so long as the total value of the services subject to the change being requested is not below the total current fee for the Services being provided.
5.9In the event that the Government of the Federal Republic of Nigeria elects to charge value added tax or other similar tax or duty (VAT) on the provision, sale or supply of any goods and/or services which are the subject matter of these Terms, we reserve the right, at our sole discretion, or if required by law, to add VAT at the appropriate rate for such goods and/ or services to any invoices issued under or in connection with these Terms from the relevant time and you acknowledge and accept that you shall pay and be solely liable for any such VAT in addition to the purchase price for such goods and services.
5.10If your Membership has been suspended for any reason during the term of your Subscription Order you will still be liable to pay any Fee due to us regardless of you receiving the Services.
5.11If your Membership has been terminated for any reason during the term of your Subscription Order, then you shall be bound to all payments due under the Subscription Order up to the point of termination. Liability for further payments under the Subscription Order shall be limited to a penalty payment in the amount of 50% of the outstanding balance of the Subscription Order.
5.12We reserve the right to amend any terms in a Subscription Order, including package components and fees, provided that such amendments will not apply during the Term of any Contract entered into prior to the amendment. You are advised to print and retain a copy of these Member Terms and Conditions for your future reference.

6. REFUND POLICY

6.1Content posted on ogarealty.com, ref.ng and their subdomains is free, however, promotion of content and other in-app premium services, including but not limited to domain name registration, funding of wallet are paid for whether by credit card through the Website, or by cheque or bank transfer via a commercial contract and referred to as paid content ("Paid Content") and must be paid for by the originator of the Content. The originator of the Paid Content has the right to a refund only if a duplicate transaction is received for any paid content on the Website. In this case, the duplicate portion of the payment will be refunded
6.2In the cases of fraudulent or disputed transactions the customer should refer to their credit card provider. In all instances of payments, the customer is liable for any levied charges by the bank(s) or the credit card clearance provider.

7. LIMITATION OF LIABILITY AND INDEMNITY

7.1To the extent allowable under laws applicable in the Federal Republic of Nigeria we:
  1. exclude all conditions and warranties implied into the Contract;
  2. exclude consequential, special or indirect loss or damage (included but not limited to loss of opportunity, loss of revenue and loss of profits);
  3. limit our liability for breach of any condition or warranty that we cannot exclude to the greater of (at our option):
    1. resupplying the Service; or
    2. paying the cost of having the Service resupplied; and
  4. limit our liability in respect of any other claim in connection with the Contract whether the claim is based in contract, tort (including negligence) or statute to the amount paid to us by you under the Subscription Order.
7.2We will not be liable under the Contract to the extent that liability is caused by:
  1. any breach of your obligations under your Contract with us; or
  2. any delay in performance or breach of your Contract which arises as a result of any matter beyond our control including but not limited to viruses, other defects or failure of the server hosting our Website.
7.3You indemnify us and our officers, employees and agents ("those indemnified") 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 of those indemnified as a result of any claim or proceedings brought by a third party against those indemnified in connection with any material generated by you in connection with the Service.

8. GENERAL

8.1We may change these Member Terms and Conditions at any time on written notice. You acknowledge that our publishing of the amended version of the Terms and Conditions at this link on our website constitutes written notice to you of such changes. No delay or failure by us to enforce any provision of the Contract will be deemed a waiver or create a precedent or will prejudice our rights.
8.2Notwithstanding anything to the contrary in the Member Terms and Conditions we reserve the right to change the algorithm's used in any Services and which may form part of the Contract at any time during the term of your Contract at our sole discretion.
8.3We reserve the right to add any new products to the Services at any time. Your Contract will not include any such new products unless we both agree.
8.4No delay or failure by us to enforce any provision of the Contract will be deemed a waiver or create a precedent or will prejudice our rights.
8.5Any notice(s) must be sent by e-mail, prepaid post or facsimile to your or our last known address, in the English language.
8.6You must not assign any part of the Service and/or your obligations set out in the Contract without our written consent.
8.7This Contract is subject to and governed by the laws of the Federal Republic of Nigeria ("FRN").
8.8Any dispute, difference, controversy or claim arising out of or in connection with this contract with a claimed amount of NGN 1,000,000 or less, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the jurisdiction of the Small Claims Tribunal of the Federal Republic of Nigeria ("FRN").
8.9Any further dispute, difference, controversy or claim arising out of or in connection with this Agreement, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the exclusive jurisdiction of the Courts of the Federal Republic of Nigeria ("FRN").
8.10If any term of the Contract or becomes for any reason invalid or unenforceable at law, the validity and enforceability of the remainder will not be affected.

Terms & Conditions for CRM Providers

we", "our", "us", "OgaRealty" refers to Orbell Technologies Company trading as "Ogarealty.com", "Ogacrm.com", "Oga.ng", Oga.one and its subsidiaries, employees, officers, agents, affiliates or assigned parties.

"Web site" refers to Ogarealty.com

"You", "Your" or refers to you as the CRM provider

"the Client" refers to the company using the CRM services to publish on OgaRealty

"Terms" refers to these Terms & Conditions for CRM Providers

These Terms are effective between you and us as of the date you accept these Terms, and you do so by default through providing CRM services through the Website.

The following are the standard terms and conditions that apply to all CRM providers for OgaRealty clients.

1. Your obligations. In accessing or using our websites you agree that you will not

1.1Undertake any action that will impose a burden or make excessive traffic demands on our infrastructure that we deem, in our sole discretion to be unreasonable or disproportionate site usage
1.2Transmit spam, chain letters, contests, junk email, surveys, or other mass messaging, whether commercial in nature or not
1.3Act in violation of any Term of Use or other condition posed by us or any applicable law;
1.4Reproduce, republish, retransmit, modify, adapt, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit our websites or any content on our website, except as expressly authorized by us
1.5Transmit or attempt to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature.
1.6Obscure or block correct data from being uploaded via OgaRealty XML; or upload misleading or incorrect data via OgaRealty XML

2. You acknowledge that:

2.1This Agreement is a separate agreement from the agreement between the client and OgaRealty.
2.2You must ensure that the data sent by the client is in the correct OgaRealty XML format, following the correct OgaRealty XML specifications, is not corrupt and is valid data.
2.3You must ensure that the client validates all property listing permits, provided by any law, regulation, or otherwise, where such listing is being advertised, before feeding any listings to our Website. Such validation shall include, but is not limited to permit number and permit date being valid, as well as, the party listing the property being a match to the party that the permit was issued to. The Client shall not allow any properties to be fed to our website if the permit is invalid for any reason. Failure to comply with this clause may, in our discretion, result in such action as we feel necessary to cure the violation. Such may be the case, within our discretion, that the client is thereafter prohibited from providing any feeds to our Website.
2.4You must notify OgaRealty immediately if you become aware that you have breached any of these requirements, any of the data transmission guidelines or any other requirement applicable pursuant to this Agreement in relation to data that you upload. When notifying OgaRealty you must also provide a list of all subscribers and listings that are affected.

3. Important Note:

3.1The CRM provider should have a traceable record of performance within the the country of listed properties to link with our system and we reserve the right to refuse any provider that does not meet this requirement.
3.2You must be available to provide support to the clients using your service.
  1. The client must first contact you for support if they have any issues with transferring their property data to OgaRealty.
  2. You must be available during business hours of the country of your listed properties to provide support to the clients using your service. For the purposes of this clause, "local business hours" means the hours of 9am to 6pm, valid business days, in the place where your listed properties are located.
  3. You must check your data processing log files daily to ensure there are no technical problems preventing the transfer of property data to OgaRealty.

4. OgaRealty xml setup and functional specifications

4.1The OgaRealty XML format specification will be provided to you. It is then your responsibility to ensure that your computer system is capable of generating the appropriate data files to be sent to OgaRealty in the correct XML format.
4.2It is your responsibility to ensure that data is being transferred to the satisfaction of the client.
4.3OgaRealty will provide you with the required technical support to highlight any incompatibilities in your feed and it is your responsibility to rectify the problem
4.4OgaRealty will activate clients' feed after receiving a written confirmation from the client with the feed link

5. Agreement Term, Suspension or Termination of Service

5.1This Agreement continues until terminated in accordance with the terms of these Terms.
5.2Unless otherwise stated in the Agreement, this Agreement shall have a Term of twelve (12) months from the start date as specified in this agreement
5.3OgaRealty may terminate this Agreement by giving you 7 days written notice if you breach any provision of this Agreement and fail to rectify the breach within 7 days of being given a notice to rectify the breach.
5.4Should you continue to use the Service following termination of the Agreement, you shall remain liable for any and all costs incurred by you.
5.5You acknowledge and agree that termination of this Agreement pursuant to this clause does not relieve you of your obligations and liabilities pursuant to the Agreement and we reserve our right to enforce such obligations and liabilities in any event.

6. Packages, Fees and Payment

6.1Full payment in advance is the only acceptable forms of payments associated with these Terms.
6.2We reserve the right to revise and amend these Terms at any time without notice. By continuing to provide CRM services via OgaRealty XML, you are agreeing to be bound by this Agreement.

7. Limitation of Liability and Indemnity

7.1To the maximum extent allowable by Nigerian law, OgaRealty:
  1. Excludes all conditions and warranties that might otherwise be inferred into this Agreement, whether those warranties are express or implied
  2. Will not be liable to you for any consequential, special or indirect loss or damage (including, but not limited to loss of opportunity, loss of revenue and loss of profits)
  3. Limits its liability for breach of any non-excludable condition or warranty to, at its option, the greater of resupplying the Service or paying the cost of having the Service resupplied
  4. Limits its liability in respect of any other claim in connection with this Agreement, whether the claim is based in contract, tort (including negligence) or statute to the amount paid to us by you under this Agreement.
7.2We will not be liable under this Agreement to the extent that liability is caused by any failures due to software or Internet errors or unavailability, or any other circumstances beyond our reasonable control.
7.3We may put in place such systems as we from time to time see fit to prevent automated programs being used to obtain unauthorized access to our system and this Site. We shall not be liable to you for any consequences arising out of or in connection with any such use or attempted use of automated programs to obtain unauthorized access to our system or this Site.
7.4We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, arising under or in connection with these Terms.
7.5We will not be liable for any loss or damage caused by a virus, distributed denial of service attack or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Site or to your downloading of any content on it, or any website linked to it.
7.6Nothing in these Terms will be deemed to exclude our liability to you for death or personal injury arising from our negligence, or for fraudulent misrepresentation.

8. General

8.1OgaRealty will deal with a contact person nominated by the client ("Technical Contact") in relation to any technical difficulties experienced with the clients' use of the Service. As of the agreement with the subscriber.
8.2The Service is designed to receive the OgaRealty XML file sent by you, validate the data and then enter the valid data into the OgaRealty database.
8.3OgaRealty database is updated once per 30 minutes, which then updates the OgaRealty website.
8.4No delay or failure by us to enforce any provision of this Agreement will be deemed a waiver or create a precedent or will prejudice our rights.
8.5You must not assign the Agreement without our written consent.
8.6The Agreement (together with any documents referred to in the Agreement or provided by us at the same time as the Agreement) comprises the entire agreement. It supersedes all prior understandings, agreements or representations.
8.7The laws of the Federal Republic of Nigeria.
8.8You submit to the exclusive jurisdiction of the Courts of Nigeria.
8.9If any term of the Agreement is or may become for any reason invalid or unenforceable at law, the validity and enforceability of the remainder will not be affected.
8.10Check this page frequently to take notice of any changes we made, as they are binding on you. We may revise these Terms at any time by amending this page. We may from time to time change the content of this Site or suspend or discontinue any aspect of this Site, which may include your access to it. Any amendments to these Terms will be made available on the website.

Exclusive Listing Terms & Conditions

1. DEFINITIONS

1.1In these Exclusive Listing Terms and Conditions the following terms shall have the following meaning:

"we", "our", "us", "ogarealty.com" means Orbell Technologies Company and its subsidiaries, employees, officers, agents, affiliates or assigned parties.

"you", "your" or "the Client" means you, who is either a licensed real estate broker (i.e. an agent); a licensed real estate brokerage firm or a developer and a user of the Service.

"Content" means any and all content, listing details, images and materials including property details and any intellectual property rights (including but not limited to trademarks, trade names, and logos), moral rights and or similar rights supplied or made available by, on behalf or on the instruction of you to us on the Website.

"Contract" means the Order Form (as defined below) and these Exclusive Listing Terms and Conditions, and the Member Terms and Conditions.

"Credit Term" means the period ending 31 January 2020.

"Disqualifying Event" has the meaning set out in clause 6.3.

"Exclusive Listing Credit" means the credit amount as set out in the Order Form, and paid by you to us, which you can use from time to time during the Credit Term and subject to the provisions herein, to avail the Service.

"Exclusive Listing Request" means the request you send us asking us to use Exclusive Listing Credits to activate the Services in relation to a particular Qualifying Listing, as set out in clause 4.

"Exclusivity Form" means the standard form approved by us which must be signed by the property owner or the property owner's representative granting you exclusive rights to market and rent or sell the property listed in the Qualifying Listing.

"Exclusivity Rights" means you having provided us with a validly signed and dated Exclusivity Form, and there exists no other validly signed and dated Exclusivity Form in favor of another agent, that is dated more recent in time.

"Fee" means the amount due to us by you under the Order Form.

"Listing Term" means the period of fourteen (14) days for rental listings and twenty-eight (28) days for sales listings, counted from the date the Exclusive Credit is activated against the relevant Qualifying Listing, as set out in these Exclusive Listing Terms and Conditions.

"Service" having your Qualifying Listings signified as an "Exclusive Listing" on our Website to improve their ranking for added exposure during the Listing Term.

"Order Form" means, as the case may be:

  1. if you are contracting online: the online order form that you receive from us by email; or
  2. the hard copy order form you receive from us,

    3. that you complete indicating that you wish to buy Exclusive Listing Credits from us.
    "Qualifying Listings" means active and valid listings of residential property, with a Website identification number.
    "Website" means ogarealty.com.

2. CONTRACT

2.1For you to buy Exclusive Listing Credit you must enter into the Contract. The Contract shall be between us and you. You acknowledge and agree that you have read, understood and agree to all the terms of the Contract when submitting the Order Form as follows:
  1. by pressing the "Confirm Order" button when submitting an online Order Form; or
  2. by signing a hard copy Order Form.
2.2If you are entering into the Contract on behalf of a company or any other legal person you warrant and represent you are authorised to enter into the Contract.
2.3We reserve the right to reject any Order Form at our absolute discretion including but not limited to where we believe you are not providing the services of a licensed real estate broker or developer.
2.4In the event of any conflict or inconsistency between the following documents, they shall take precedence in the following order: developer.
  1. Member Terms and Conditions;
  2. Exclusive Listing Terms and Conditions;
  3. Order Form.
2.5The Contract is between us and you only and does not extend to cover any company or other legal person affiliated to you (including a subsidiary). No other company or legal person may use the Services under this Contract and must enter into a separate Contract with us.
2.6These Terms and Conditions were last updated on 12 November 2019. It is effective between you and us as of the date of you placing an Order Form with us.

3. YOUR OBLIGATIONS

3.1You warrant and represent that you will:
  1. be the holder of a current license as a real estate broker or real estate developer in the Federal Republic of Nigeria or country or any further region, emirate, providence, state, or the otherwise to which your use of the Service relates and to the laws, rules, and regulations you are subject to;
  2. in your use of the Service, comply with all applicable laws;
  3. have the Exclusivity Rights to market and rent or sell the properties listed in the Qualifying Listings in relation to which you have made an Exclusive Listing Request, granted to you by the property owner or the property owner's representative in the Exclusivity Form and that, subject to clause 3.1(d) below, you will keep such exclusivity rights during the relevant Listing Term;
  4. inform us promptly if you lose the exclusivity rights to market and rent or sell the property listed in the Qualifying Listing in relation to which you have made an Exclusive Listing Request.

4. EXCLUSIVE LISTING REQUESTS

4.1For you to use an Exclusive Listing Credit on a Qualifying Listing you must:
  1. send us an Exclusive Listing Request by email to [email protected], and include in such email all the details of the property listed in the Qualifying Listing;
  2. be registered as an "admin" user in our manager system. If you are not registered as an "admin" user or you do not have sufficient Exclusive Listing Credits in your account, we will not process your Exclusive Listing Request.

5. EXCLUSIVE LISTING STATUS

5.1After receiving an Exclusive Listing Request, we will approve the Exclusive Listing Request and, subject to clause 6 and 7, activate the Services if we, in our discretion, are satisfied that the following criteria are met:
  1. you have the Exclusive Rights to market and rent or sell the property listed in the Qualifying Listing as evidenced by the Exclusivity Form;
  2. the property listing in relation to which you want to use the Exclusive Listing Credit is a Qualifying Listing;
  3. the details of the property listed in the relevant Qualifying Listing match the details in the Exclusivity Form and the Exclusive Listing Request; and
  4. the Contents in relation to the Qualifying Listing are in compliance with the Member Terms and Conditions and our guidelines, issued from time to time, including but not limited to Content guidelines.
5.2Once we approve the Exclusivity Listing Request, we will provide you the Services for the relevant Qualifying Listing during the Listing Term, unless a Disqualifying Event occurs, and we will deduct the amount of the Exclusive Listing Credit for that Qualifying Listing from your total Exclusive Listing Credit account provided on the Order Form.
5.3The Listing Term will run uninterruptedly and you cannot pause or cancel the use, or get a refund, of the Exclusive Listing Credit used for a Qualifying Listing, even if that Qualifying Listing is not listed online or offline during part or whole of the Listing Term.

6. CREDIT TERM, SUSPENSION OR TERMINATION OF SERVICE

6.1You may use your Exclusive Listing Credit for any Qualifying Listings during the Credit Term. At the end of the Credit Term, Exclusivity Listing Credit that is in use and unused will expire, and you will need to enter into a new Contract for the purchase of new Exclusive Listing Credit.
6.2Unless otherwise terminated earlier in accordance with its terms, the term of your Contract will commence on the start date specified in the Order Form and continue for the Credit Term.
6.3Without limiting our other rights, we may immediately sanction you, cancel or suspend or limit the Service and/or temporarily remove details of any property, agent, Qualifying Listing or otherwise, uploaded by you to our Website and/or terminate this Contract if any of the following events (a "Disqualifying Event") occurs:
  1. you breach any part of your Contract and fail to rectify that breach within seven (7) days of our giving notice requiring rectification;
  2. there are any changes to the Qualifying Listing, including but not limited to number of bedrooms, number of bathrooms, location and property type;
  3. the Qualifying Listing going under offer, sold, rented or foreclosed upon;
  4. the withdrawal or expiry of the Exclusivity Rights;
  5. failure of the Qualifying Listing to meet the provisions of Clause 5.1; or
  6. listing of the Qualifying Listing under a price which does not match the request of the property owner or the property owner's representative.
6.4Termination of this Contract pursuant to this clause does not relieve you of your obligations and liabilities pursuant to the Contract, including but not limited to clauses 7, 8 and 9, and any further terms as may be provided at the time of this Contract and we reserve our right to enforce such obligations and liabilities in any event.

7. PAYMENT

7.1We will not provide the Services until we received payment of the Fee in full and clear funds. You can pay the Fee by credit card or cheque. You are liable for the costs incurred in this Contract from the "start date" which is specified in the Order Form or if no such date is specified from the date of acceptance, (which will be the date we receive your confirmation of the Order Form) if nothing is stated in your Order Form.
7.2Please note that any cheque issued by you that "bounces" due to insufficient funds or is rejected by the relevant financial institution for any other reason will incur a NGN10000 administration fee payable to us within seven (7) days and we reserve the right to charge you our reasonable administration costs in dealing with any failed payments and/or costs in relation to pursuing outstanding amounts (including legal fees and expenses).
7.3Without limiting our rights or remedies, all overdue payments pursuant to an Order Form shall accrue interest at the rate of 1% per month of the total amount of such Order Form plus such amounts outlined in Clause 7.2.
7.4The current Fee for the Exclusive Listing Credit is specified in your Order Form.
7.5In the event that the Government of the Federal Republic of Nigeria elects to charge value added tax or other similar tax or duty (VAT) on the provision, sale or supply of any goods and/or services which are the subject matter of these Terms, we reserve the right, at our sole discretion, or if required by law, to add VAT at the appropriate rate for such goods and/ or services to any invoices issued under or in connection with these Terms from the relevant time and you acknowledge and accept that you shall pay and be solely liable for any such VAT in addition to the purchase price for such goods and services.
7.6We reserve the right to amend any terms in an Order Form, including fees, provided that such amendments will not apply during the Term of any Contract entered into prior to the amendment. You are advised to print and retain a copy of the Contract for your future reference.
7.7If you elect to pay the Fee by credit card, in case of fraudulent or disputed transactions the customer should refer to their credit card provider. In all instances of payments, the customer is liable for any levied charges by the bank(s) or the credit card clearance provider.

8. LIMITATION OF LIABILITY AND INDEMNITY

8.1To the extent allowable under laws applicable in the Federal Republic of Nigeria we:
  1. exclude all conditions and warranties implied into the Contract;
  2. exclude consequential, special or indirect loss or damage (including but not limited to loss of opportunity, loss of revenue and loss of profits);
  3. limit our liability for breach of any condition or warranty that we cannot exclude to the greater of (at our option):
    1. resupplying the Service; or
    2. paying the cost of having the Service resupplied; and
  4. limit our liability in respect of any other claim in connection with the Contract whether the claim is based in contract, tort (including negligence) or statute to the amount paid to us by you under the Subscription Order.
8.2We will not be liable under the Contract to the extent that liability is caused by:
  1. any breach of your obligations under your Contract with us; or
  2. any delay in performance or breach of your Contract which arises as a result of any matter beyond our control including but not limited to viruses, utilities disruptions, other defects or failure of the server hosting our Website.
8.3You indemnify us and our officers, employees and agents ("those indemnified") 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 of those indemnified as a result of any claim or proceedings brought by a third party against those indemnified in connection with any material generated by you in connection with the Service.

9. GENERAL

9.1We may change these Exclusive Listing Terms and Conditions at any time on written notice. You acknowledge that our publishing of the amended version of the Terms and Conditions at this link on our website constitutes written notice to you of such changes.
9.2Notwithstanding anything to the contrary in the Exclusive Listing Terms and Conditions we reserve the right to change the algorithm's used in any Services and which may form part of the Contract at any time during the term of your Contract at our sole discretion.
9.3We reserve the right to add any new products to the Services at any time. Your Contract will not include any such new products unless we both agree.
9.4No delay or failure by us to enforce any provision of the Contract will be deemed a waiver or create a precedent or will prejudice our rights.
9.5Any notice(s) must be sent by e-mail, prepaid post or facsimile to your or our last known address, in the English language.
9.6You must not assign any part of the Service and/or your obligations set out in the Contract without our written consent.
9.7This Contract is subject to and governed by the laws of the Federal Republic of Nigeria ("FRN").
9.8Any dispute, difference, controversy or claim arising out of or in connection with this contract with a claimed amount of NGN 1,000,000 or less, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the jurisdiction of the Small Claims Tribunal of the Federal Republic of Nigeria ("FRN").
9.9Any further dispute, difference, controversy or claim arising out of or in connection with this Agreement, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the exclusive jurisdiction of the Courts of the Federal Republic of Nigeria ("FRN").
9.10If any term of the Contract or becomes for any reason invalid or unenforceable at law, the validity and enforceability of the remainder will not be affected.

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